PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION, DATED SEPTEMBER 16, 2026

FLEX LTD.

(Incorporated in the Republic of Singapore)

(Company Registration Number 199002645H)

Letter to Shareholders

Your Vote is Very Important

Dear Shareholders of Flex Ltd.,

We are pleased to announce a significant strategic initiative for Flex Ltd. (“Flex”). As part of our ongoing commitment to creating value and sharpening our focus on core business priorities, Flex intends to separate its current offerings across power, cooling, and cloud into an independent, publicly traded company, Axiom Solutions International, Inc. (“Axiom”).

The completion of this spin-off is subject to the approval of Flex’s Board of Directors, our shareholders, and the High Court of the Republic of Singapore (“High Court Approval”). Upon receiving these approvals and completing the transaction, Flex will continue to advance its leadership as a diversified technology, manufacturing, and supply chain partner, while Axiom will emerge as a leading provider of critical infrastructure technologies built around power delivery, advanced cooling, and rack-scale integration for high-density computing and industrial applications.

The spin-off will be effected through a distribution of between approximately 88.0% and 94.0% of all issued and outstanding shares of Axiom common stock, by way of a distribution in specie to Flex shareholders of record on a pro rata basis as of the Record Date. For every  ordinary shares in the capital of Flex (“Flex ordinary shares”) held as of the Record Date, each Flex shareholder will receive  shares of Axiom common stock. Axiom shares will be issued in book-entry form only; no physical share certificates will be distributed. The Distribution will be effected by way of a court-approved capital reduction (the “Capital Reduction”) under the Companies Act 1967 of Singapore (the “Singapore Companies Act”).

Following the separation, Flex’s ordinary shares will continue to trade on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “FLEX” and, subject to requisite approvals, Axiom common stock is expected to be listed on Nasdaq under the symbol “AXM.” You do not need to take any action or pay any consideration to receive your Axiom shares, nor will you need to surrender or exchange your Flex shares.

We expect the Distribution of Axiom common stock to be tax-free to Flex shareholders for U.S. federal income tax purposes, except for any cash received in lieu of fractional shares. We recommend that you consult your tax advisor regarding the specific tax consequences of the Distribution, including any state, local, or non-U.S. tax implications.

We encourage you to review the enclosed proxy statement, which provides important information about the spin-off, Axiom’s business, financial condition, and operations, as well as the Distribution process.

Flex’s Board of Directors believes this separation will maximize value for all Flex shareholders by creating two focused companies—Flex, which can concentrate more fully on the high-complexity markets where its capabilities and scale create the greatest advantage, and Axiom, dedicated to supporting the growing demand for power-dense infrastructure across data center, utility, industrial, and edge applications.

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The Flex Board of Directors unanimously (i) determined that the Spin-Off is advisable and in the best interests of Flex, (ii) approved and declared advisable and in the best interests of Flex the Capital Reduction, the Distribution and, subject to receipt of the affirmative vote by the holders of at least three-fourths of the Flex ordinary shares present and voting at the extraordinary general meeting as is required in order to approve the proposal to approve the Capital Reduction and the Distribution (the “Capital Reduction and Distribution Proposal”) and the High Court Approval, the completion by Flex and its subsidiaries of the Spin-Off and (iii) directed that the Capital Reduction and Distribution Proposal be submitted to the Flex shareholders for approval. The Flex Board of Directors also approved and directed that the Bonus Issuance Proposal be submitted to Flex shareholders for approval and recommended that Flex shareholders vote in favor of the resolution relating to the Bonus Issuance Proposal, which will allow Flex to effectuate the Capital Reduction. Upon the terms and subject to the conditions of the Separation Agreement (as defined below), the Flex Board of Directors recommended that Flex shareholders vote in favor of the resolution relating to the Capital Reduction and Distribution Proposal.

The resolutions relating to the Bonus Issuance Proposal and the Capital Reduction and Distribution Proposal are inter-conditional upon one another. This means that if any of the resolutions is not approved, the other resolution will not be passed. Shareholders should further note that the implementation of the resolutions is contingent upon the receipt of the High Court Approval.

The Flex Board of Directors recommends that you vote “FOR” the Bonus Issuance Proposal and “FOR” the Capital Reduction and Distribution Proposal.

We thank you for your continued commitment to Flex and look forward to your support of both Flex and Axiom in the future.

Regards,

Revathi Advaithi

CEO

[●], 2026

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Bonus Issuance, Capital Reduction and Distribution or the Common Stock to be issued in the Separation and Distribution or determined whether this proxy statement is accurate or adequate. Any representation to the contrary is a criminal offense.

This letter and the accompanying notice of extraordinary general meeting and proxy statement are dated [●], 2026 and are expected first to be mailed to shareholders of Flex Ltd. on or about that date.

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FLEX LTD.

(Incorporated in the Republic of Singapore)

(Company Registration Number 199002645H)

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Important Notice Regarding Electronic Availability of Proxy Statement

We are pleased to furnish proxy materials to our shareholders on the Internet, as permitted by Securities and Exchange Commission (“SEC”) rules. Commencing on or about [●], 2026, we will make available to our shareholders (including all of our registered shareholders) a Notice of Availability of Proxy Materials on the Internet (referred to as the Notice) containing instructions on how to: (i) access the proxy statement, (ii) submit their proxies via the Internet, and (iii) request a printed copy of our proxy materials.

Proxy Voting Matters

You may revoke your proxies at any time before they are voted. Registered shareholders who are present at the meeting may revoke their proxies and vote in person or, if they prefer, may abstain from voting in person and allow their proxies to be voted.

Voting Matters at the Extraordinary General Meeting

Flex is asking shareholders to vote on two proposals at the meeting:

Flex shareholders should note that the Ordinary Resolution No. 1 and the Special Resolution No. 2 (the “Resolutions”) are inter-conditional upon one another. This means that if any of the Resolutions is not approved, the other Resolution will not be passed. Shareholders should further note that the implementation of the Resolutions is contingent upon the receipt of the High Court Approval.

Resolutions Proposed for Shareholder Approval as Special Business

To consider and, if thought fit, to pass with or without modifications, the following resolutions, of which Resolution 1 will be proposed as an Ordinary Resolution and Resolution 2 will be proposed as a Special Resolution:

RESOLVED THAT, subject to and contingent upon the passing of Special Resolution No. 2:

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RESOLVED THAT, subject to and contingent upon the passing of the Ordinary Resolution No. 1:

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Notes

Eligibility to Vote at Extraordinary General Meeting

Receipt of Notice. The Flex Board of Directors has fixed the close of business on September 24, 2026 as the record date for determining those Flex shareholders who are entitled to receive copies of this notice and accompanying proxy statement (“Meeting Record Date”). However, all Flex shareholders of record whose names appear on the Branch Register of Members of Flex maintained in the United States of America on November 2, 2026, the date of the extraordinary general meeting, will be entitled to vote at the extraordinary general meeting.

Quorum

Representation in person or by proxy of at least 33 1/3% of all issued and outstanding Flex ordinary shares is required to constitute a quorum to transact business at a general meeting of Flex shareholders, including an extraordinary general meeting.

Proxies

A shareholder entitled to attend and vote at the extraordinary general meeting is entitled to appoint a proxy to attend and vote on the shareholder’s behalf. A proxy need not also be a shareholder. Even if you plan to attend the meeting, Flex encourages you to vote promptly. You may vote your shares through one of the methods described in the enclosed proxy statement. A proxy card submitted by mail must be received by Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 not less than 48 hours before the time appointed for holding the extraordinary general meeting. Please review the instructions on the proxy card and the accompanying proxy materials regarding the submission of proxies via the Internet, which provide, among other things, for the transmission of voting instructions up until 11:59 p.m. Eastern time on the day before the meeting. You may revoke your proxy at any time before it is voted. Registered shareholders who are present at the meeting may revoke their proxies and vote in person or, if they prefer, may abstain from voting in person and allow their proxies to be voted.

Personal Data Privacy

By submitting an instrument appointing a proxy or representative to attend, speak and vote at the extraordinary general meeting and any adjournment thereof, a shareholder of Flex (i) consents to the collection, use and disclosure of your personal data by Flex (or its agents or service providers) so that Flex (or its agents or service providers) can process, administer and analyze proxies and representatives appointed for the extraordinary

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general meeting (including any adjournment thereof) and prepare and compile attendance lists, minutes and other documents relating to the extraordinary general meeting (including any adjournment thereof), and in order for Flex (or its agents or service providers) to comply with any applicable laws, listing rules, take-over rules, regulations or guidelines (collectively, the “Purposes”), (ii) warrants that where you disclose the personal data of your proxy or representative to Flex (or its agents or service providers), you have obtained that individual’s prior consent for the collection, use and disclosure by Flex (or its agents or service providers) of such personal data for the Purposes, and (iii) agrees that you will indemnify Flex in respect of any penalties, liabilities, claims, demands, losses and damages as a result of your breach of warranty.

By order of the Board of Directors of Flex,

Chan Ching Harn, Michelle

Secretary of Flex Ltd.

Singapore

[●], 2026

You should read the entire accompanying proxy statement, including the Annexes referred to herein, carefully before you return your proxy card or otherwise submit your proxy appointment through electronic communications in the manner set out in the accompanying proxy statement.

Important Notice Regarding the Availability of Proxy Materials for the Extraordinary General Meeting of Shareholders to Be Held on November 2, 2026. This notice of the extraordinary general meeting and the accompanying proxy statement are available on Flex’s website at https://investors.flex.com/financials/sec-filings/.

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ADVISORY STATEMENTS FOR PERSONS IN SINGAPORE

Advisory Statement for the Distribution

Selling restrictions

This Advisory Statement applies to the proposed distribution by Flex of between approximately 88.0% and 94.0% of all issued and outstanding shares of Spinco common stock by way of a distribution in specie to Flex shareholders, as described in this proxy statement. You acknowledge that this proxy statement has not been registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act 2001 of Singapore, as amended or modified (“SFA”).

Accordingly, this proxy statement and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of shares of Spinco common stock may not be circulated or distributed, nor may shares of Spinco common stock be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than pursuant to, and in accordance with, the conditions of an exemption under any provision of Subdivision (4) of Division 1 of Part 13 of the SFA, save for section 280 of the SFA. You further acknowledge that any transfer and/or disposal of shares of Spinco common stock by you (as may be allowed under this proxy statement and subject to compliance with applicable laws) shall be subject to the condition that the foregoing restrictions shall be imposed on each and every transferee and purchaser, and subsequent transferee and purchaser, of the relevant shares of Spinco common stock.

Notification under Section 309B(1) of the SFA

The shares of Spinco common stock are prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

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Table of Contents

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PRESENTATION OF INFORMATION

Unless otherwise indicated or the context otherwise requires, references in this proxy statement to:

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Unless the context otherwise requires, the information included in this proxy statement about Spinco assumes the completion of all of the transactions referred to in this proxy statement in connection with the Spin-Off. This proxy statement describes the business to be transferred to Spinco by Flex in the separation as if the transferred business were Spinco’s business for all historical periods described. References in this proxy statement to Spinco’s historical assets, liabilities, products, businesses, or activities generally refer to the historical assets, liabilities, products, businesses, or activities of the transferred business as the business was conducted as part of Flex and its subsidiaries prior to the completion of all the transactions referred to in this proxy statement in connection with the Spin-Off.

This proxy statement is being furnished solely to provide information to Flex shareholders who will receive shares of Spinco common stock in the Distribution. It is not and is not to be construed as an inducement or encouragement to buy or sell any of Spinco’s securities or any securities of Flex. This proxy statement describes Spinco’s business, Spinco’s relationship with Flex, and how the Spin-Off affects Flex and provides other information to assist you in evaluating the benefits and risks of holding or disposing of Spinco common stock that you will receive in the Distribution. You should be aware of certain risks relating to the Spin-Off, Spinco’s business and ownership of Spinco common stock, which are described under the section of this proxy statement entitled “Risk Factors.”

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QUESTIONS AND ANSWERS ABOUT THE SEPARATION AND DISTRIBUTION AND THE EXTRAORDINARY GENERAL MEETING

The following are some of the questions that you may have and answers to those questions. These questions and answers, as well as the following summary, are not meant to be a substitute for the information contained in this proxy statement, and this information is qualified in its entirety by the more detailed descriptions and explanations contained elsewhere in this proxy statement. You are urged to read this proxy statement in its entirety, including the Annexes referred to herein, prior to making any decision.

Flex has proposed to effect the Distribution of between approximately 88.0% and 94.0% of the outstanding shares of common stock of Spinco by way of a distribution in specie to Flex shareholders on a pro rata basis based on the number of Flex ordinary shares held by each such Flex shareholder as of the Record Date.

The Distribution will be effected by way of the Capital Reduction under the Singapore Companies Act. Under Singapore law, the amount returned to Flex shareholders in the Capital Reduction must form part of Flex’s share capital. To permit the Capital Reduction, Flex will therefore first capitalize a portion of its reserves in an amount which, together with its existing share capital, is at least sufficient to support the Capital Reduction. The Capitalization will be effected by applying the Capitalization Amount in paying up the Bonus Shares. For the avoidance of doubt, although Bonus Shares will be allotted and issued to Flex shareholders of record on the Record Date, they will be cancelled pursuant to the Capital Reduction, which will be inter-conditional upon and which will take effect immediately following the Bonus Issuance. Flex shareholders will accordingly hold the same number of Flex shares after the Capital Reduction as immediately before the Bonus Issuance and will not retain any additional Flex shares as a result of the Bonus Issuance.

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As a result of and immediately following the Distribution, Flex shareholders will, in the aggregate, directly own approximately 88.0% and 94.0% of the outstanding shares of common stock of Spinco. Cash will be distributed in lieu of fractional shares, as described in the section of this proxy statement entitled “The Separation and Distribution—General Treatment of Fractional Shares of Common Stock.” The Flex shareholders will not provide any consideration in exchange for the receipt of such shares of Spinco common stock.

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We cannot assure you that any or all of these conditions will be met, and the Flex Board of Directors may also waive conditions to the Distribution in its sole discretion. Flex may decline at any time to go forward with the Distribution, whether or not the conditions are satisfied, and the Spin-Off would then not occur. For a more detailed description, see the section of this proxy statement entitled “The Separation and Distribution—General—Conditions to the Distribution.”

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If your Flex ordinary shares are registered directly in your name on the Branch Register of Members of Flex maintained in the United States of America by the Transfer Agent, you are considered the shareholder of record, or registered shareholder, with respect to those shares. As the shareholder of record, you have the right to grant a proxy for your vote to either the chairperson of the extraordinary general meeting or a third party, to vote at the meeting. If you choose to vote your shares in person at the extraordinary general meeting, please bring your enclosed proxy card and current, government-issued photo identification. If your name already appears on the Branch Register of Members, you do not need a proxy card to attend and vote. If your Flex ordinary shares are held by a bank, broker or other nominee, you are considered the beneficial owner of shares held in “street name,” and your bank, broker or other nominee is considered the shareholder of record with respect to those shares. Your bank, broker or other nominee will provide you, as the beneficial owner, a package describing the procedure for voting your shares. You should follow the instructions provided by them to vote your shares. You are invited to attend the extraordinary general meeting; however, you may not vote these shares in person at the extraordinary general meeting unless you have procured from your bank, broker or other nominee that holds your shares, a grant of proxy in your favor, giving you the right to vote the shares in person at the extraordinary general meeting, and present an account statement or letter from your bank, broker or other nominee indicating that you are the beneficial holder of your Flex ordinary shares held through your bank, broker or other nominee.

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Immediately following the effective time of the Distribution, Flex shareholders are expected to own between approximately 88.0% and 94.0% of the Spinco common stock outstanding.

The shares of Spinco common stock that Flex shareholders as of the Record Date are entitled to receive in the Distribution will be issued electronically in direct registration form or to their broker, bank, or other nominee on their behalf. For registered holders, the distribution agent will mail them a direct registration account statement that reflects their shares of Spinco common stock. Direct registration form refers to a method of recording share ownership when no physical share certificates are issued to shareholders, as is the case in this Distribution.

For Flex shareholders holding Flex ordinary shares through a brokerage firm or bank, the brokerage firm or bank would be said to hold the Flex ordinary shares in “street name” and ownership would be recorded on the brokerage firm or bank’s books and your brokerage firm or bank will credit their account for the shares of Spinco common stock that they are entitled to receive in the Distribution.

Flex shareholders will not be required to make any payment or surrender or exchange their Flex ordinary shares or take any other action to receive their shares of Spinco common stock.

Accordingly, and so long as the Distribution, together with certain related transactions, qualifies for the Intended Tax Treatment, no gain or loss should be recognized by a U.S. Holder (as defined in the section entitled “United States Federal Income Tax Consequences of the Distribution”) for U.S. federal income tax purposes, and no amount should be included in a U.S. Holder’s income, for U.S. federal income tax purposes, upon the receipt of shares of Spinco common stock pursuant to the Distribution. A U.S. Holder will, however, recognize gain or loss for U.S. federal income tax purposes with respect to cash (if any) received in lieu of a fractional share of Spinco common stock.

For more information regarding the potential U.S. federal income tax consequences of the Distribution, see the section titled “United States Federal Income Tax Consequences of the Distribution” beginning on page 141.

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You should consult your tax advisor about the particular consequences of the Distribution to you, including a situation where you have purchased Flex shares at different times or for different amounts and the application of state, local and non-U.S. tax laws. For a more detailed description, see the section of this proxy statement entitled “United States Federal Income Tax Consequences of the Distribution” beginning on page 141.

The Flex Board of Directors believes that separating the Cloud & Power Infrastructure business from the remainder of Flex and distributing Spinco shares to Flex shareholders is in the best interests of Flex for a number of reasons, including among other things, simplified investment profile and enhanced ability to allocate capital on a focused basis, increased management focus on core business and distinct opportunities, improved operational and strategic flexibility, tailored capital allocation strategies align with distinct business strategies and industry specific dynamics, facilitate potential mergers and acquisitions and resulting synergies, separate acquisition currency, and improved talent attraction, retention, and alignment of management incentives.

The Flex Board of Directors also considered potentially negative factors in evaluating the Spin-Off, including, among other things, the potential for increased aggregated ongoing administrative costs for the two companies operating on a stand-alone basis post-Spin-Off, the inability to take advantage of pre-Spin-Off Flex’s size, purchasing power, borrowing leverage, and available capital for investments, one-time costs expected to be incurred related to the Spin-Off and in connection with the transition to becoming a stand-alone public company, the potential for execution risks related to the Spin-Off, and that the Spin-Off may divert management’s time and attention.

The Flex Board concluded, however, that the uncertainties, risks and potentially negative factors relevant to the Spin-Off were outweighed by the potential benefits.

For further discussion of the approval of the Flex Board, see the section titled “The Separation and Distribution—General—Reasons for the Spin-Off” beginning on page 105.

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The resolutions relating to the Bonus Issuance Proposal and the Capital Reduction and Distribution Proposal are inter-conditional upon one another. This means that if any of the resolutions is not approved, the other resolution will not be passed. Shareholders should further note that the implementation of the resolutions is contingent upon the receipt of the High Court Approval.

The Flex Board of Directors recommends that you vote “FOR” the Bonus Issuance Proposal and “FOR” the Capital Reduction and Distribution Proposal.

Beneficial owners of Flex ordinary shares can request that their bank, broker or other nominee (as the registered shareholder) authorize someone other than the individual(s) named on the legal proxy obtained from their banks, brokers, or other nominees to attend the extraordinary general meeting or vote on their behalf. Contact information for the authorized individual, including name, address and email address, should be provided to register the authorized representative. Requests for registration of an authorized representative for the extraordinary general meeting, along with the contact information specified above and an image of your legal proxy, should be directed to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

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Flex ordinary shares that are not represented in person or by proxy at the extraordinary general meeting will not count towards the establishment of a quorum, which is necessary to transact business at the extraordinary general meeting and vote on the Bonus Issuance Proposal or the Capital Reduction and Distribution Proposal. However, if your Flex ordinary shares are not voted at the extraordinary general meeting but are still represented in person or by proxy at the extraordinary general meeting (including as a result of your directing an “abstention” from voting on any matter to be brought before the extraordinary general meeting), they will count towards the establishment of a quorum. If a quorum of shareholders is not present in person or by proxy at the meeting, no vote will be taken on the Bonus Issuance Proposal or the Capital Reduction and Distribution Proposal. If you are a registered shareholder and you sign the enclosed proxy card but do not indicate how you want to vote, your Flex ordinary shares will be voted “FOR” the Bonus Issuance Proposal and “FOR” the Capital Reduction and Distribution Proposal.

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Simply attending the extraordinary general meeting will not revoke a proxy. In the event of multiple proxies submitted by a shareholder, each proxy will supersede the previous proxy and the last proxy given will be deemed to be the final proxy of the shareholder unless such proxy is revoked prior to or at the extraordinary general meeting.

If you hold your Flex ordinary shares in “street name” through your bank, broker or other nominee, and have directed such person to vote your Flex ordinary shares and want to change your vote, you should instruct such person to change your vote by contacting such persons and following their instructions. If, in the alternative, you wish to vote in person at the extraordinary general meeting, you must obtain a proxy from the record holder of your Flex ordinary shares.

The chairperson of the extraordinary general meeting has the authority to adjourn the extraordinary general meeting for any other purpose, including the absence of a quorum. Where a quorum is not present within half an hour from the time appointed for the extraordinary general meeting, the meeting shall be adjourned without requiring the consent or approval of Flex shareholders.

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RISK FACTORS

The risks and uncertainties described below could materially and adversely impact Spinco’s business, financial condition, and results of operations, could cause actual results to differ materially from Spinco’s expectations and projections, and could cause the market value of Spinco common stock to decline. You should consider these risk factors when evaluating Spinco and Spinco common stock and when reading the rest of this proxy statement, including the sections entitled “Information about Spinco” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Axiom” and Spinco’s financial statements and related notes included elsewhere in this document. These risk factors may not include all of the important factors that could affect Spinco’s business or its industry or that could cause Spinco’s future financial results to differ materially from historic or expected results or cause the market price of Spinco common stock to fluctuate or decline. Additional risks and uncertainties not currently known to Spinco or that Spinco currently believes are immaterial also may impair Spinco’s business, results of operations, liquidity, and financial condition.

Risks Related to Spinco’s Business and Operations

Customer and Revenue Risks

Spinco’s revenue is concentrated among a limited number of customers, which subjects Spinco to significant revenue variability, margin pressure, and counterparty risk.

A relatively small number of customers have historically accounted for, and are expected to continue to account for, a majority of Spinco’s revenue. The loss of one or more of Spinco’s largest customers, or a significant reduction in sales to any of these customers, could materially and adversely affect Spinco’s business, financial condition, and results of operations. For the fiscal year ended March 31, 2026, Spinco’s top two customers represented 34% and 30% of Spinco’s revenue, respectively. Collectively, Spinco’s top two customers accounted for 64% and Spinco’s top 10 customers accounted for 87% of Spinco’s revenue.

Spinco’s customer base is concentrated in part due to the structure of the digital infrastructure industry, in which a limited number of hyperscale cloud providers, colocation companies, and large enterprises represent a substantial portion of market demand. This industry structure may make it difficult or impractical for Spinco to materially diversify its customer base, and Spinco expects that customer concentration will continue for the foreseeable future.

Spinco’s dependence on a concentrated customer base subjects Spinco to significant risks. These customers typically have substantial purchasing power and negotiating leverage, which they may use to obtain favorable pricing, extended payment terms, or other concessions that could reduce Spinco’s margins or adversely affect Spinco’s cash flows. As Spinco’s customers grow larger through consolidation or organic growth, their bargaining power may increase further. In addition, decisions by one or more significant customers to shift their purchases to Spinco’s competitors, to vertically integrate and manufacture products internally, to develop their own infrastructure that may compete with Spinco, or to reduce the volume of products or services they purchase from Spinco could have a material adverse effect on Spinco’s business. Spinco’s customers may have pre-existing or concurrent relationships with, or may themselves be, current or potential competitors, which may affect such customers’ decisions to purchase Spinco’s products and services or the terms on which they are willing to do so. Certain hyperscale customers have developed, or may develop, internal capabilities that compete with Spinco’s offerings, and these customers may choose to reduce their reliance on third-party providers like Spinco over time.

Certain of Spinco’s customer contracts contain change of control, assignment, or consent provisions that may be triggered by the separation or the Distribution. If Spinco is unable to obtain required consents from customers, or if customers exercise termination or other contractual rights in connection with the separation, Spinco’s business, financial condition, and results of operations could be materially and adversely affected. Spinco’s contracts with its top two customers require consents in connection with the separation. Spinco has engaged with these

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customers regarding the separation and, based on discussions to date, expects to obtain the required consents prior to the completion of the Distribution. However, Spinco cannot provide any assurance that such consents will be obtained, or that they will be obtained on terms acceptable to Spinco. In addition, even if consents are not technically required, customers may use the separation as an opportunity to renegotiate pricing, reduce order volumes, or otherwise modify their relationships with Spinco. See “Risks Related to the Spin-Off” for additional information regarding third-party consent requirements.

Spinco may not be able to replace lost revenue from a key customer with revenue from new customers or increased sales to existing customers on a timely basis or at all. This could materially and adversely affect Spinco’s business, financial condition, and results of operations.

Customer commitments are limited and demand is cyclical, which may create inventory exposure, capacity utilization challenges, and significant period-to-period variability in Spinco’s results.

Spinco’s customers generally do not commit to long-term production schedules or provide binding forecasts of their product needs, and Spinco’s contracts with customers typically do not require them to purchase any minimum quantities. Customer purchase orders are often subject to cancellation, modification, or rescheduling, in some cases with limited or no penalties. Many agreements provide for non-cancellable/non-returnable (NCNR) terms or other inventory liability coverage, and some agreements include contractual price reductions or other pricing mechanisms over the term, which can adversely affect revenue and margins. Spinco’s customers may terminate their relationships with Spinco or significantly reduce or delay orders at any time, including as a result of changes in their own business conditions, product demand, technology strategy, or for convenience. Spinco’s inability to accurately forecast customer demand or manage order volatility can result in excess or obsolete inventory, non-cancellable outstanding firm purchase orders which are no longer required requiring cancellation at a cost, manufacturing inefficiencies, and increased costs.

In addition, Spinco’s contracts with customers are often for finite terms and are subject to renewal or renegotiation upon expiration. Spinco cannot assure you that its customers will renew their contracts with Spinco or, if they do, that the terms of any renewal will be as favorable as Spinco’s current contract terms. Customers may use contract renewal cycles as an opportunity to demand price concessions, impose additional requirements, or reduce order volumes. Spinco’s failure to renew contracts with key customers, or to renew them on terms that are favorable to Spinco, could materially and adversely affect Spinco’s business, financial condition, and results of operations.

Because Spinco’s customers operate in highly competitive, rapidly evolving end markets, their demand can be cyclical, project-driven, and influenced by capital spending cycles, regulatory developments, and technology transitions. These dynamics can cause significant period-to-period variability in orders, forecasts, and backlog conversion. Spinco generally does not obtain firm, long-term purchase commitments from its customers, and Spinco often experiences reduced lead times in customer orders that may be shorter than the lead time Spinco requires to procure necessary components and materials.

When demand is reduced, delayed, or cancelled, Spinco may face excess and obsolete inventory, underutilized assets, margin pressure, adverse working capital effects, and increased cash needs. Forecast error, combined with rapid technology transitions, can lead to excess and obsolete inventory, expedite fees, higher logistics costs, suboptimal factory loading, and variability in revenue and gross margin from period to period. Many factors outside of Spinco’s control impact its customers and their ordering behavior, including recession in end markets, changing technology and industry standards, commercial acceptance for products, product obsolescence, and loss of business. This could materially and adversely affect Spinco’s business, financial condition, and results of operations.

Spinco’s concentration of accounts receivable and deposits with a small number of customers increases counterparty and collection risk.

A significant portion of Spinco’s accounts receivable is concentrated among a small number of customers. This concentration of credit risk increases Spinco’s exposure to nonpayment, late payment, or financial distress

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affecting any one of these customers. If one or more of Spinco’s key customers experiences financial difficulties, delays payments, disputes amounts owed, or becomes subject to bankruptcy or insolvency proceedings, Spinco could experience material losses or be required to write off a substantial portion of Spinco’s accounts receivable. In addition, the failure of a key customer to pay amounts owed to Spinco when due could adversely affect Spinco’s liquidity and Spinco’s ability to meet its own financial obligations. Spinco periodically reviews the creditworthiness of its customers; however, such reviews may not be effective in identifying potential credit risks or in preventing nonpayment. Extended payment terms or credit support structures may not fully mitigate this risk. If customers experience financial difficulty or insolvency, Spinco may be unable to collect amounts owed on a timely basis, if at all.

