(Note: Agora Digital Holdings withdrew its unit IPO plans in an SEC filing on Jan. 11, 2022. The S-1 was filed Nov. 19, 2021. No terms were filed, but some thought this deal might raise up to $50 million. The S-1/A had not been updated since April 2022.)

Agora was organized by our parent and principal stockholder, Ecoark Holdings, Inc. (“Ecoark”) to enter the digital asset mining business. Because of regulatory uncertainty over digital assets being deemed to be securities, Agora’s initial focus is on mining Bitcoin, which has not currently been deemed as a security. Because of regulatory concerns and the changing regulatory environment, we intend to seek opportunities to engage with cryptocurrencies that do not involve the offer or sale of any securities. (Incorporated in Nevada)

On Sept. 22, 2021, Ecoark assigned 100% of the membership interests of Trend Discovery Holdings LLC to Agora, and Trend Discovery is now a wholly owned subsidiary of Agora. Through Trend Discovery, Agora operates the following wholly owned subsidiaries: Bitstream Mining LLC, Barrier Crest LLC, Trend Discovery Capital Management LLC and Trend Discovery Exploration LLC (“Trend Exploration”). 

We are keeping the Bitcoin we acquire in a digital wallet with Coinbase, a large digital asset exchange. We may use our companies for this purpose as well. We are subject to a variety of cybersecurity risks resulting from this arrangement.

Bitstream was organized in the Spring of 2021 to be our principal cryptocurrency subsidiary. Bitstream has entered into a series of agreements, including arranging for a reliable and economical electric power source needed to efficiently mine Bitcoin, ordering miners, housing infrastructure and other infrastructure to mine Bitcoin and locate a third-party hosting service to operate our miners and the service’s more advanced miners. Agora has spent approximately $7.2 million and has agreed to spend approximately $6 million in connection with these agreements, not including future revenue sharing.

We purchased 5,000 Canaan AvalonMiner 841 miners, of which 4,000 have been delivered, and 550 are currently being operated. On November 6, 2021, we commenced Bitcoin mining on a beta test basis. Because these Canaan AvalonMiner 841 miners are less powerful than the other miners we have ordered, we may lose money on our initial mining operations. Our hosting service expects to deploy Bitmain S19 Pro miners, which are expected to be operational in the first quarter of calendar year 2022.

In order to advance our environmental, social and governance (“ESG”) strategy and seek a way to reduce the power costs of our planned mining activities, an Ecoark subsidiary made an intercompany assignment of certain oil and gas mineral leases to Agora’s subsidiary, Trend Exploration. Trend Exploration has been investigating the use of flared or stranded natural gas to fuel a turbine to generate the energy required to mine cryptocurrency. As we seek a solution, the oil wells generate approximately $100,000 per month of revenue at current prices.

Barrier Crest provides fund administration and related services for small hedge funds. Trend Discovery owns an entity which is the general partner and manager, respectively, but not the investment manager, of two investment funds. These investment funds own shares of Ecoark and one also owns warrants of Ecoark. See “Certain Relationships and Related Party Transactions.” As reflected in the financial statements contained in this prospectus, during the period ended Dec. 31, 2021, a majority of our revenue was generated from Barrier Crest, Trend Capital Management and Trend Exploration. We expect a majority of our revenue to primarily be generated by Bitstream following the commencement of our initial cryptocurrency mining operations in November 2021.