Bitari Inc. (BIAI) files for IPO, plans to sell 4.29M shares at $7.00 each, raising $30M for the company

Shares of common stock offered

4,285,715 shares

We currently estimate that the initial public offering price will be $7.00 per share.

We have granted to the Representative an option, exercisable within 45 days following the commencement of sales of this offering, to purchase up to an aggregate of 642,857 additional shares of our common stock (15% of the total number of shares offered by us in this offering).

Represents underwriting discounts equal to 6.5% per share of common stock.

the total gross proceeds to us, before underwriting discounts and expenses, will be $34,500,006.

we estimate that we will receive net proceeds from this offering, after deducting the estimated underwriting discounts and the estimated offering expenses payable by us, of approximately $26,954,565 if the underwriters do not exercise their over-allotment option, and $31,162,065 if the underwriters exercise their over-allotment option in full.

approximately 40%, or $10.78 million assuming no over-allotment option is exercised, or $12.46 million if the over-allotment option is exercised in full, for strategic acquisitions and investments aimed at integrating potential target companies specializing in blockchain infrastructure, artificial intelligence, or energy innovation technologies (although we have not yet identified nor entered into preliminary negotiations with any specific acquisition target and do not have any agreements for acquisitions or investments as of the date of this prospectus);

approximately 30%, or $8.09 million assuming no over-allotment option is exercised, or $9.35 million if the over-allotment option is exercised in full, for global market expansion and brand development, encompassing marketing initiatives, customer engagement, and channel development across the North American and Asian markets;

approximately 15%, or $4.04 million assuming no over-allotment option is exercised, or $4.67 million if the over-allotment option is exercised in full, for new mining operations and infrastructure development, including land acquisition, power integration, equipment procurement, and on-site operational expenditures;

an immediate dilution in net tangible book value of $6.31 per share to investors purchasing the common stock in this offering

Existing stockholders | 38,800,000 | 90.0 % | $ 45,000 | 0.2 % | $ 0.00

New investors | 4,285,715 | 10.0 % | $ 30,000,005 | 99.8 % | $ 7.00

If the Representative exercises its over-allotment option, in full, the as adjusted net tangible book value after this offering would be $0.78 per share, the increase in net tangible book value per share would be $0.72 and the dilution per share to new investors would be $6.22 per share

For the fiscal years ended July 31, 2025 and 2024, we had one significant customer, Ethereal Tech Pte. Ltd. (“ETPL”) that was subsequently novated to Ethereal Tech ME Limited (“ETME”), who contributed to 91.5% and 94.8% of our total revenue, respectively.

Our operations rely heavily on the continuous and stable supply of electricity from a small number of power providers, namely Element H Data, LLC (“EHD”) and Southwestern Public Service Company, doing business as Xcel Energy (“Xcel”).

On June 5, 2026, we entered into an Exclusive Agreement with Aleria relating to our proposed AI data center project in Wheeler, Texas. In connection with the agreement, Aleria agreed to pay us a $15 million deposit and we agreed to grant Aleria an exclusive six-month negotiation period, commencing upon receipt of the deposit and extendable for an additional 30 days by mutual written agreement.

Under certain of our hosting agreements, we are entitled to receive a contractually agreed upon percentage of the Bitcoin mining proceeds generated by our customers’ mining machines.

you will incur immediate dilution of $6.31 per share, assuming an initial public offering price of $7.00

AI Power X Inc. will hold 85.87% of our issued and outstanding shares of common stock

Nasdaq may deny an initial listing if it determines that the company’s securities may be particularly susceptible to manipulation or present risks to investors

The material weakness identified to date relate to the Company’s lack of an internal review function to monitor the control execution

Historically, a substantial portion of the Company’s hosting capacity was concentrated with a single customer, ETPL/ETME, whose hosting agreement expired on June 30, 2025. During the first half of 2025, hosting revenue attributable to this customer generally ranged between approximately $0.85 million and $1.0 million per month, representing over 90% of the Company’s hosting revenue and capacity utilization during that period. Following the expiration of this agreement, all equipment under the arrangement was removed from the Company’s facilities. Beginning in July 2025, hosting revenue attributable to ETPL/ETME declined to an immaterial level.

During the three months ended April 30, 2026, the Company recorded an additional $230,000 in consulting services, which offset the decline in hosting revenue.

For the three months ended April 30, 2026 and 2025, we generated total revenue of $2,990,025 and $2,957,044, respectively, and net income of $502,236 and $294,694, respectively. For the nine months ended April 30, 2026 and 2025, we generated total revenue of $8,374,893 and $8,585,886, respectively, and net income of $183,905 and $990,960, respectively.

For the nine months ended April 30, 2026, we had two significant customers, Tribe Trade Inc. and ATA Investment LLC (“ATA”), representing 53.9% and 40.4% of our total revenue, respectively. For the fiscal years ended July 31, 2025 and 2024, we had one significant customer, ETPL/ETME, representing 91.5% and 94.8% of our total revenue, respectively.

For the nine months ended April 30, 2026 and the fiscal years ended July 31, 2025 and 2024, we had one significant supplier, Xcel, representing 85.0%, 84.4% and 88.9% of our total purchase, respectively.

Pursuant to the farm and ranch purchase contract dated May 5, 2026, the purchaser paid an option fee of $2,500 and has the right, but not the obligation, to acquire approximately 154 acres of land located in Wheeler, Texas, for an aggregate purchase price of $1,540,000.

EHD will make 100 MW of interruptible capacity available (in its discretion up to 120MW) at a price of $0.048/kWh, and if we do not take the full contract quantity (as defined in the power purchase agreement) in any year, we must still pay based on deemed generated energy.

On April 23, 2026, we entered into a Tripartite Agreement for AI Factory Development with Aleria and Ricloud AI Inc. in connection with the development of an AI data center project located in Wheeler, Texas.

On July 30, 2026, we renewed the Exclusive Agreement with Aleria on substantially the same terms. Pursuant to the July 30, 2026 agreement, we expect to receive a $15 million deposit from Aleria by August 31, 2026, upon receipt of which Aleria will be granted an exclusive six-month negotiation period, extendable for an additional 30 days by mutual written agreement, with respect to a potential transaction involving the development of up to 1,300MW of AI data center capacity at our Wheeler, Texas site.

(1) Represents 36,996,176 shares of common stock held by AI Power X Inc., a company incorporated under the laws of the State of Delaware, which is 44% owned by Pandora Technology Development Ltd, and 56% owned by Ms. Pei Zhao, who is our director and chairperson of the board of directors, as of the date of this prospectus.

We operate a Bitcoin mining site located at 6354 East 100 North, Marion, Indiana, pursuant to a Bitcoin Mining Hosting and Facility Usage Agreement dated April 1, 2026 with Your Choice Digital, Inc., a Delaware corporation and the owner of the mining site.