Spinco’s customer contracts may permit termination for convenience or on short notice.

Certain of Spinco’s customer contracts contain provisions that permit the customer to terminate the agreement for convenience upon prior written notice, which notice periods may be relatively short. If a key customer were to exercise its termination rights, Spinco may not be entitled to receive payment for work in process, stranded inventory, or other costs incurred in anticipation of future orders. Spinco may not have adequate contractual protections, such as termination fees or wind-down payments, to offset the financial impact of an early termination by a significant customer. The termination or non-renewal of a contract with any of Spinco’s largest customers, or a significant reduction in orders under such a contract, could materially and adversely affect Spinco’s business, financial condition, and results of operations.

Spinco may incur significant losses if customer-specific capital equipment becomes impaired or obsolete.

Spinco makes investments in capital equipment that is designed for or dedicated to specific customers, products, or programs. These investments are often based on forecasts of customer demand and anticipated long-term relationships. In certain cases, such equipment has limited alternative use and may not be readily redeployable to other customers or applications without significant modification or additional cost. If a customer reduces, delays, or terminates its orders, exits a product line, experiences financial distress, or otherwise ceases to do business with Spinco, Spinco may be unable to recover the carrying value of the related equipment. In such circumstances, Spinco may be required to recognize impairment charges or write-offs for these assets, which could be material to Spinco’s financial condition and results of operations.

In addition, the timing and magnitude of customer demand may differ from Spinco’s expectations, leading to underutilization of such equipment and reduced returns on Spinco’s investments. While Spinco may seek contractual protections, including customer commitments or reimbursement provisions, such protections may be insufficient or may not be enforceable in all cases. Any significant impairment, write-off, or accelerated depreciation of customer-specific capital equipment could adversely affect Spinco’s results of operating, cash flows, and financial position.

Spinco’s relationships with key customers may require Spinco to improve its products, services, and capabilities, which may involve significant technological and design challenges.

Spinco’s customers may place considerable pressure on Spinco to meet tight development schedules, capacity availability timelines, and evolving technical specifications. Accordingly, Spinco may be required to devote a substantial amount of its resources, including engineering, research and development, and capital expenditures, to satisfying the demands of its largest customers, which could divert resources from other strategic initiatives or delay Spinco’s completion of other important development projects. Failure to meet customer-imposed development requirements or timelines could impair Spinco’s relationships with these customers, negatively impact forecasted sales, and could materially and adversely affect Spinco’s business, financial condition, and results of operations.

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Supply Chain, Technology, and Operational Risks

Constrained supply and dependence on single- or limited-source components may elongate lead times, increase costs, and create misalignment with customer obligations.

A delay or interruption in supply from a supplier, especially for critical components such as custom or customer-specified semiconductors, power modules, and high-speed interconnect components, which in some cases are sourced from a single or limited number of suppliers, could significantly impact Spinco’s operations and Spinco’s customers if Spinco is unable to deliver finished products in a timely manner. Quality or reliability issues at any of Spinco’s suppliers, or financial difficulties that affect their production and ability to supply Spinco with components, could halt or delay production of a customer’s product or result in claims against Spinco for failure to meet required customer specifications. Replacing a single- or limited-source supplier could delay production because replacement suppliers, if available, may be subject to capacity constraints or other output limitations. If Spinco cannot secure timely and cost-effective supply aligned with customer schedules, Spinco may incur expedite premiums, carry higher inventory, miss delivery windows, or face penalties and reputational harm.

Spinco’s production has in the past been, and may in the future be, adversely affected by delays and increased costs resulting from issues Spinco’s suppliers face, including geopolitical conflicts and increased energy prices. Spinco’s inability to make scheduled shipments may cause Spinco to experience a reduction in sales, increase in inventory levels and costs, and could adversely affect relationships with existing and prospective customers.

Customer-directed suppliers and components may increase Spinco’s supply chain risk.

Certain of Spinco’s customers direct or require Spinco to purchase components, materials, or subsystems from specified suppliers. In some cases, these customer-directed suppliers may be sole sources for the required components or may be geographically concentrated. Spinco may have limited ability to qualify alternative suppliers or pass through cost increases for customer-specified components. If a customer-directed supplier experiences supply disruptions, quality issues, financial distress, or other problems, Spinco could be unable to meet its customer’s requirements and could be exposed to warranty claims, contract penalties, or liability, even if the underlying issue was attributable to the customer-directed supplier. Spinco’s customers may not agree to share responsibility for these supply chain risks, and Spinco may bear a disproportionate share of the exposure.

Spinco’s dependence on customer and third-party power and water availability and permitting may delay projects or impair economics.

Spinco’s ability to deliver and expand certain solutions and services depends on Spinco’s customers and third-party data center operators securing sufficient and reliable electrical power and water at acceptable costs and within required timelines. Limitations on power generation, transmission, and distribution capacity, utility interconnection lead times, curtailments, outages, and volatility in energy markets may delay energization, restrict available capacity, increase operating costs, and materially affect project economics and contractual performance. Public utility planned outages, broader grid reliability events, and inflationary or geopolitical pressures on energy prices may further increase volatility for Spinco’s customers and partners, affecting Spinco’s schedules and costs. Similarly, water scarcity, drought conditions, competing demands for water resources, and regulatory restrictions on water use may constrain data center cooling capacity, limit site selection, increase operating costs, or delay project timelines.

In several markets, regulators and local authorities have imposed or considered data center development moratoria, stricter energy efficiency standards, caps on usage, or other conditions to approvals. These measures may delay or prevent site development or expansion and increase compliance costs. If customers or third-party operators are unable to secure timely and cost-effective power, or if approval processes are delayed or restricted, Spinco could experience project delays, missed milestones, service-level exposure under Spinco’s contracts, reduced margins, and lost or deferred revenue.

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Third-party facility control, retrofit requirements, and capacity utilization variability may introduce delays, performance risks, and contractual exposure.

As rack power densities increase and liquid or hybrid cooling becomes more prevalent, many existing data center facilities require retrofits to power distribution, structural supports, fluid handling, and interconnect infrastructure. In cases where customers or third-party operators manage these retrofits, Spinco has limited control over their timing, execution, and quality. In certain circumstances, Spinco’s contractual performance obligations may still be evaluated against end-to-end service-level agreements. If required retrofits or interconnect upgrades are delayed, deficient, or incompatible with Spinco’s integrated solutions, Spinco may experience schedule slippage, rework, increased warranty or service obligations, or other adverse commercial consequences, even though these constraints are outside Spinco’s direct control. These risks may become more pronounced as customers accelerate adoption of high-density racks and liquid cooling systems requiring complex facility modifications. Misalignment between contracted program volumes and actual customer usage, whether from program push-outs, changes in deployment plans, or infrastructure delays, can also result in underutilized capacity, excess capacity costs, and inventory exposures. If infrastructure readiness issues prevent timely integration or energization, Spinco could face SLA penalties, margin compression, increased working capital needs, and significant period-to-period variability in Spinco’s results.

Physical climate and geopolitical risks could disrupt Spinco’s facilities, supply chains, and customer programs.

Spinco’s facilities and those of its customers and suppliers are exposed to acute and chronic physical risks, including extreme weather, drought, wildfire, flooding, and seismic events, which may increase in frequency and severity due to climate change. Such events can cause outages, delay production or deployments, impair logistics, increase insurance and energy costs, and reduce available water or power at customer or third-party sites.

Geopolitical tensions, including those affecting the China-Taiwan corridor and other critical regions for semiconductor manufacturing and component sourcing, as well as the conflicts in Ukraine and the Middle East, including the recent conflict involving Iran, can exacerbate supply disruptions, extend lead times, and increase costs. Spinco’s global operations are subject to inherent risks including changes in local tax rates and incentives, labor unrest, political instability, armed conflict, social unrest, terrorism, and natural disasters. Any of these events could disrupt operations at one or more of Spinco’s sites or those of Spinco’s customers, suppliers, and logistics partners, with the impact potentially magnified in areas where Spinco or they have multiple facilities in close proximity.

Rapid technology shifts require continuous capability upgrades and may render existing solutions less competitive or obsolete.

Spinco’s industry is characterized by frequent platform transitions, increasing rack power densities, adoption of liquid and hybrid cooling, evolving power delivery architecture and interconnect standards, and changing security and manageability requirements. To remain competitive, Spinco must continually invest in engineering, validation, supply chain enablement, specialized integration capabilities, capital equipment, and technical support. If Spinco fails to anticipate or timely align with evolving specifications, standards, or density requirements, or if competitors adopt innovations more quickly, Spinco’s win rates, pricing, and margins may suffer, and Spinco may incur inventory write-downs and rework charges.

Many of Spinco’s competitors are well-capitalized and may develop superior products, adapt more quickly to technological changes, industry changes, or customer requirements. The emergence of new technologies, industry standards, or customer requirements may render Spinco’s power delivery systems, cooling solutions, integration capabilities, inventory, or processes less competitive or obsolete. Spinco’s acquisition and implementation of new technologies and equipment, and the expansion of Spinco’s offerings, may require significant expense or capital investment, which could reduce Spinco’s operating margins or adversely affect

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Spinco’s business, financial condition and results of operations. If Spinco fails to keep pace with technological change or evolving market needs, or to develop and introduce competitive products or solutions on a timely manner, Spinco may lose customers and experience decreased or delayed market acceptance and sales of Spinco’s products and solutions.

Financial and Working Capital Risks

Working capital intensity and access to financing may constrain growth and increase earnings volatility.

