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samsamsamiam

08/12/22 9:46 AM

#112884 RE: al19 #112879

During FY 2022, we made a conscious decision to enter the Bitcoin mining business. To advance that goal, we formed Agora on September 17, 2021, transferred our former financial services business, Trend Holdings, to Agora and provided loans to enable it to commence its mining business and initiate its planned public offering. On October 8, 2021 Agora filed a confidential draft registration statement on Form S-1 (File No. 377-05577), and Agora filed the corresponding registration statement on Form S-1 (File No. 333-261246) on November 19, 2021 (as amended, the “Agora Registration Statement”) in connection with its initial public offering of units comprised of shares of common stock and warrants to purchase an equal number of shares of common stock. The Agora Registration Statement has undergone a series of amendments since its initial confidential filing in October 2021 and has not yet been declared effective by the Securities and Exchange Commission (“SEC”). In addition, in connection with Agora’s planned initial public offering, Agora has applied for its common stock and warrants to be listed on The Nasdaq Capital Market (“Nasdaq”). That offering has been delayed to regulatory factors outside the Company’s control due to pending and novel accounting issues arising from Bitcoin mining. Agora expects to file an amendment to the Agora Registration Statement shortly after completion of its audit for its fiscal year ended March 31, 2022.

Because of the recent collapse in the price of Bitcoin and the weakness in the stock market, we are uncertain whether Agora can complete its initial public offering or, if it can, how much money it can raise or how dilutive it will be to its shareholders including the Company which owns over 90% of outstanding shares.

https://www.sec.gov/ix?doc=/Archives/edgar/data/1437491/000121390022037982/f10k2022_ecoarkhold.htm