Bitari IPO seeks 99.8% of proceeds from public investors for just 10% of post‑offering equity

Bitari Inc., a Bitcoin mining host planning a Nasdaq‑listed IPO, proposes a structure in which public investors supply almost all of the capital but receive only a small fraction of the equity.

Offering terms

The company’s S‑1 outlines the sale of 4,285,715 shares at $7 each, generating $30,000,005 in gross proceeds. This amount represents 99.8% of the total consideration shown in the prospectus table, yet it corresponds to just 10% of the 43,085,715 shares expected to be outstanding after the base offering.

Existing shareholder position

Current shareholders would retain 38.8 million shares, or roughly 90% of the post‑offering total, after contributing $45,000 (0.2% of the consideration). The controlling entity, AI Power X Inc., would hold about 85.87% of the outstanding stock, giving its chair, Pei Zhao, equivalent voting power.

Use of proceeds

Bitari estimates net proceeds of approximately $26.95 million before any over‑allotment. The planned allocation is:

• 40% ($10.78 million) for strategic acquisitions and investments (no target identified yet)
• 30% for global market expansion and brand development
• 15% for new mining operations and infrastructure
• 10% for research and development
• 5% for general corporate purposes and working capital

Financial backdrop

For the nine months ended April 30, Bitari reported revenue of $8.37 million, down from $8.59 million a year earlier, and net income of $183,905, down from $990,960. Operating cash outflow was $689,760, compared with a $1.37 million inflow in the prior year period.

Regulatory and timing notes

The company has reserved the ticker symbol BIAI and applied to list on the Nasdaq Global Market, but Nasdaq approval is pending. The offering’s closing and trading dates are not set in the filing.