Delivering Spinco’s products, solutions and services can require significant upfront commitments for customer-specific materials, tooling, integration capacity, specialized test equipment, and inventory. Spinco’s ability to fund growth depends on internally generated cash and access to debt and other financing on acceptable terms. Market disruptions, interest rate volatility, bank sector instability, or adverse credit conditions could increase borrowing costs, limit available capital, or delay funding, constraining project delivery and capacity expansion.

High fixed and semi-fixed costs in Spinco’s manufacturing operations, and elevated inventory levels for customer programs, can magnify the impact of utilization variability and project delays, adversely impacting our earnings and cash flows. Spinco’s operations are working capital intensive, and inventories, accounts receivable, and accounts payable are significant components of Spinco’s net asset base. Numerous factors impact Spinco’s working capital and cash flow, including fluctuations in revenues, fluctuations in collections of receivables and timing of payables, timing and size of capital expenditures, and Spinco’s ability to manage materials purchasing and payment policies and to optimize Spinco’s terms and conditions with suppliers. If Spinco fails to manage its working capital effectively, Spinco’s business, financial condition, results of operations, and liquidity could be materially and adversely affected.

Spinco may not be able to obtain financing arrangements on acceptable terms or in amounts sufficient to meet Spinco’s needs in the future, which could harm Spinco’s ability to grow its business. Failure to obtain required capital when needed could reduce Spinco’s ability to pursue program pipelines and meet customer commitments.

Capital markets and interest rate volatility may constrain Spinco’s customers’ and partners’ ability to fund sites and power, indirectly affecting program ramps and growth visibility.

The development and expansion of data center capacity and utility and power infrastructure, including site acquisition, power procurement, and infrastructure buildouts, are capital intensive and often depend on access to debt and equity markets. Higher interest rates, tighter credit conditions, or reduced investor appetite for digital infrastructure or utility capital investment may lead customers to delay or scale back projects, renegotiate commercial terms, or reprioritize spend, which can reduce Spinco’s order flow and slow ramps. Broader concerns regarding global economic conditions, financial market volatility, geopolitical developments, energy costs, inflation, and the availability or cost of credit have contributed to increased uncertainty. All of the foregoing factors are outside of Spinco’s control and may adversely affect Spinco’s results of operations.

Operational and Strategic Risks

Spinco may encounter difficulties with acquisitions, including the EPC Power Acquisition, and divestitures, which could harm Spinco’s business.

As part of Spinco’s growth strategy, Spinco intends to selectively pursue acquisitions, joint ventures, and strategic alliances. On September 3, 2026, we announced that we entered into a definitive agreement to purchase EPC Power, a leading provider of intelligent power conversion solutions for data center and grid applications, for $4.4 billion. EPC Power is expected to become part of the Cloud and Power Infrastructure business, which we plan to separate into Spinco in the Spin-Off. Whether Spinco realizes the anticipated benefits from such activities depends, in part, upon the successful integration of the acquired businesses, the performance and development of the underlying products, capabilities, or technologies, Spinco’s correct assessment of assumed liabilities, and the management of the operations. The integration of acquired businesses may not be successful and could result in

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disruption to other parts of Spinco’s business. In addition, acquisitions involve numerous risks and challenges, including: diversion of management’s attention from the normal operation of Spinco’s business; potential loss of key employees and customers of the acquired companies; difficulties managing and integrating operations in geographically dispersed locations; the potential for deficiencies in internal controls at acquired companies; increases in Spinco’s expenses and working capital requirements, which reduce Spinco’s return on invested capital; lack of experience operating in the geographic market or industry sector of the acquired business; the need to implement financial and other systems and add management resources; failure to realize anticipated benefits, such as cost savings and revenue enhancements; and exposure to unanticipated liabilities of acquired companies. The EPC Power Acquisition and any future acquisitions may require additional equity financing, which could be dilutive to Spinco’s existing shareholders, or additional debt financing, which could increase Spinco’s leverage and potentially affect Spinco’s credit ratings. In addition, divestitures involve significant risks, including difficulty finding financially sufficient buyers or selling on acceptable terms in a timely manner. Divestitures could adversely affect Spinco’s profitability and, under certain circumstances, require Spinco to record impairment charges or a loss as a result of the transaction. These and other factors could harm Spinco’s ability to achieve anticipated levels of profitability or realize other anticipated benefits of an acquisition or divestiture, and could adversely affect Spinco’s business and results of operations.

Spinco may not achieve some or all of the expected benefits of its restructuring activities, and Spinco’s restructuring activities could adversely affect Spinco’s ability to execute its business strategy.

Following the Spin-Off, Spinco expects to evaluate its operations as a standalone company and may undertake restructuring actions to optimize its cost structure, establish independent functions, or align its operations with its strategic priorities. Spinco will also incur costs associated with creating capabilities previously provided by Flex. Restructuring activities may be costly and disruptive, require significant management attention, and may not achieve the anticipated benefits on the expected timeline or at all. Any failure to achieve expected benefits could have a material adverse effect on Spinco’s competitive position and results of operations.

Spinco may encounter difficulties expanding or consolidating its operations or introducing new competencies or offerings, which could adversely affect Spinco’s results of operations.

As Spinco expands its business, opens new sites, enters new markets, products, and technologies, invests in research, design and development, transfers business within its network, consolidates certain operations, or introduces new business models or programs, Spinco may encounter difficulties that result in higher than expected costs associated with such activities. Potential difficulties include Spinco’s ability to manage growth effectively; to maintain existing business relationships during periods of transition; to anticipate disruptions in its operations that may impact Spinco’s ability to deliver to customers on time, produce quality products, and ensure overall customer satisfaction; and to respond rapidly to changes in customer demand or volumes.

Spinco may also encounter difficulties in ramping and executing new programs. Ramping new programs can range from several months to over a year before production starts, and often requires significant up-front investments and increased working capital. These programs may generate lower margins or losses during and following the ramp period, or may not achieve the expected financial performance, due to production ramp inefficiencies, lower than expected volume, or delays in ramping to volume. Spinco’s customers may significantly change these programs, or even cancel them altogether, due to decreases in their end-market demand or in the actual or anticipated success of their products in the marketplace.

Spinco depends on its ability to attract, retain, and develop highly skilled personnel, and Spinco’s failure to do so could seriously harm Spinco’s business.

To successfully operate as an independent public company and implement Spinco’s business plans, Spinco must identify, attract, develop, motivate, train, and retain key employees, including qualified executives, management, engineering, sales, marketing, IT support, and service personnel. The market for such individuals is highly competitive. Spinco may not be successful in attracting, integrating, or retaining qualified personnel to meet its

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current growth plans or future needs. Attracting and retaining key employees in a competitive marketplace requires Spinco to provide a competitive compensation package. If Spinco’s total compensation package is not viewed as competitive, Spinco’s ability to attract, motivate, and retain key employees could be weakened, and failure to successfully hire or retain key employees and executives could adversely impact Spinco.

Changes in Spinco’s executive management team may also cause disruptions in, and harm to, Spinco’s business. Failure to have an effective succession plan in place for Spinco’s key executive officers could significantly delay or prevent Spinco from achieving its business or development objectives and could materially harm Spinco’s business.

Cybersecurity and Data Risks

Cybersecurity, data privacy, and operational-technology risks could disrupt Spinco’s operations, damage Spinco’s reputation, and expose Spinco to liability.

Spinco relies on its information systems, some of which are managed by third parties, to process, transmit, and store electronic information (including sensitive data such as confidential business information and personally identifiable information relating to Spinco’s employees, customers, vendors, and other business partners), and to manage or support critical business processes and activities, including manufacturing, design and engineering services, financial reporting, inventory management, procurement, invoicing, and electronic communications. Spinco’s ability to effectively manage its business depends on the security, reliability, and adequacy of these information systems. Spinco may be adversely affected if these information systems break down, fail, or are no longer supported.

Like many other corporations in Spinco’s industry, Spinco and third parties upon which Spinco relies have faced, and may continue to face, attempts to gain unauthorized access to Spinco’s systems, networks, and cloud resources, or those of Spinco’s customers, vendors, and third-party service providers. Threat actors continue to evolve in sophistication and use techniques that change frequently, may be difficult to detect, and may remain dormant for extended periods. Artificial intelligence (“AI”) techniques may also be utilized to increase the number and technical sophistication of such attempted breaches. Due to increasing geopolitical tensions and conflicts, Spinco and the third parties upon which Spinco relies may be vulnerable to a heightened risk of cyberattacks that could materially disrupt Spinco’s systems, operations, supply chain, and ability to serve Spinco’s customers, any of which could reduce revenues and harm Spinco’s operational performance.

Spinco’s ability to monitor third parties’ information security practices is limited, supply chain attacks have increased in frequency and severity, and Spinco cannot guarantee that third parties, including cloud or hosted solutions providers, have not been compromised or that their systems are free from exploitable defects. A material incident could result in unauthorized access to, or loss of, confidential information and trade secrets, unfavorable publicity, loss of competitive advantage, governmental inquiry and oversight, difficulty in marketing and selling Spinco’s products and services, significant costs related to rebuilding internal systems, higher insurance premiums, allegations by Spinco’s customers that Spinco has not performed its contractual obligations, litigation by affected parties, and financial penalties, fines, or obligations for damages related to the theft or misuse of Spinco’s information or other assets.

Spinco may be required to invest significant additional resources to comply with evolving cybersecurity regulations, including those addressing artificial intelligence, and to modify and enhance Spinco’s information systems, security and controls, and to investigate and remediate any security vulnerabilities.

