UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 40-F/A
(Amendment No. 2)
[X] Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934
or
[ ] Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
| For the fiscal year ended |
|
|
Commission File Number |
|
Sol Strategies Inc.
(Exact name of Registrant as specified in its charter)
| Ontario |
6199 |
Not applicable |
| (Province or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification
Code Number) |
(I.R.S. Employer
Identification Number) |
217 Queen Street West, Suite 401
Toronto, Ontario, M5V 0R2, Canada
(416) 480-2488
(Address and telephone number of Registrant's principal executive offices)
____________________
C T Corporation System
1015 15th Street N.W., Suite 1000
Washington, DC 20005
(202) 572-3133
(Name, address (including zip code) and telephone number (including
area code) of agent for service in the United States)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| Common Shares, no par value |
STKE |
The Nasdaq Stock Market LLC |
Securities registered pursuant to Section 12(g) of the Act: None.
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
For annual reports, indicate by check mark the information filed with this Form:
|
[ ] Annual information form
|
[ ] Audited annual financial statements
|
Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report: N/A
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. [ ] Yes [X] No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). [ ] Yes [ ] No
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
Emerging growth company [X]
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. [ ]
The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. [ ]
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. [ ]
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). [ ]
EXPLANATORY NOTE
Sol Strategies Inc. (the "Company" or the "Registrant") is a Canadian issuer eligible to file its registration statement pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on Form 40-F pursuant to the multi-jurisdictional disclosure system ("MJDS") of the Exchange Act. The Company is a "foreign private issuer" as defined in Rule 3b-4 under the Exchange Act. Equity securities of the Company are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3.
The Registrant is filing this Amendment No. 2 to the registration statement to update the cover page of the registration statement to update the name of the exchange on which the Registrant’s common shares, no par value, will be listed and include Exhibit 99.150, which is being incorporated by reference in the registration statement. The balance of the registration statement is unchanged hereby and has been omitted.
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Amendment No. 2 to be signed on its behalf by the undersigned, thereunto duly authorized.
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SOL STRATEGIES INC. |
| |
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|
|
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By: |
/s/ Leah Wald |
| |
|
Name: Leah Wald |
| Date: September 4, 2025 |
|
Title: Chief Executive Officer & Director |
| |
|
|
EXHIBIT INDEX
The following documents are being filed with the Commission as Exhibits to this registration statement:
| Exhibit |
Description |
| 99.1* |
News Release dated February 20, 2024 |
| 99.2* |
Interim Condensed Consolidated Financial Statements of Cypherpunk Holdings Inc. for the three months ended December 31, 2023 and 2022 |
| 99.3* |
Management's Discussion and Analysis of Cypherpunk Holdings Inc. for the three month period ended December 31, 2023 and 2022 |
| 99.4* |
Certification of Interim Filings of Cypherpunk Holdings Inc. by CFO dated February 29, 2024 |
| 99.5* |
Certification of Interim Filings of Cypherpunk Holdings Inc. by CEO dated February 29, 2024 |
| 99.6* |
News Release dated March 11, 2024 |
| 99.7* |
News Release dated May 10, 2024 |
| 99.8* |
Confirmation of Notice of Record and Meeting Dates dated May 27, 2024 |
| 99.9* |
Interim Condensed Consolidated Financial Statements of Cypherpunk Holdings Inc. for the six months ended March 31, 2024 and 2023 |
| 99.10* |
Management's Discussion and Analysis of Cypherpunk Holdings Inc. for the six months ended March 31, 2024 and 2023 |
| 99.11* |
Certification of Interim Filings of Cypherpunk Holdings Inc. by CFO dated May 29, 2024 |
| 99.12* |
Certification of Interim Filings of Cypherpunk Holdings Inc. by CEO dated May 29, 2024 |
| 99.13* |
News Release dated May 31, 2024 |
| 99.14* |
News Release dated June 12, 2024 |
| 99.15* |
News Release dated July 5, 2024 |
| 99.16* |
News Release dated July 9, 2024 |
| 99.17* |
Management Information Circular of Cypherpunk Holdings Inc. dated July 2, 2024 |
| 99.18* |
