FORM 3
| Washington, D.C. 20549 |
OMB APPROVAL
OMB Number: 3235-0104 Estimated average burden hours per response... 0.5 |
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| 1. Name and Address of Reporting Person * Balencic Jordan Paul |
2. Date of Event Requiring Statement (MM/DD/YYYY)
| 3. Issuer Name and Ticker or Trading Symbol BITFRONTIER CAPITAL HOLDINGS, INC. [BFCH] |
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director ___X___ 10% Owner ___X___ Officer (give title below) _____ Other (specify below) Chief Executive Officer / | ||
| 5. If Amendment, Date Original Filed(MM/DD/YYYY) | 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person | |
Table I - Non-Derivative Securities Beneficially Owned | |||
| 1.Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Pref D (super-voting) | 51 | D | |
| Common Stock | 10,323,750 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
| 1. Title of Derivate Security (Instr. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Explanation of Responses: |
| Remarks: 1. Series D Preferred Stock (super-voting) Represents 51 shares of Series D Preferred Stock, each carrying super-voting rights equal in the aggregate to 51% of the Company's total voting power. These securities were acquired in connection with the change of control of BitFrontier Capital Holdings, Inc. that occurred on July 21, 2025. 2. Common Stock Represents 10,323,750 shares of Common Stock acquired in a private subscription on September 5, 2025, pursuant to a Subscription Agreement with the Company. The purchase price was $0.0008 per share, for an aggregate consideration of $8,259.00. The purchase was made on the same terms as the equity financing round then open and reflected a modest discount to the prevailing market price at the time of subscription. |
| Reporting Owners | |||||
| Reporting Owner Name / Address | |||||
| Director | 10% Owner | Officer | Other | ||
| Balencic Jordan Paul 5753 HWY 85 NORTH #6065 CRESTVIEW, FL 32536 | X | Chief Executive Officer | |||
| Signatures | ||
| /s/ Jordan P. Balencic, D.O. | 9/5/2025 | |
| **Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| * | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | |