Rich by Coin

This prospectus relates to the offer and resale by the selling stockholders identified herein of up to 38,049,663 PIPE Shares, 36,261,239 Pre-Funded Warrant Shares, 73,941,196 Stapled Warrant Shares, and 7,394,119 Advisor Shares. The PIPE Shares, Pre-Funded Warrants and Stapled Warrants were issued on September 18, 2025 pursuant to Subscription Agreements dated September 15, 2025 in private placement offerings. The Advisor Warrants were issued on September 18, 2025 pursuant to Strategic Advisory Agreements between the Company and certain entities providing services for the Company pursuant to Section 4(a)(2) of the Securities Act. We are not selling any shares of Common Stock in this offering, and we will not receive any proceeds from the sale of shares by the Selling Stockholders.

We are registering the resale of such Securities in order to permit selling stockholders to offer the Securities for resale from time to time. The Selling Stockholders may from time to time sell, transfer or otherwise dispose of any or all of the Securities in a number of different ways and at varying prices. The Selling Stockholders may offer all or part of the Securities for resale from time to time through public or private transactions, at either prevailing market prices or at privately negotiated prices, and in accordance with Rule 415(a)(5).

The shares of Common Stock being offered by the Selling Stockholders consist of the PIPE Shares, Pre-Funded Warrant Shares, Stapled Warrant Shares and Advisor Shares. We may register additional shares for resale for the account of additional Selling Stockholders in the future through an accompanying prospectus supplement. The Selling Stockholders may offer and sell up to 155,646,217 shares of our Common Stock pursuant to this prospectus, with further shares potentially added through future supplements.