Request for Financial Statements of Cypherpunk Holdings Inc. for the Annual and Special Meeting of Shareholders to be held on July 30, 2024 |
| 99.19* |
Form of Proxy of Cypherpunk Holdings Inc. for the Annual and Special Meeting of Shareholders to be held on July 30, 2024 |
| 99.20* |
Voting Instruction Form of Cypherpunk Holdings Inc. for the Annual and Special Meeting of Shareholders to be held on July 30, 2024 |
| 99.21* |
News Release dated July 16, 2024 |
| 99.22* |
News Release dated July 31, 2024 |
| Exhibit |
Description |
| 99.23* |
Interim Unaudited Condensed Consolidated Financial Statements of Cypherpunk Holdings Inc. for the nine months ended June 30, 2024 and 2023 |
| 99.24* |
Management's Discussion and Analysis of Cypherpunk Holdings Inc. for the nine months ended June 30, 2024 and 2023 |
| 99.25* |
Certification of Interim Filings of Cypherpunk Holdings Inc. by CFO dated August 29, 2024 |
| 99.26* |
Certification of Interim Filings of Cypherpunk Holdings Inc. by CEO dated August 29, 2024 |
| 99.27* |
News Release dated September 9, 2024 |
| 99.28* |
News Release dated September 10, 2024 |
| 99.29* |
News Release dated September 11, 2024 |
| 99.30* |
Certificate and Articles of Amendment of Cypherpunk Holdings Inc. dated September 12, 2024 |
| 99.31* |
News Release dated September 12, 2024 |
| 99.32* |
Material Change Report dated September 24, 2024 |
| 99.33* |
News Release dated October 3, 2024 |
| 99.34* |
News Release dated October 10, 2024 |
| 99.35* |
News Release dated October 15, 2024 |
| 99.36* |
News Release dated October 22, 2024 |
| 99.37* |
Material Change Report dated October 23, 2024 |
| 99.38* |
News Release dated October 25, 2024 |
| 99.39* |
News Release dated October 29, 2024 |
| 99.40* |
News Release dated October 29, 2024 |
| 99.41* |
News Release dated November 18, 2024 |
| 99.42* |
News Release dated November 25, 2024 |
| 99.43* |
News Release dated November 25, 2024 |
| 99.44* |
News Release dated November 25, 2024 |
| 99.45* |
Material Change Report dated November 26, 2024 |
| 99.46* |
Asset Purchase Agreement between Sol Strategies Inc. and Ben Hawkins dated November 14, 2024 |
| 99.47* |
News Release dated December 4, 2024 |
| 99.48* |
News Release dated December 5, 2024 |
| 99.49* |
News Release dated December 11, 2024 |
| 99.50* |
News Release dated December 12, 2024 |
| 99.51* |
News Release dated December 20, 2024 |
| 99.52* |
News Release dated December 31, 2024 |
| 99.53* |
News Release dated December 31, 2024 |
| 99.54* |
Asset Purchase Agreement between Sol Strategies Inc. and Orangefin Ventures LLC dated December 20, 2024 |
| 99.55* |
Material Change Report dated December 31, 2024 |
| 99.56* |
News Release dated January 7, 2025 |
| Exhibit |
Description |
| 99.57* |
Material Change Report dated January 7, 2025 |
| 99.58* |
News Release dated January 9, 2025 |
| 99.59* |
Loan Agreement between Sol Strategies Inc. and Antanas Guoga dated October 21, 2024 |
| 99.60* |
Amended and Restated Loan Agreement between Sol Strategies Inc. and Antanas Guoga dated January 6, 2025 |
| 99.61* |
News Release dated January 16, 2025 |
| 99.62* |
News Release dated January 16, 2025 |
| 99.63* |
Material Change Report dated January 16, 2025 |
| 99.64* |
Securities Purchase Agreement between Sol Strategies Inc. and ParaFi Venture Fund II LP dated January 8, 2025 |
| 99.65* |
Securities Purchase Agreement between Sol Strategies Inc. and ParaFi Quantitative Strategies LP dated January 8, 2025 |
| 99.66* |
Securities Purchase Agreement between Sol Strategies Inc. and ParaFi Digital Opportunities LP dated January 8, 2025 |
| 99.67* |
News Release dated January 17, 2025 |
| 99.68* |
News Release dated January 21, 2025 |
| 99.69* |
News Release dated January 21, 2025 |
| 99.70* |
News Release dated January 22, 2025 |
| 99.71* |
News Release dated January 24, 2025 |
| 99.72* |
News Release dated January 27, 2025 |
| 99.73* |
Management's Discussion and Analysis of Sol Strategies Inc. for the years ended September 30, 2024 and 2023 |
| 99.74* |
News Release dated January 29, 2025 |
| 99.75* |
News Release dated February 3, 2025 |
| 99.76* |
News Release dated February 4, 2025 |
| 99.77* |
News Release dated February 10, 2025 |
| 99.78* |
News Release dated February 11, 2025 |
| 99.79* |
News Release dated February 14, 2025 |
| 99.80* |
News Release dated February 18, 2025 |
| 99.81* |
Letter from Former Auditor dated February 12, 2025 |
| 99.82* |
Letter from Successor Auditor dated February 6, 2025 |
| 99.83* |
Notice of Change of Auditor dated February 12, 2025 |
| 99.84* |
News Release dated February 20, 2025 |
| 99.85* |
News Release dated February 24, 2025 |
| 99.86* |
News Release dated February 25, 2025 |
| Exhibit |
Description |
| 99.87* |
News Release dated March 3, 2025 |
| 99.88* |
Interim Unaudited Condensed Consolidated Financial Statements of Sol Strategies Inc. for the three months ended December 31, 2024 and 2023 |