Spinco is subject to laws and regulations in the U.S. and other countries relating to privacy and the collection, use, transfer, storage, and security of personal data, including the European Union General Data Protection Regulation, as well as controls or rules imposed by customer or other contracts relating to the same. Data protection laws continue to develop and may have conflicting requirements across jurisdictions; compliance can

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be costly, and any failure to comply with these laws or other data protection standards could subject Spinco to legal and reputational risks, government inquiries, and significant penalties and fines. Spinco’s liability insurance may not be sufficient in type or amount to cover Spinco against claims related to security breaches, cybersecurity attacks, and other related incidents.

Reputational and Stakeholder Risks

Exposure to financially troubled customers or suppliers could adversely affect Spinco’s business, financial condition, and results of operations.

Spinco’s customers may experience financial distress, consolidation, and cyclical demand. If a customer experiences financial difficulty or insolvency, Spinco may be unable to collect amounts owed to Spinco on a timely basis, if at all, and demand for Spinco’s products and services may decline. These events could require Spinco to increase Spinco’s allowance for credit losses, write down inventory, reduce revenue, and increase Spinco’s working capital requirements due to higher inventory levels and longer collection periods.

If a supplier experiences financial difficulty, Spinco may face supply interruptions, reduced allocations, less favorable terms, or the need to qualify alternative sources, which could increase costs, delay production, and affect Spinco’s ability to meet delivery schedules. Any of these developments could adversely affect Spinco’s business, financial condition, results of operations, and cash flows.

Spinco’s business could be impacted as a result of actions by activist shareholders or others.

Spinco may be subject, from time to time, to legal and business challenges in the operation of Spinco’s business due to actions instituted by activist shareholders or others. Responding to such actions could be costly and time-consuming, may not align with Spinco’s business strategies, and could divert the attention of Spinco’s Board of Directors and senior management from the pursuit of Spinco’s business strategies. Perceived uncertainties as to Spinco’s future direction as a result of shareholder activism may lead to the perception of a change in the direction of the business or other instability and may make it more difficult for Spinco to attract and retain qualified personnel and business partners and may affect Spinco’s relationships with customers, vendors, and other third parties.

Negative publicity, regardless of accuracy, could harm Spinco’s reputation and adversely affect Spinco’s business, financial condition, and results of operations.

Media coverage concerning Spinco’s industry, company, brand, personnel, or operations can spread rapidly through digital platforms and social media, making it difficult to remediate. Spinco’s ability to maintain and enhance its brand depends on adapting to this evolving media environment. Negative commentary may reduce customer trust and demand for Spinco’s products and services, which could negatively impact Spinco’s performance.

Risks Related to Spinco’s Industry

Spinco’s business depends on continued capital investment in digital infrastructure, and any reduction in such spending could materially harm Spinco’s results of operations.

Spinco primarily serves customers in the digital infrastructure market, including hyperscale/cloud, colocation, and enterprise data center operators. A majority of Spinco’s revenue is derived from products and services that support high-density computing infrastructure for cloud, AI, and machine learning (“ML”) workloads, as well as other high-performance and data-intensive applications. As a result, Spinco’s business, financial condition, and results of operations are significantly dependent on the level and timing of capital expenditures by Spinco’s customers, particularly hyperscalers.

The digital infrastructure industry is subject to rapid technological change, intense competition, and evolving customer priorities. Capital expenditure cycles among hyperscalers and other data center operators can be

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volatile and may be influenced by factors outside Spinco’s control, including macroeconomic conditions, changes in credit availability, shifts in customer investment priorities, technological developments or alternative deployment architectures (such as orbital or undersea data centers) that reduce demand for Spinco’s products or render certain solutions less competitive, and regulatory developments or public policy changes affecting AI development or deployment. Because Spinco is focused on the data center market and lacks significant diversification across other industries, a sustained decline in AI-related or other accelerated compute and data-center capital spending could adversely affect Spinco’s business, financial condition, results of operations, and prospects.

Overall market trends of increased demand for compute capacity, power infrastructure, and advanced cooling driven by AI and cloud applications have supported recent growth, but there can be no assurance that such trends will continue. Advances in model architectures, training and inference techniques, algorithmic efficiency, and semiconductor design may materially reduce the compute, power, and cooling resources required per unit of AI workload, which could reduce the volume of infrastructure Spinco’s customers require even if AI adoption continues to grow. Consolidation among Spinco’s customers, reduction in spending on digital infrastructure, or shifts in market size toward larger customers may result in lower sales volumes and pricing pressure. Any sustained reduction in customer spending could adversely affect Spinco’s business, financial condition, and results of operations.

In addition, the substantial data center capacity currently under construction may come online faster than demand develops, which could result in excess capacity, declining utilization, falling prices for compute and colocation services, deferred or cancelled projects, and financial distress among Spinco’s customers. Because Spinco’s revenue is concentrated in the data center market, any such developments could result in a rapid and pronounced decline in demand, order cancellations, inventory and capital equipment impairments, and adverse effects on Spinco’s business, financial condition, and results of operations.

Spinco’s industry is highly competitive, and competitive pressures could reduce Spinco’s market share, revenues, and profitability.

Spinco operates in a highly competitive industry. Some of Spinco’s competitors have greater scale and offer a broader range of services, and may have greater name recognition, geographic market presence, manufacturing, and research and development capabilities. They may be better able to take advantage of acquisition opportunities, may be willing or able to make sales or provide services at lower margins than Spinco does, or may adapt more quickly than Spinco does to new technologies, evolving industry trends, and changing customer requirements.

Spinco also faces indirect competition from current and prospective customers who decide to manufacture products internally, or insource previously outsourced business. Competition may cause pricing pressures, reduced profits, or a loss of market share, any of which could materially and adversely affect Spinco’s business, financial condition, results of operations, and cash flows.

Increases in prices for energy and other commodities may adversely affect Spinco’s results of operations.

Spinco relies on various energy sources in its production and transportation activities. Increases in prices for energy and other commodities have resulted in, and may result in further, increased raw material and component costs and transportation costs. Any increase in Spinco’s costs that Spinco is unable to recover in Spinco’s pricing to customers would negatively impact Spinco’s margins and results of operations. To the extent Spinco cannot compensate for cost increases through productivity improvements or price increases to customers, Spinco’s margins may decline, materially affecting Spinco’s business, financial condition, results of operations, and cash flows. Geopolitical instability and volatility in energy markets may further exacerbate these risks.

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Evolving regulations relating to energy, utilities, and data center development could adversely affect Spinco’s business.

Government authorities in the U.S. and other jurisdictions have enacted, proposed, or are considering laws and regulations relating to data center development and permitting, energy and water consumption, grid reliability, and environmental and community impacts, which may result in new requirements, delays, or restrictions on the development, expansion, or operation of data centers or related infrastructure. Regulatory developments, such as moratoria or pauses on data center development, enhanced permitting or review processes, requirements to fund or share in the cost of grid or other utility upgrades, or operational restrictions relating to energy use, water consumption, noise mitigation, or other community-impact measures, could increase Spinco’s customers’ costs, delay or reduce their planned investments, limit the scale or location of data center deployments, or otherwise constrain their ability to deploy or expand AI/ML infrastructure, which could adversely impact demand for Spinco’s products and solutions. In addition, political and popular opposition to the construction, expansion or operation of data centers, which has increased and become more organized in some areas, could lead to additional measures restricting or limiting data center development, expansion and operation and heighten these risks.

Risks Related to the International Nature of Spinco’s Business

Spinco conducts operations globally and is subject to the risks inherent in international operations, which could adversely affect Spinco’s business, financial condition, and results of operations.

Spinco maintains operations, supply chain relationships, and customer relationships across numerous countries. Spinco’s global operations subject Spinco to a variety of risks that could materially harm Spinco’s business, including: longer payment cycles; ineffective legal protection of Spinco’s intellectual property rights in certain countries; labor unrest, including labor strikes, difficulties in staffing, and geographic labor shortages; environmental protection laws and regulations, including those related to climate change; expropriation of private enterprises; natural disasters and exposure to infectious disease, epidemics, and pandemics on Spinco’s business operations in geographic locations impacted by outbreaks; political or social unrest; cultural differences and differences in local business customs; and a potential reversal of current favorable policies encouraging foreign investment or foreign trade by Spinco’s host countries.

The geographic distances between Spinco’s global operations create logistical and communications challenges that could adversely affect Spinco’s business.

The geographic distances between the Americas, Asia, and Europe create a number of logistical and communications challenges for Spinco. These challenges include managing operations across multiple time zones, directing the manufacture and delivery of products across long distances, coordinating procurement of components and raw materials and their delivery to multiple locations, and coordinating the activities and decisions of Spinco’s management team, which may be based in a number of different countries. Facilities in several different locations may be involved at different stages of the production process of a single product, leading to additional logistical difficulties.

Global economic conditions, including inflationary pressures, currency volatility, trade conflicts, geopolitical uncertainty, and instability in financial markets, may adversely affect Spinco’s business, financial condition, results of operations, and access to capital.

Spinco’s operations and the execution of Spinco’s business plans and strategies are subject to the effects of global economic trends, geopolitical risks, and demand or supply shocks from events that could include political crises and conflict, war, terrorist attacks, natural disasters, or actual or threatened public health emergencies. Spinco’s business is also affected by local and regional economic environments, supply chain constraints, and policies in the U.S. and other markets that Spinco serves, including interest rates, monetary policy, inflation, commodity prices, currency volatility, currency controls or other limitations on the ability to expatriate cash,

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sovereign debt levels, and actual or anticipated defaults on sovereign debt. Changes in local economic conditions or outlooks, such as lower rates of investment or economic growth in China, Europe, or other key markets, may affect the demand for or profitability of Spinco’s products and services.

