SCHEDULE: Axe Compute Insider Ownership Disclosure

Kyle Okamoto and Okalina Ventures LLC disclose a 4.41% stake in Axe Compute Inc. following a crypto-based PIPE investment.

Summary

• Kyle Okamoto and Okalina Ventures LLC acquired 332,002 shares of Axe Compute Inc. via the exercise of pre-funded warrants on December 7, 2025.
• The warrants were obtained through a September 2025 private placement in exchange for 65,000,000 ATH tokens valued at approximately $3.86 million.
• The reporting persons subsequently sold 87,613 shares in open market transactions between December 2025 and January 2026.
• As of April 1, 2026, Kyle Okamoto serves as the President of Axe Compute Inc.
• The current beneficial ownership stands at 244,389 shares, representing 4.41% of the company's outstanding common stock.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral disclosure; while it confirms insider commitment through equity ownership, the subsequent sale of shares and the transition to an executive role suggest a shift from passive investment to active management.

Positives

• The investment demonstrates alignment between the new President and the company's strategic direction.
• The company successfully raised capital through a $343.5 million crypto-linked PIPE financing.

Negatives

• The reporting persons have reduced their initial position by selling 87,613 shares shortly after warrant exercise.
• The company's reliance on cryptocurrency tokens for capital raises introduces volatility and valuation complexity.

Risks

• Future transactions by Kyle Okamoto are now subject to strict insider trading policies and Section 16 reporting requirements.
• Market volatility associated with the ATH tokens used in the initial capital raise.
• Potential dilution of existing shareholders from the issuance of shares underlying the pre-funded warrants.

Future Outlook

The reporting persons state they have no current plans or proposals for further transactions but may acquire or dispose of securities based on investment objectives and market conditions. Kyle Okamoto is now subject to insider trading regulations as President.

Management Comments

• The reporting persons note that as of April 1, 2026, Kyle Okamoto became President of Axe Compute Inc. and is therefore subject to the Issuer's insider trading policies.

Industry Context

StockSavvy.ai notes that the use of cryptocurrency tokens as consideration for equity in a PIPE financing is an emerging trend in the tech and crypto-infrastructure sectors, reflecting a shift toward non-traditional capital structures.

Comparison to Industry Standards

• The use of pre-funded warrants is a standard mechanism in PIPE financings to avoid immediate ownership thresholds.
• The transition of an external consultant/investor to an executive role (President) is a common progression in high-growth tech firms.

Management Changes

Corporate Governance

Legal Proceedings

• None disclosed.

Related Party Transactions

• Kyle Okamoto serves on the Cryptocurrency Advisory Board for $4,166 per month.

Stakeholder Impact

• Shareholders: Increased transparency regarding insider holdings and executive alignment.
• Creditors: Potential impact from the company's significant crypto-asset holdings.

Next Steps

• Ongoing compliance with Section 16 reporting for Kyle Okamoto.
• Potential future adjustments to holdings based on market conditions.

Key Dates

Recommendation

The appointment of a major investor as President is a positive signal for operational focus, but the recent selling activity by the same individual warrants a cautious 'hold' until the new management's strategy is fully articulated.

Keywords

Axe Compute, Schedule 13D, Kyle Okamoto, Okalina Ventures, PIPE financing, Insider ownership, Crypto assets