UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-40897

CRYPTO 1 ACQUISITION CORP

(Exact name of registrant as specified in its charter)


Cayman Islands		N/A
(State or Other Jurisdiction of Incorporation)		(I.R.S. Employer Identification No.)

1221 Brickell Avenue, Suite 900

Miami, Florida 33131

N/A

(Address of principal executive offices)

(zip code)

(305) 347-5140

(Issuer’s Telephone Number, Including Area Code)

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


Title of Each Class	Trading Symbols	Name of Each Exchange on Which Registered
Units, each consisting of one Class A ordinary share and three-quarters of one redeemable warrant	DAOOU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	DAOO	The Nasdaq Stock Market LLC
Redeemable warrants, exercisable for Class A ordinary shares at an exercise price of $11.50 per share	DAOOW	The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	⌧	Smaller reporting company	⌧
		Emerging growth company	⌧

If 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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

The registrant’s ordinary shares were not listed on any exchange and had no value as of the last business day of the second fiscal quarter of 2021. The registrant’s units begin trading on the Nasdaq Global Market on December 7, 2021 and the registrant’s Class A ordinary shares and warrants began trading on the Nasdaq Global Market on January 12, 2022. The aggregate market value of the units outstanding, other than shares held by persons who may be deemed affiliates of the registrant, computed by reference to the closing price for the units on December 31, 2021, as reported on the Nasdaq Global Market was $232,300,000.

As of March 31, 2022, 23,000,000 shares of Class A ordinary shares, par value $0.0001 per share, and 5,750,000 shares of Class B ordinary shares, $0.0001 par value per share, issued and outstanding.


			PAGE
PART I			1
	Item 1.	Business.	1
	Item 1A.	Risk Factors.	16
	Item 1B.	Unresolved Staff Comments.	51
	Item 2.	Properties.	51
	Item 3.	Legal Proceedings.	51
	Item 4.	Mine Safety Disclosures.	51

PART II			52
	Item 5.	Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities.	52
	Item 6.	[Reserved].	52
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	53
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	56
	Item 8.	Financial Statements and Supplementary Data.	56
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	56
	Item 9A.	Controls and Procedures.	56
	Item 9B.	Other Information.	57
	Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	57

PART III			58
	Item 10.	Directors, Executive Officers and Corporate Governance.	58
	Item 11.	Executive Compensation.	62
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.	63
	Item 13.	Certain Relationships and Related Transactions, and Director Independence.	63
	Item 14.	Principal Accounting Fees and Services.	66

PART IV
	Item 15.	Exhibit and, Financial Statement Schedules.	67
	Item 16.	Form 10-K Summary.	68

SEC Form 10-K filed by Crypto 1 Acquisition Corp