Form 8-K

8-K — AVAX ONE TECHNOLOGY LTD.

Accession: 0001493152-26-018940

Filed: 2026-04-24

Period: 2026-04-20

CIK: 0001826397

SIC: 6199 (FINANCE SERVICES)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-99.1 (ex99-1.htm)

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8-K

8-K (Primary)

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0001826397

2026-04-20

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): April 20, 2026

AVAX

ONE TECHNOLOGY LTD.

(Exact

Name of Registrant as Specified in Charter)

British

Columbia A1

001-40578

NA 00-0000000

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

800-525

West 8th Avenue

Vancouver,

BC, Canada

V5Z1C6

(Address

of principal executive offices)

(Zip

Code)

Registrant’s

telephone number, including area code: (604) 757-0952

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, 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. ☐

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

AGRI

The

Nasdaq Capital Market

FORWARD-LOOKING

STATEMENTS

This

Form 8-K and other reports filed by Registrant from time to time with the Securities and Exchange Commission (collectively, the “Filings”)

contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available

to, Registrant’s management as well as estimates and assumptions made by Registrant’s management. When used in the Filings

the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,”

“plan” or the negative of these terms and similar expressions as they relate to Registrant or Registrant’s management

identify forward-looking statements. Such statements reflect the current view of Registrant with respect to future events and are subject

to risks, uncertainties, assumptions and other factors relating to Registrant’s industry, Registrant’s operations and results

of operations and any businesses that may be acquired by Registrant. Should one or more of these risks or uncertainties materialize,

or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated,

expected, intended or planned.

Although

Registrant believes that the expectations reflected in the forward-looking statements are reasonable, Registrant cannot guarantee future

results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the

United States, Registrant does not intend to update any of the forward-looking statements to conform these statements to actual results.

Item

8.01 Other Information

The

Company’s most recent press releases are attached hereto as Exhibit 99.1

Item

9.01 Exhibit

99.1

Press releases from April 20, 2026 and April 23, 2026

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by

the undersigned thereunto duly authorized.

Date:

April 24, 2026

AVAX

ONE TECHNOLOGY LTD.

By:

/s/

Jolie Kahn

Name:

Jolie

Kahn, CEO

EX-99.1

Filename: ex99-1.htm · Sequence: 2

EXHIBIT

99.1

AVAX

One Announces Development of Initial 10 MW Tier 3 AI/HPC Powered Land in Alberta

Announces

Formal and Transformative Expansion into AI/HPC Data Center Infrastructure, Positioning AVAX One at the Intersection of Digital Assets

and Compute-Driven Demand

WEST

PALM BEACH, FL, April 20, 2026 (GLOBE NEWSWIRE) — AVAX One Technology Ltd. (Nasdaq: AVX) (“AVAX One” or the “Company”),

today announced the execution of a Letter of Intent (with a definitive agreement to be negotiated and entered into within 30 days) with

BlueFlare Energy Solutions Inc. (“BlueFlare”), an Alberta-based infrastructure developer, for the development of powered

land capable of supporting a 10 MW AI/HPC Edge Compute facility. This initiative represents the Company’s formal expansion into

the data center and digital infrastructure vertical, positioning AVAX One to participate in the rapidly accelerating demand for AI and

high-performance computing capacity.

The

initiative addresses the power bottleneck which is a foundational constraint for AI/HPC Edge computing capacity by presenting a scalable

and replicable micro grid model in 10 MW increments. This advantageous differentiator is a key element to enabling the Company to achieve

recurring revenue at scale. This transformative event demonstrates a power synergy with the Company’s existing Avalanche treasury

and on-chain strategy by positioning the Company at the intersection of on-chain finance and the physical compute structure that will

power it. Furthermore, this creates a clear path to recurring high-margin revenue through long-term infrastructure agreements with end

clients thus creating sustainable shareholder value opportunities.

“Executing

this Letter of Intent marks a transformative milestone in our evolution into a diversified digital infrastructure company,” said

Jolie Kahn, Chief Executive Officer of AVAX One. “We view AI and high-performance computing infrastructure as a natural extension

of our broader mandate to build institutional-grade exposure to the next generation of digital infrastructure. As global demand for compute

continues to accelerate, we believe access to reliable, cost-efficient power has emerged as the primary constraint on data center deployment.”

“By

developing Tier 3-ready powered land supported by on-site, behind-the-meter natural gas generation, we are directly addressing this bottleneck

while creating scalable, revenue-generating infrastructure assets for our shareholders. Alberta provides structural competitive advantages

as a result of the low cost of natural gas and existing brownfield assets, as well as a friendly environment for permitting and other

regulatory requirements and AESO grid optionality. These advantages enable us to implement development with speed and cost benefits which

most competitors cannot match. This expansion builds on our existing expertise at the intersection of energy and compute, as well as

reflects a deliberate evolution toward owning and operating both the digital and physical infrastructure underpinning the onchain and

AI-driven economies.”