Spinco operates in emerging markets where economic, political, and legal risks are heightened. Political changes and trends such as protectionism, economic nationalism, and restrictions on multinational companies can interfere with Spinco’s global operating model, supply chain, production costs, customer relationships, customer demand, and competitive position. Such measures can be imposed suddenly and unpredictably. Changes in policies by the U.S. or other governments could negatively affect Spinco’s results of operations due to changes in duties, tariffs, or taxes, or limitations on currency or fund transfers, as well as government-imposed restrictions on producing certain products in, or shipping them to, specific countries.

Spinco is subject to complex and evolving trade policies, tariffs, and export controls, and failure to comply or adapt to changes could restrict Spinco’s business or result in penalties.

Due to the global nature of Spinco’s business, Spinco is subject to a complex system of import- and export-related laws and regulations in the United States and other countries, including economic sanctions administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control and similar laws in other jurisdictions. Spinco’s products, services, and technology are regulated by these trade control and customs regimes, and in some cases require licenses or other authorizations. Spinco’s ability to obtain and maintain such licenses and authorizations on a timely basis, or at all, is subject to risks and uncertainties, including changing laws, regulations, foreign policies, and geopolitical factors.

Non-compliance with these laws and regulations by Spinco, Spinco’s customers, or Spinco’s suppliers can result in a wide range of penalties, including denial of import or export privileges, fines, criminal penalties, administrative sanctions, seizure of inventory, import detention, and loss of business. Delays or denials of licenses can prevent or defer sales, and if Spinco is not successful in obtaining or maintaining necessary licenses or authorizations in a timely manner, previously recognized revenue and profit may need to be reversed. Moreover, Spinco could be subject to reputational harm if any of Spinco’s customers, former customers, or vendors were subject to U.S. sanctions or did business with sanctioned countries.

Any expansion of export, sanctions, or import restrictions, including the imposition of new tariffs or trade restrictions, tariff increases, anti-dumping or countervailing duties, trade embargoes, or retaliatory measures by affected countries, could adversely affect Spinco’s competitive position, financial condition, results of operations, or liquidity.

Tariffs, trade restrictions, changes in trade policy, including heightened trade volatility, and uncertainty regarding trade agreements may adversely affect Spinco’s business.

Political developments such as protectionism and economic nationalism have resulted in, and may continue to result in, tariffs, trade restrictions, and other barriers that may interfere with Spinco’s operations, supply chain, and competitive position. Throughout 2025 and into 2026, the U.S. administration imposed varying levels of tariffs on goods imported from China and other countries. Further escalation of trade tensions could materially increase Spinco’s product input costs, contract customer demand, or otherwise adversely affect Spinco’s business. Spinco generally seeks to pass tariff costs through to Spinco’s customers, which can affect reported net sales, operating income margins, and the timing of operating cash flows. To the extent Spinco is unable to recover tariff costs, Spinco’s results of operations could be adversely affected. The United States-Mexico-Canada Agreement is subject to a joint review process in 2026, and there can be no assurance that the agreement will not be amended, suspended, or terminated. In addition, on February 20, 2026, the U.S. Supreme Court struck down certain tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”), following which the U.S. administration announced a new 10% global tariff under Section 122 of the Trade Act of 1974. These developments have created uncertainty regarding the future rate, scope, and enforceability of tariffs, the availability of refunds for invalidated tariffs, and the potential for alternative legislative or executive actions. Any

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material changes to trade agreements or ongoing uncertainty regarding U.S. trade policies could adversely affect Spinco’s business, financial condition, and results of operations.

Spinco has operations in China that are subject to evolving laws, regulations, policies, and geopolitical risks that could adversely affect Spinco’s business.

Spinco has operations located in China that could be adversely affected by evolving laws, regulations, and policies, including with regard to import and export tariffs and restrictions, and information security and privacy, as well as changes in the political and geopolitical environment involving China. U.S.-China bilateral trade relations remain uncertain. U.S. trade actions, including imposing tariffs on certain goods imported from China or deemed to be of Chinese origin, as well as the potential for new tariffs, trade embargoes, or sanctions by the U.S. and countermeasures imposed by China in response, could adversely affect Spinco’s business, including in the form of increased cost of goods sold, decreased margins, increased pricing for customers, and reduced sales. U.S. technology export controls with respect to China, which are intended in part to restrict China’s ability to obtain advanced computing chips, develop and maintain supercomputers, and manufacture advanced semiconductors, have adversely impacted certain of Spinco’s customers and end markets and may continue to do so.

Additionally, increased tensions between mainland China and Taiwan could disrupt the operations of companies in Taiwan that are critical to the global supply of semiconductors and other electronic components on which many of Spinco’s customers depend. Any such disruption could have significant adverse effects on Spinco’s supply chain and ability to serve Spinco’s customers.

Geopolitical uncertainty, including as a result of armed conflicts, may adversely affect Spinco’s business, financial condition, and results of operations.

Spinco may have facilities in regions subject to geopolitical tensions. If these facilities were to be damaged, destroyed, or otherwise unable to operate, whether due to war, acts of hostility, or terrorist acts, such an event could jeopardize Spinco’s ability to develop, manufacture, and deliver certain products and adversely affect Spinco’s operations and results of operations. Spinco’s operations have been, and could continue to be, disrupted by the absence of employees called to active duty to perform military service.

The Russia-Ukraine conflict, the Israel-Hamas war, the recent military actions in Iran by the U.S. and Israel and other conflicts in the Middle East, and other hostilities or armed conflicts, or the interruption or curtailment of trade or transport between the countries where Spinco’s facilities are located and their respective trading partners, have in the past and could in the future adversely affect Spinco’s operations and results of operations. Political, economic, and military instability in these or other regions could lead to an increase in cyberattacks and disruptions and instability in global markets (including increases in inflation rates, increases in energy prices, and adverse effects on currency exchange rates and financial markets), supply chains, and industries that could negatively impact Spinco’s business, financial condition, and results of operations.

Increased international political volatility, including changes to previously accepted trade or other government policies or legislation in the U.S. and Europe, instability in parts of Europe and the Middle East, as well as strained international relations, anti-immigrant activities, social unrest, fears of terrorism, enhanced national security measures, and armed conflicts, may materially hinder Spinco’s ability to conduct business, or may reduce demand for Spinco’s products or services.

Operations in foreign countries present risks associated with inflation, infrastructure, and labor conditions that could adversely affect Spinco’s business.

Inflation may impact Spinco’s profits and cash flows. In many jurisdictions in which Spinco operates, governmental authorities exercise significant influence over many aspects of the economy, and their actions could have a significant effect on Spinco’s business. Spinco could be harmed by inadequate infrastructure,

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including lack of adequate power supply, transportation, raw materials, or components in certain locations. In addition, Spinco may encounter labor disruptions, including labor strikes or claims, and rising labor costs (including minimum wage increases that are government-mandated from time to time), in particular within the lower-cost regions in which Spinco operates due to, among other things, demographic changes and economic development in those regions. Any increase in labor costs that Spinco is unable to recover in Spinco’s pricing to customers could adversely impact Spinco’s margins and results of operations.

Financial Risks

Spinco may not be able to access the capital and credit markets on terms that are favorable to Spinco, or at all, including in connection with the EPC Power Acquisition.

Spinco’s business relies on the availability of financing. In connection with the EPC Power Acquisition, we intend to replace the Bridge Facility with a combination of debt and equity financing at Spinco. The capital and credit markets have in the past experienced and may continue to experience extreme volatility or disruptions that may lead to uncertainty and liquidity issues for both borrowers and investors. Certain customers and suppliers, as well as Spinco’s business, may need access to credit and trade finance lines and other financing instruments for certain transactions. Additionally, Spinco may need to access the capital markets to supplement Spinco’s existing funds and cash generated from operations to satisfy Spinco’s needs for working capital or capital expenditure requirements.

A variety of factors beyond Spinco’s control could impact the availability or cost of capital, such as domestic or international economic conditions, including as a result of: tariffs or the imposition of new tariffs, trade wars, barriers, or restrictions or threats of such actions; increases in key benchmark interest rates and/or credit spreads; the adoption of new or amended banking or capital market laws or regulations; and the repricing of market risks and volatility in capital and financial markets.

In the event of adverse capital and credit market conditions, Spinco may be unable to obtain capital market or other financing on favorable terms, or at all, and changes in credit ratings issued by nationally recognized credit-rating agencies could adversely affect Spinco’s ability to obtain capital market or other financing and the cost of such financing. Such factors may impact Spinco’s ability, or the ability of Spinco’s customers or suppliers, to obtain debt financing, guarantees, or hedging from financial institutions, which could limit Spinco’s growth and materially and adversely affect Spinco’s business, financial condition, results of operations, and cash flows.

Spinco is subject to the risk of increasing income and other taxes, tax audits, and changes in tax laws, any of which may adversely affect Spinco’s financial performance.

Spinco conducts business operations in a number of countries and is subject to income and other taxes in the United States and numerous foreign jurisdictions. Spinco’s future effective tax rates could be affected by changes in the mix of earnings in countries with differing statutory tax rates; changes in tax laws, regulations and judicial rulings (or changes in the interpretation thereof); changes in generally accepted accounting principles; changes in the valuation of deferred tax assets and liabilities; changes in the amount of earnings permanently reinvested offshore; and changes related to tax holidays or incentives. From time to time Spinco may benefit from tax incentives or similar programs, and changes to or the expiration of such programs could affect Spinco’s income tax expense.

