NOTE 19 – SUBSEQUENT EVENTS

First Amendment to Skycore Digital LLC Letter of Intent

On July 9, 2026, the Company and the sellers of Skycore Digital LLC entered into a First Amendment to the binding letter of intent originally entered into on April 28, 2026, effective as of June 30, 2026. Pursuant to the First Amendment, the drop-dead date under the LOI was extended from June 30, 2026 to January 15, 2027, and may be further extended by mutual written agreement of the parties; the $500,000 break-up fee previously payable by the Company under the LOI was eliminated in its entirety; the exclusivity provisions of the LOI were terminated, and discussions between the parties are now non-exclusive; and the LOI, as amended, is non-binding except for certain surviving provisions relating to confidentiality, governing law, and dispute resolution, such that no party has any obligation to negotiate, execute definitive documentation, or consummate the Skycore Acquisition, and any party may terminate discussions at any time without liability. There can be no assurance that definitive documentation will be executed or that the Skycore Acquisition will be consummated on the terms set forth in the LOI, as amended, on different terms, or at all.

Termination of ATM Sales Agreement and Forward Purchase Agreement

On July 6, 2026, the Company entered into a Sales Agreement (the “ATM Sales Agreement”) with Roth Capital Partners, LLC, as sales agent, under which the Company could offer and sell, from time to time, shares of common stock having an aggregate offering price of up to $300,000,000. On July 17, 2026, the Company terminated the ATM Sales Agreement, effective July 21, 2026, along with its Committed Equity Forward Purchase Agreement, dated May 29, 2026, with Translucent Matter Inc., under which the Company had the right, but not the obligation, to require the purchaser to purchase up to $50,000,000 of common stock. The termination of the Forward Purchase Agreement is effective August 17, 2026. No shares were sold and no proceeds were received under the ATM Sales Agreement, no draws were made or shares issued under the Forward Purchase Agreement, and no termination fee or penalty is payable under either agreement.

Paradox Data, LLC Membership Interest Purchase Agreement

On July 31, 2026, the Company entered into a Membership Interest Purchase Agreement (the “MIPA”) with Paradox Infrastructure LLC (“Seller”) and Paradox Data, LLC (“Paradox Data”), pursuant to which the Company will acquire 100% of the outstanding membership interests of Paradox Data (the “Transaction”). This Transaction supersedes the binding letter of intent entered into on June 18, 2026 for the acquisition of a majority membership interest in Paradox Data, which the parties agreed to restructure as a full acquisition. At closing, Paradox Data’s assets will include a data center development site in El Dorado, Union County, Arkansas (the “Union County Campus”), together with the existing building, an electric service arrangement with Entergy Arkansas, LLC, and rights to acquire up to ten additional acres under an existing land contract.

At the closing of the Transaction, the Company will issue to Seller 5,000 shares of a newly designated series of preferred stock, the Series A Convertible Preferred Stock (the “Series A Preferred Stock”), with a stated value of $1,000 per share ($5,000,000 in the aggregate). Following closing, the Company will make additional milestone payments of up to $20,000,000 in the aggregate, payable in shares of Series A Preferred Stock to Seller and to Paradox Energy, LLC, an affiliate of Seller, upon the achievement of specified request-for-service and energization milestones of up to 150 MW of capacity. If all milestones are achieved, aggregate consideration under the MIPA would total $25,000,000 in stated value. No cash consideration is payable and no debt is being incurred in connection with the Transaction.

The Series A Preferred Stock accrues dividends at 8.0% per annum, payable quarterly in cash or in kind at the holder’s election, and is convertible into the Company’s common stock at a conversion price of $7.45 per share for shares issued at closing (with milestone shares convertible at a formula-based price), subject to customary adjustments and a mandatory conversion feature if the Company’s common stock trades at or above 250% of the applicable conversion price for 20 consecutive trading days. Shares issuable upon conversion are subject to a beneficial ownership cap of 19.99% of the Company’s outstanding common stock absent stockholder approval under Nasdaq Listing Rule 5635.

Closing of the Transaction is subject to customary conditions, including specified pre-closing asset and real property transfers to Paradox Data, and is expected to occur within 30 days of signing, with an outside date of September 30, 2026 (extendable to December 31, 2026 under specified circumstances). As of the date these condensed consolidated financial statements were issued, the Transaction had not closed, and there can be no assurance that it will be consummated on the terms described above, on different terms, or at all. See Note 17 for a description of Mr. Harris’s related party interest in the Transaction, which was reviewed and approved by the Audit Committee.