Sec Form 3 Filing - Balencic Jordan Paul @ BITFRONTIER CAPITAL HOLDINGS, INC. - 2025-09-05

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Balencic Jordan Paul
2. Issuer Name and Ticker or Trading Symbol
BITFRONTIER CAPITAL HOLDINGS, INC. [ BFCH]
5. 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
(Last) (First) (Middle)
5753 HWY 85 NORTH #6065
3. Date of Earliest Transaction (MM/DD/YY)
09/05/2025
(Street)
CRESTVIEW, FL32536
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Pref D (super-voting) 51 D
Common Stock 10,323,750 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Balencic Jordan Paul
5753 HWY 85 NORTH #6065
CRESTVIEW, FL32536
X Chief Executive Officer
Signatures
/s/ Jordan P. Balencic, D.O. 09/05/2025
Signature of Reporting Person Date
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.

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 4(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).

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