| 99.89* |
Management's Discussion and Analysis of Sol Strategies Inc. for the three months ended December 31, 2024 and 2023 |
| 99.90* |
Certification of Interim Filings of Sol Strategies Inc. by CFO dated March 3, 2025 |
| 99.91* |
Certification of Interim Filings of Sol Strategies Inc. by CEO dated March 3, 2025 |
| 99.92* |
News Release dated March 3, 2025 |
| 99.93* |
News Release dated March 7, 2025 |
| 99.94* |
News Release dated March 10, 2025 |
| 99.95* |
News Release dated March 17, 2025 |
| 99.96* |
Material Change Report dated March 17, 2025 |
| 99.97* |
Asset Purchase Agreement between Sol Strategies Inc. and Michael Hubbard dated March 7, 2025 |
| 99.98* |
News Release dated April 7, 2025 |
| 99.99* |
News Release dated April 11, 2025 |
| 99.100* |
News Release dated April 15, 2025 |
| 99.101* |
News Release dated April 23, 2025 |
| 99.102* |
Material Change Report dated April 23, 2025 |
| 99.103* |
Annual Information Form of Sol Strategies Inc. for the financial year ended September 30, 2024 |
| 99.104* |
Certification of Interim Filings of Sol Strategies Inc. by CFO dated April 28, 2025 |
| 99.105* |
Certification of Interim Filings of Sol Strategies Inc. by CEO dated April 28, 2025 |
| 99.106* |
News Release dated April 30, 2025 |
| 99.107* |
News Release dated May 1, 2025 |
| 99.108* |
News Release dated May 1, 2025 |
| 99.109* |
Securities Purchase Agreement between Sol Strategies Inc. and ATW Solana Ventures SPV LLC dated April 23, 2025 |
| 99.110* |
Material Change Report dated May 1, 2025 |
| 99.111* |
News Release dated May 6, 2025 |
| 99.112* |
News Release dated May 8, 2025 |
| 99.113* |
News Release dated May 12, 2025 |
| 99.114* |
Voting Instruction Form of Sol Strategies Inc. for the Annual and Special Meeting of Shareholders to be held on June 19, 2025 |
| 99.115* |
Request for Financial Statements of Sol Strategies Inc. for the Annual and Special Meeting of Shareholders to be held on June 19, 2025 |
| 99.116* |
Management Information Circular of Sol Strategies Inc. dated May 9, 2025 |
| 99.117* |
Form of Proxy of Sol Strategies Inc. for the Annual and Special Meeting of Shareholders to be held on June 19, 2025 |
| 99.118* |
Notice of Annual and Special Meeting of Shareholders of Sol Strategies Inc. to be held on June 19, 2025 |
| 99.119* |
News Release dated May 27, 2025 |
| 99.120* |
News Release dated May 28, 2025 |
| 99.121* |
News Release dated May 29, 2025 |
| 99.122* |
Interim Unaudited Condensed Consolidated Financial Statements of Sol Strategies Inc. for the three and six months ended March 31, 2025 and 2024 |
| 99.123* |
Management’s Discussion and Analysis of Sol Strategies Inc. for the six months ended March 31, 2025 and 2024 |
| 99.124* |
Certification of Interim Filings of Sol Strategies Inc. by CFO dated May 30, 2025 |
| 99.125* |
Certification of Interim Filings of Sol Strategies Inc. by CEO dated May 30, 2025 |
| 99.126* |
News Release dated June 2, 2025 |
| 99.127* |
Consolidated Financial Statements of Sol Strategies Inc. for the years ended September 30, 2024 and 2023 |
| 99.128* |
Certification of Refiled Annual Filings of Sol Strategies Inc. by CFO dated June 18, 2025 |
| 99.129* |
Certification of Refiled Annual Filings of Sol Strategies Inc. by CEO dated June 18, 2025 |
| Exhibit |
Description |
| 99.130* |
News Release dated June 19, 2025 |
| 99.131* |
News Release dated June 26, 2025 |
| 99.132* |
News Release dated July 2, 2025 |
| 99.133* |
News Release dated July 21, 2025 |
| 99.134* |
Material Change Report dated July 21, 2025 |
| 99.135* |
News Release dated July 23, 2025 |
| 99.136* |
News Release dated July 28, 2025 |
| 99.137* |
News Release dated July 29, 2025 |
| 99.138* |
News Release dated July 30, 2025 |
| 99.139* |
Notice Dated July 30, 2025 |
| 99.140* |
News Release dated August 5, 2025 |
| 99.141* |
Certificate and Articles and Amendment dated August 5, 2025 |
| 99.142* |
Material Change Report dated August 5, 2025 |
| 99.143* |
News Release dated August 7, 2025 |
| 99.144* |
News Release dated August 25, 2025 |
| 99.145* |
Interim Unaudited Condensed Financial Statements of Sol Strategies Inc. for the three and nine months ended June 30, 2025 and 2024 |
| 99.146* |
Management’s Discussion and Analysis of Sol Strategies Inc. for the three and nine months ended June 30, 2025 and 2024 |
| 99.147* |
Certification of Interim Filings of Sol Strategies Inc. by CEO dated August 26, 2025 |
| 99.148* |
Certification of Interim Filings of Sol Strategies Inc. by CFO dated August 26, 2025 |
| 99.149* |
News Release dated August 26, 2025 |
| 99.150 |
News Release dated September 3, 2025 |
| 99.151* |
Consent of Davidson & Company LLP |
*Previously Filed
ATTACHMENTS / EXHIBITS
EXHIBIT 99.150
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