Key Highlights

  • Bitari filed Amendment No. 2 to its registration statement for an IPO of 4,285,715 shares at an estimated $7.00 each.
  • Gross proceeds would be about $30 million, and Nasdaq Global Market listing approval under BIAI has not yet been granted.
  • The underwriting discount is 6.5%, with a 45-day option to buy up to 642,857 additional shares.
  • AI Power X Inc. would hold 85.87% of the outstanding shares after the offering, making Bitari a controlled company.

Bitari Inc (proposed NASDAQ:BIAI), a Texas company that provides hosting services for bitcoin mining, filed Amendment No. 2 to its Form S-1 registration statement on September 29, 2026, setting out an initial public offering of 4,285,715 common shares at an estimated price of $7.00 per share, or about $30 million in gross proceeds. The company has applied to list its shares on the Nasdaq Global Market under the symbol BIAI, but the filing states that approval has not yet been granted.

US Tiger Securities, Inc. is the representative of the underwriters.

The Offering

Amendment No. 2 is the second amendment to the company's registration statement. The prospectus is preliminary and subject to completion, meaning that the number of shares, the price and other terms shown are not final and no shares can be sold until the registration statement becomes effective.

The preliminary prospectus, dated September 28, 2026, lists an underwriting discount of 6.5% per share and gives the underwriters a 45-day option to buy up to 15% more, or 642,857 additional shares. Directors, officers and holders of 5% or more of the shares have agreed to six-month lock-ups, subject to exceptions. The prospectus says AI Power X Inc. will hold 85.87% of the outstanding shares after the offering, with Pei Zhao identified as beneficial owner and board chairperson, which makes Bitari a controlled company.

On the use of proceeds, the prospectus allocates roughly 10% to research and development, 40% to strategic acquisitions, 30% to global expansion, 15% to mining operations and 5% to general corporate purposes. Because the price is an estimate and the registration statement has not become effective, all of these figures remain subject to change. The allocation is the company's stated intention and is not a commitment about how the money will ultimately be spent.

The Business

Bitari describes itself as a digital infrastructure company providing hosting and operations and maintenance services for bitcoin mining facilities, including machine deployment, preventive maintenance, system optimization and performance analytics. It operates purpose-built sites in Wheeler and Dumas, Texas, and has a contracted site in Marion, Indiana. It was incorporated in Texas on April 19, 2022, is headquartered in Wheeler, Texas, and operates through its subsidiary Bitai Technology Inc. The company is an emerging growth company and a smaller reporting company.

For the nine months ended April 30, 2026, the prospectus reports revenue of $8.37 million and net income of $183,905. For the fiscal year ended July 31, 2025, revenue was $11.29 million and net income was $1.26 million, compared with revenue of $11.85 million and net income of $1.89 million for fiscal 2024.

Risks the Prospectus Highlights

The document draws attention to customer concentration. One customer, identified as ETPL/ETME, accounted for 91.5% of revenue in fiscal 2025 and 94.8% in fiscal 2024, and that customer's contract expired on June 30, 2025. The prospectus also lists dependence on a limited number of electricity suppliers, naming Element H Data and Xcel Energy, along with bitcoin price volatility, capital intensity, regulatory uncertainty around digital assets and competition from larger data center operators. It says a proposed AI data center project remains preliminary, with material terms unresolved.

Bitari's IPO Steps: Effectiveness, Pricing and Listing

An S-1/A is an amendment to a registration statement that the SEC has not yet declared effective, so the offering cannot be completed until that happens. The final price, which the filing describes only as an estimate, will be set in a later prospectus. Investors should watch for further amendments, for confirmation of the Nasdaq Global Market listing approval that the filing says is still pending, and for the SEC's declaration of effectiveness. Only after those steps would the company be able to sell the 4,285,715 shares and begin trading under the proposed BIAI symbol.