AIxCrypto Holdings, Inc.
For the period ended Dec 12, 2025. Filed Dec 15, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 12, 2025 · Filed Dec 15, 2025
Use the contents to explore the available documents and sections.
Contents
Cover page
Show cover page
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant To Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to § 240.14a-12 |
AIxCrypto Holdings, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the Appropriate Box):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
December 12, 2025
Dear Stockholder:
You are cordially invited to attend the 2024 Annual Meeting of Stockholders of AIxCrypto Holdings, Inc. (“AIxCrypto” or the “Company”) on December 30, 2025, at 9:00a.m. Pacific Daylight Time. The Annual Meeting will be held in a virtual-only format via internet atwww.virtualshareholdermeeting.com/AIXC2025 and entering the 16-digit control number included in your proxy materials, on your proxy card or in the instructions that accompanied your proxy materials.
The attached proxy statement describes the business to be conducted at the 2024 Annual Meeting of Stockholders (the “Annual Meeting”).
We hope you can join us at the Annual Meeting. As a stockholder, your participation in the affairs of AIxCrypto is important, regardless of the number of shares you hold. Therefore, whether or not you are able to personally attend the Annual Meeting, please vote your shares as soon as possible by following the instructions provided in the Notice of Internet Availability of Proxy Materials, or if you requested to receive printed proxy materials, your enclosed proxy card or voting instruction card if you hold your shares through a bank, broker or other financial intermediary.
Our Notice of 2024 Annual Meeting of Stockholders, proxy statement for the Annual Meeting and 2024 Annual Report on Form 10-K are available atwww.proxyvote.com.
On behalf of the board of directors, we would like to express our appreciation for your continued interest in the affairs of AIxCrypto Holdings, Inc.
Sincerely yours,
/s/ Kevin A. Richardson II
Kevin A. Richardson II
Co-Chief Executive Officer
AIXCRYPTO HOLDINGS, INC.NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS (THE “ANNUAL MEETING”)
Please take notice of the following information regarding the 2024 Annual Meeting of Stockholders of AIxCrypto Holdings, Inc.:
| TIME | 9:00 a.m., Pacific Daylight Time on December 30, 2025 | |
|---|---|---|
| PLACE | Virtual-Only Format via internet at www.virtualshareholdermeeting.com/AIXC2025 | |
| ITEMS OF BUSINESS | 1. | To elect as directors the five nominees identified in the proxy statement; |
| 2. | To approve on a non-binding, advisory basis, the compensation of our named executive officers; | |
| 3. | To approve the adjournment of the 2024 Annual Meeting of Stockholders to a later date, or dates, if necessary or appropriate, to solicit additional proxies to vote in favor of the matters presented at the annual meeting.. | |
| RECORD DATE | You are entitled to vote at the Annual Meeting and any adjournment or postponement thereof if you were a stockholder at the close of business on November 20, 2025. | |
Whether or not you plan to attend the Annual Meeting, please vote your shares as soon as possible by telephone, via the Internet or by completing, dating, signing and returning a proxy card (as instructed in the Notice of Internet Availability of Proxy Materials) to ensure your shares are voted, or, if you hold your shares in street name, by following the instructions provided by your bank, broker or other financial intermediary. Submitting your proxy now will not prevent you from voting your shares at the Annual Meeting if you desire to do so, as your proxy is revocable and voting your shares at the Annual Meeting will automatically revoke any prior vote by proxy.
By Order of the Board of Directors
/s/ Kevin A. Richardson II
Kevin A. Richardson II
Co-Chief Executive Officer
December 12, 2025
| TABLE OF CONTENTS | Page |
|---|---|
| Questions and Answers About These Proxy Materials and the 2024 Annual Meeting of Stockholders | 1 |
| Board of Directors and Corporate Governance | 6 |
| The Board of Directors | 6 |
| Director Independence | 7 |
| Board of Directors’ Role in Risk Oversight | 7 |
| Committees of the Board of Directors | 8 |
| Stockholder Communications with the Board of Directors | 10 |
| Certain Relationships and Related Party Transactions | 10 |
| Delinquent Section 16(a) Reports | 10 |
| Executive Officers | 11 |
| Executive and Director Compensation | 12 |
| Summary Compensation Table (2024 and 2023) | 12 |
| Executive Employment Agreements | 13 |
| Stock Incentive Plan | 13 |
| Outstanding Equity Awards at 2024 Fiscal Year-End Table | 17 |
| Pay versus Performance (PVP) | 17 |
| Hedging or Offsetting Against Compensatory Securities | 19 |
| Compensation of Directors | 19 |
| Equity Compensation Plan Information | 21 |
| Ownership of the Company | 22 |
| Security Ownership of Certain Beneficial Owners and Management | 22 |
| Report of the Audit Committee | 23 |
| Relationship with Independent Registered Public Accounting Firm | 24 |
| Fees and Services of WithumSmith + Brown, PC and Baker Tilly US, LLP | 25 |
| Proposal 1—Election of Directors | 26 |
| Proposal 2—”Say-on-Pay” Vote | 27 |
| Proposal 3—Adjournment Proposal | 28 |
| Other Matters | 29 |
| Householding of Proxy Materials | 29 |
| The Company’s Website | 29 |
| The Company’s Principal Executive Office | 29 |
| Additional Questions and Information Regarding the Annual Meeting and Stockholder Proposals | 30 |
| What happens if additional proposals are presented at the Annual Meeting? | 30 |
| Who will bear the cost of soliciting votes for the Annual Meeting? | 30 |
| May I propose nominees for election to the board of directors at next year’s annual meeting of stockholders? | 30 |
| May I propose other business proposals for consideration at next year’s annual meeting of stockholders? | 30 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.