Under

the definitive agreement (to be executed within 30 days from this Letter of Intent), BlueFlare will serve as development manager and

owner’s representative to identify, engineer, permit, procure, and construct approximately 10 MW of total power capacity on a site

located within a 50-mile radius of Calgary, Alberta. The project prioritizes brownfield sites featuring existing natural gas-fired generation

assets to accelerate timelines and reduce permitting risks.

The

powered land will be designed to achieve Uptime Institute Tier 3 certification, incorporating concurrent maintainability, redundant power

distribution paths, and a multi-source architecture. Primary power will come from natural gas generation, supplemented by AESO grid interconnection

(where viable), Battery Energy Storage Systems (BESS) for ride-through and frequency regulation, and diesel backup for final-tier redundancy.

utilizing flared natural gas as the primary power source, AVAX One’s ability to rely on a fixed source of power, rather than being

subject to price fluctuations and grid curtailments during peak usage, which are common occurrences with grid power-based systems. In

addition, the modular microgrid design creates a replicable and scalable blueprint for future deployments in Alberta and potentially

in other areas throughout North America.

Key

Project Highlights:

● Total

Site Power Capacity: Minimum 10 MW

● Mission-Critical

Power: Minimum 7 MW

● Target

Delivery: Powered land ready for end-client deployment in Q1 2027

● Primary

Power Source: Natural gas-fired generation (brownfield priority)

● Resilience

Features: BESS + diesel backup to support Tier 3 requirements

● Location:

Within 50 miles of Calgary, Alberta, leveraging Alberta’s abundant natural gas infrastructure

and AESO grid access

The

total anticipated project cost is approximately $30 to $35 million, with payments tied to milestone deliverables including site selection,

feasibility, permitting, design, procurement, construction, and final commissioning. Once completed, the powered land is expected to

be contracted to a qualified Edge Compute client under a long-term infrastructure agreement, generating recurring revenue while supporting

high-value AI and high-performance computing workloads.

About

AVAX One Technology Ltd.

AVAX

One Technology Ltd. (NASDAQ: AVX) is the first publicly traded Avalanche Treasury company, building the premier institutional gateway

to the onchain financial economy powered by the Avalanche blockchain network. Through AVAX accumulation, onchain yield, and strategic

acquisitions, the Company aims to compound long-term value for its shareholders while supporting the growth of the Avalanche ecosystem.

Led by a team of veterans from institutional finance and public company backgrounds and advised by leaders from across the digital asset

industry, AVAX One is being built to be a scalable, regulated gateway for public market investors to participate in the growth of the

onchain economy. For more information, visit www.avax-one.com.

About

BlueFlare Energy Solutions Inc.

BlueFlare

Energy Solutions Inc. is a decentralized energy infrastructure and solutions provider operating at the intersection of natural gas, power

generation, and high-performance computing. The company specializes in the design, deployment, and operation of modular, behind-the-meter

energy systems, including mobile natural gas generation and integrated compute infrastructure. BlueFlare delivers end-to-end services

spanning project development, engineering, construction, and ongoing operations, with a focus on optimizing energy utilization, reducing

emissions, and monetizing underutilized resources through scalable, distributed power and data solutions.

Forward

Looking Statements

This

press release includes forward-looking statements within the meaning of Section 27A of the Act, and Section 21E of the Securities Exchange

Act of 1934, as amended. These forward-looking statements generally can be identified by the use of words such as “anticipate,”

“expect,” “plan,” “could,” “may,” “will,” “believe,” “estimate,”

“forecast,” “goal,” “project,” and other words of similar meaning. These forward-looking statements

address various matters including statements relating to the anticipated benefits and timing of the completion of the proposed offering

and related transactions, the intended use of proceeds from the PIPE offering, expectations regarding future capital raising activity,

the assets to be held by the Company, expectations regarding adoption of the Avalanche network, the expected future market, price and

liquidity of the digital assets the Company acquires, the macro and political conditions surrounding digital assets, the Company’s

plan for value creation and strategic advantages, market size and growth opportunities, regulatory conditions, competitive position and

the interest of other entities in similar business strategies, technological and market trends, future financial condition and performance,

the expected financial impacts of the proposed transactions described herein, and the timing of the closing of the PIPE offering. Each

forward-looking statement contained in this press release is subject to risks and uncertainties that could cause actual results to differ

materially from those expressed or implied by such statement. Applicable risks and uncertainties include, among others, the proposed

transactions described herein may not be completed in a timely manner or at all; failure to realize the anticipated benefits of the transactions

and the proposed AVAX strategy; changes in business, market, financial, political and regulatory conditions; risks relating to the Company’s

operations and business, including the highly volatile nature of the price of AVAX and other cryptocurrencies; the risk that the price

of the Company’s securities may be highly correlated to the price of the digital assets that it holds; risks related to increased

competition in the industries and markets in which the Company does and will operate (including the applicable digital assets market);

risks relating to significant legal, commercial, regulatory and technical uncertainty regarding digital assets generally; risks relating

to the treatment of crypto assets for U.S. and foreign tax purposes, as well as those risks and uncertainties identified in the Company’s

filings with the SEC. The forward-looking statements in this press release speak only as of the date of this document, and the Company

undertakes no obligation to update or revise any of these statements. The statements made in this press release are not intended to be

projections of the Company’s future results nor an offer of a future securities transaction by the Company. Any offering in the

future will be made through compliance with all applicable regulations and the filing of appropriate documents with the SEC, as required

under those regulations.

