Business Context and Reporting Period
Company: Datacentrex, Inc. (formerly Thumzup Media Corporation)
Filing Type: Form 10-K (Annual Report)
Reporting Period: Fiscal year ended December 31, 2025
Business Overview: Datacentrex is a digital infrastructure and capital deployment company focused on Scrypt-based proof-of-work (PoW) compute assets. The company owns and operates a fleet of Scrypt ASIC miners deployed across third-party colocation facilities in the United States. It monetizes hashrate primarily through marketplace mechanisms, settling in Bitcoin, while also holding a treasury of digital assets including Dogecoin and Litecoin.
Key Transaction: On December 15, 2025, the company consummated a reverse recapitalization with Dogehash Technologies, Inc. ("Doge"), becoming the accounting acquirer. This transaction marked the company's inaugural year of mining operations.
Key Financial Metrics
| Metric | Value (Year Ended Dec 31, 2025) |
|---|---|
| Revenues | $6,963,477 |
| Cost of Revenue | $3,559,564 |
| Gross Profit | $3,403,913 |
| Gross Margin | 48.9% |
| Operating Expenses | $11,322,284 |
| Net Loss | $(8,502,885) |
| Adjusted EBITDA | $531,308 |
| Cash and Cash Equivalents | $38,919,486 |
| Digital Assets (Fair Value) | $4,430,202 |
| Total Assets | $66,841,910 |
| Total Liabilities | $594,658 |
| Stockholders' Equity | $66,247,252 |
Operational Metrics: As of December 31, 2025, the company operated 3,094 Scrypt ASIC miners with an aggregate deployed hashrate of approximately 43.3 TH/s and total power capacity of 12.5 MW across four U.S. colocation facilities.
Material Changes vs. Prior Period
No Prior Comparable Period: The company had no mining operations in the prior year (2024). The 2025 results reflect the inaugural year of operations following the acquisition of Dogehash Technologies assets in July 2025 and the subsequent reverse recapitalization in December 2025.
Revenue Growth: Revenue of approximately $7.0 million was generated entirely in 2025, driven by the scaling of the mining fleet from an initial 1,500 units to over 3,000 units.
Net Loss Drivers: The net loss of $8.5 million was primarily driven by non-cash depreciation expense of $7.5 million on mining equipment (amortized over a two-year useful life), professional fees related to the merger, and stock-based compensation of $1.4 million.
Guidance, Outlook, and Risks
Management Commentary and Outlook
Management expects future treasury concentration to favor Bitcoin over time, consistent with the hashrate marketplace monetization model. The company intends to use proceeds from a recent public offering (closed March 31, 2026, raising ~$20.2 million) for working capital and general corporate purposes. Strategic focus remains on scaling Scrypt compute operations and evaluating upstream infrastructure opportunities.
Key Risks and Contingencies
- Digital Asset Volatility: Extreme volatility in Bitcoin, Dogecoin, and Litecoin prices directly impacts revenue and treasury value. The company holds significant digital assets which are not insured by the FDIC or SIPC.
- Regulatory Uncertainty: Evolving regulations regarding digital assets, securities classification, and energy usage for mining could materially affect operations. The company notes that while current activities are not deemed securities, future determinations could be adverse.
- Operational Dependencies: Reliance on third-party colocation providers for power and infrastructure; failure of these providers or grid disruptions could halt operations.
- Hardware Supply: Constraints in the supply chain for Scrypt ASIC miners and potential tariff impacts on Chinese-manufactured hardware.
- Network Difficulty: Increases in global Scrypt network hashrate increase mining difficulty, potentially reducing rewards per unit of hashrate.
Unusual Items
The financial statements reflect a reverse recapitalization where Dogehash Technologies was the accounting acquirer. Consequently, the consolidated financial statements present the historical operations of Dogehash for the full year, with Thumzup's assets and liabilities recognized only from the December 15, 2025 effective date.
Investor Verification Checklist
- Revenue Recognition: Verify the methodology for recognizing revenue from hashrate marketplaces versus traditional mining pools, specifically regarding the timing of settlement in Bitcoin.
- Digital Asset Valuation: Confirm the fair value of the $4.4 million digital asset treasury and the specific mix of Bitcoin, Dogecoin, and Litecoin holdings as of the balance sheet date.
- Depreciation Policy: Review the two-year useful life assumption for mining equipment, which significantly impacts net income but not cash flow.
- Colocation Contracts: Examine the terms of the third-party hosting agreements, specifically regarding power costs, curtailment rights, and termination clauses.
- Subsequent Financing: Note the March 2026 public offering of $20.2 million and its impact on share count and dilution.
- Related Party Transactions: Review the services agreement with IRTH Communications, LLC (owned by a former director) and the associated fees paid.