Investor

Relations Contact

Sean

Mansouri, CFA or Aaron D’Souza

Elevate

(720)

330-2829

AVX@elevate-ir.com

Media

Contact

Ethan

Lyle

Prospero

avax-one@prosperoadvisors.xyz

AVAX

One Reports Preliminary First Quarter 2026 Financial Results; Reiterates Full Year 2026 Guidance

Preliminary

Q1 2026 Revenue up more than 2x Sequentially to Approximately $2.4 Million

Expansion

into Tier 3 AI/HPC Data Center Infrastructure is Underway

WEST

PALM BEACH, FL, April 23, 2026 (GLOBE NEWSWIRE) — AVAX One Technology Ltd. (Nasdaq: AVX) (“AVAX One” or the “Company”),

today announced preliminary financial and operational results for the three months ended March 31, 2026.

Preliminary

Q1 2026 Revenue and Liquidity Highlights

Based

on preliminary results for the quarter ended March 31, 2026, the Company expects to report a revenue increase of more than double to

$2.4 million compared to Q4 2025. The increase was primarily driven by increased Avalanche staking rewards and Bitcoin mining revenue.

In addition, AVAX One is reporting a total cash balance of $27.2 million, which provides the Company with more than adequate liquidity

to fund operating costs for more than three years without liquidating any of its digital assets.

Operational

Highlights

● Executed

a Letter of Intent to develop an initial 10 MW Tier 3-ready AI/HPC powered land site in Alberta,

with expected readiness for end-client deployment in Q1 2027, marking the Company’s

formal expansion into data center infrastructure and positioning AVAX One to capitalize on

accelerating demand for compute capacity and energy-advantaged digital infrastructure. The

Company has already undertaken the next steps following the LOI and has initiated the formal

due diligence process, including retention of counsel in Alberta, and is in the final stages

of choosing the engineering firm for the project.

● Increased

Bitcoin mining capacity to ~250 PH/s, with near-term expansion expected to exceed 300 PH/s

within the next 30 days, reflecting continued investment in scalable, energy-efficient compute

infrastructure.

● Expanded

Avalanche digital asset treasury to approximately 14.0 million AVAX, with over 90% actively

staked, generating a ~6% annualized yield and reinforcing the Company’s focus on yield-generating

onchain assets.

● Achieved

a current annualized revenue run rate of over $11.0 million, with more than $7.0 million

from AVAX staking rewards and over $4.0 million from Bitcoin mining operations, based on

current digital asset prices.

“Our

first quarter results underscore the early success of our enhanced model that generates increased operating cash flows resulting from

our diversified revenue strategy,” said Jolie Kahn, Chief Executive Officer of AVAX One. “Avalanche ranks among the most

high-performing and scalable blockchain ecosystems worldwide, delivering compelling yields supported by structural scarcity from its

capped supply and transaction fee burns. AVAX One was designed as the preeminent public gateway providing investors with direct, leveraged

exposure to Avalanche’s continued expansion. By staking over 90% of our AVAX tokens, we generate a steady annualized yield of approximately

6%. This approach enables us to compound AVAX per share and establish a scalable, recurring revenue foundation linked to the long-term

development of the Avalanche ecosystem and the increasing institutional embrace of digital assets.”

The

Company continues to expand its development of the physical infrastructure required for digital compute, which is in high demand. AVAX

One recently announced a Letter of Intent to develop a 10 MW Tier 3-ready powered land site in Alberta that utilizes natural gas generation

behind-the-meter and is targeting Q1 2027 readiness. This investment allows the Company to own one of the critical constraints facing

AI/HPC data center development: access to consistent power. The micro-grid, modular data center design powered by existing natural gas

is in demand because of significantly shorter deployment timeframe, lower capital commitments, and ability to scale. Ultimately, this

dual strategy positions AVAX One as one of the only publicly traded companies to own access to the scarce resources that are driving

the future of digital finance and AI development.

Full

Year 2026 Guidance

The

Company is reiterating its previously issued guidance:

in Millions USD)

Current

Spot Price1

2025

Avg. Price2

2025

High Price3

Revenue

$11M

- $12M

$24M

- $25M

$43M

- $44M

Change

vs. prior year period

~5x

~10x

~19x

EBITDA4

$2M

- $3M

$10M

- $11M