The international tax environment continues to change as a result of both coordinated efforts by governments and unilateral measures designed to address perceived international tax avoidance. The Organization for Economic Co-operation and Development (the “OECD”) and participating countries continue to work toward implementation of a global minimum tax rate of 15% as part of its base erosion and profit shifting project, and many countries in which Spinco operates have enacted or are enacting laws based on these proposals. These rules could increase tax complexity and uncertainty, adversely impact Spinco’s effective tax rate and cash tax liability, and reduce the benefits achieved from tax incentives. However, in January 2026, the OECD released a “side-by-side” package introducing new safe harbors and providing an exemption for U.S.-based multinational

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companies from parts of the global minimum tax framework. Spinco continues to evaluate the impact of proposed and enacted legislative changes to Spinco’s effective tax rate and cash flows as new guidance becomes available in each country.

Spinco and its subsidiaries are regularly subject to tax return audits and examinations by various taxing jurisdictions. Spinco develops its tax filing positions based upon the anticipated nature and structure of Spinco’s business and the tax laws, administrative practices, and judicial decisions currently in effect, all of which are subject to change or differing interpretations, possibly with retroactive effect. Should additional taxes be assessed as a result of a current or future examination, or should tax laws change in a manner adverse to Spinco, there could be a material adverse effect on Spinco’s tax provision, financial condition, results of operations, and cash flows.

Fluctuations in foreign currency exchange rates could increase Spinco’s operating costs and adversely affect Spinco’s results of operations.

Spinco has operations located in various parts of the world, and a portion of Spinco’s purchase and sale transactions are denominated in currencies other than the U.S. dollar. A significant portion of Spinco’s operational costs, including payroll, site costs, locally sourced supplies and inventory, and income taxes, are denominated in various non-U.S. dollar currencies. Currency exchange rates fluctuate daily as a result of changes in political and economic conditions, and a significant increase in the value of certain local currencies relative to the U.S. dollar could adversely affect Spinco’s financial results and cash flows by increasing both Spinco’s costs and the costs of Spinco’s local supply base.

Spinco may use financial instruments such as forward exchange contracts, swap contracts, and options to hedge Spinco’s foreign currency exposure. However, Spinco’s hedging strategy may not fully mitigate the longer-term impacts of changes to foreign exchange rates, and if Spinco’s hedging activities are not successful or if counterparties default on their obligations, Spinco may experience significant unexpected expenses or fluctuations in Spinco’s results of operations.

Changes in accounting standards and subjective assumptions, estimates, and judgments by management related to complex accounting matters, could significantly affect Spinco’s financial results or financial condition.

Generally accepted accounting principles and related accounting pronouncements, implementation guidelines, and interpretations regarding a wide range of matters relevant to Spinco’s business, such as revenue recognition, asset impairment and fair value determinations, inventories, business combinations and intangible asset valuations, leases, and litigation, are highly complex and involve many subjective assumptions, estimates, and judgments. Changes in these rules or their interpretation or changes in underlying assumptions, estimates, or judgments could have a material adverse effect on Spinco’s business, results of operations, and financial position.

Legal and Regulatory Risks

Litigation, investigations, or enforcement actions could result in significant liabilities, operational restrictions, and reputational harm.

Spinco is, from time to time, subject to claims, lawsuits, investigations, and regulatory or administrative proceedings across the jurisdictions where Spinco operates. These matters may involve commercial disputes; regulatory compliance; intellectual property; product liability; employment and labor; privacy and data protection; securities and governance; and tax. Adverse outcomes, whether by judgment, settlement, consent decree, or otherwise, could require monetary payments, penalties, injunctive relief, operational changes, monitorships, remedial measures, or enhanced compliance controls.

Even if Spinco prevails, Spinco may incur substantial costs, increased insurance premiums, and management distraction that disrupts operations and harms Spinco’s reputation with customers, suppliers, employees, and

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regulators. Outcomes are unpredictable, and accruals and insurance coverage may be insufficient or unavailable. Securities class actions or derivative litigation may also follow volatility in Spinco’s securities or disclosures. Any of these could materially affect Spinco’s business, financial condition, results of operations, and cash flows.

Spinco’s compliance program may not prevent violations of anti-corruption and related laws, which could result in severe penalties, business restrictions, and reputational harm.

Spinco conducts business in numerous jurisdictions with stringent anti-corruption, anti-bribery, and related compliance requirements, including the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, and similar laws elsewhere. Spinco maintains policies, procedures, training, and internal controls designed to promote compliance and prohibit offering, promising, authorizing, or providing anything of value to government officials or other counterparties to obtain or retain business. However, Spinco cannot assure that Spinco’s employees, agents, consultants, or other third parties acting on Spinco’s behalf will comply with these requirements at all times. Spinco’s risk may be heightened in jurisdictions where corruption is perceived to be more prevalent.

Actual or alleged violations could result in investigations, significant civil and criminal fines and penalties, disgorgement, monitorships, and reputational damage. Any of these events could adversely affect Spinco’s business, financial condition, results of operations, and could require substantial management time and resources to address.

Inadequate protection of Spinco’s intellectual property and exposure to third-party intellectual property claims could adversely affect Spinco’s business and results of operations.

Spinco develops and owns, and in some cases licenses, intellectual property used in Spinco’s engineering, design, and manufacturing services and in Spinco’s products. Although Spinco uses a range of measures to protect its intellectual property, including contractual and security controls and seeking patent and trademark protection where appropriate, these measures may not prevent infringement, misappropriation or other unauthorized disclosure or use of Spinco’s intellectual property or innovations. Moreover, protecting against the unauthorized use of proprietary technology is difficult and expensive and Spinco may need to litigate with third parties to enforce or defend patents issued to Spinco and Spinco’s other intellectual property rights or to determine the enforceability and validity of Spinco’s proprietary rights or those of others. If Spinco cannot adequately protect or enforce its intellectual property rights, Spinco could lose the competitive advantages of its proprietary technology.

Spinco’s activities may expose Spinco, Spinco’s suppliers, and Spinco’s customers to claims that Spinco’s services, products, processes, designs, or components infringe, misappropriate, or otherwise violate third-party intellectual property rights, or that Spinco has breached license or other contractual provisions. Spinco also sometimes enters into patent, software, or other licenses that condition Spinco’s use of third-party technology and restrict the scope of permitted activities. While licensing is not a significant component of Spinco’s business, disputes may still arise over coverage or compliance, Spinco’s licensors may fail to maintain, enforce, or protect the licensed intellectual property, and Spinco may decide not to take certain licenses, any of which could increase the likelihood of third-party assertions and require Spinco to modify or limit certain activities, products, or services.

Because Spinco provides design and engineering services in addition to manufacturing, customers often seek to allocate intellectual property risk to Spinco to a greater extent than in traditional manufacturing engagements, including requiring broad intellectual property indemnities. Assertions against Spinco’s customers may trigger indemnification obligations, require Spinco to participate in defense, or result in disputes over responsibility between Spinco and Spinco’s customers. Moreover, Spinco could become subject to large indemnity payments or damages claims from contractual breach, which could harm Spinco’s business results, cash flows, financial condition, or prospects.

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If infringement, misappropriation, or other similar claims are brought against Spinco or Spinco’s customers, whether or not they have merit, Spinco could be required to expend significant resources on defense, and Spinco or Spinco’s customers could be required to develop non-infringing alternatives, obtain licenses, or cease, delay, or modify the affected services, products, or features. Suitable alternatives may be unavailable or costly, licenses may not be available on commercially reasonable terms or at all, and any litigation or dispute resolution could be lengthy, disruptive, and expensive and may not be resolved in Spinco’s or Spinco’s customers’ favor.

Spinco also faces heightened risks to Spinco’s intellectual property in certain foreign jurisdictions, including risks of theft, reverse engineering, or misuse; limitations in the availability, scope, or enforceability of intellectual property rights; and challenges in obtaining effective remedies. In some countries in which Spinco operates, intellectual property laws and enforcement mechanisms may be weaker than in the United States, and legal or administrative requirements may require Spinco to compromise protections or yield certain rights to technology, data, or other intellectual property to conduct business in such countries or access certain markets. Any inability to obtain, maintain, or enforce Spinco’s intellectual property rights in jurisdictions where Spinco operates could result in the loss of competitive advantage, reduced revenue, and other adverse consequences that could affect Spinco’s business, financial condition, and results of operations.

In addition, Spinco’s corporate name, trade names, and related brand identity may be subject to challenge. Competitors or other third parties may use trade names, trademarks, or service marks similar to Spinco’s, which could impede Spinco’s ability to build brand identity and lead to third-party claims. If Spinco is required to rebrand or change its trade names as a result of third-party claims or other circumstances, Spinco could incur substantial costs related to marketing, packaging, legal compliance, and customer communications, and Spinco may experience operational disruptions and a period of reduced brand recognition that adversely affects demand for Spinco’s products and services. The collective impact of these risks could be material to Spinco’s business, financial condition, and results of operations.

Defects or failures in Spinco’s products or solutions could lead to liability and warranty claims, contractual penalties, and reputational harm.

If Spinco’s products, manufacturing processes, or design and engineering services contain defects or deficiencies, demand for Spinco’s offerings may decline, Spinco’s reputation may be harmed, and Spinco may be exposed to product liability and warranty claims and other customer claims. Spinco also may be required to undertake service-based remediation, such as onsite field service actions, retrofits, or component replacements, and may incur SLA or other contractual penalties, any of which can be costly, disruptive, and exceed remediation costs. Even when customers, suppliers, or third parties are responsible, indemnification may be unavailable, delayed, or inadequate, and insurance may be inadequate, unavailable, or uneconomic.

Because Spinco frequently builds to customer specifications, including for hyperscaler and cloud customers, and integrates third-party components, defects may arise or be alleged due to customer design choices, supplier quality issues, component failures, or quality and process variances, including materials, testing, or other supply-chain issues. These issues can halt integration or delay shipments and deployments, require additional service actions or other corrective measures, increase costs, trigger claims for failure to meet specifications, and damage customer relationships.

As Spinco expands higher-value design, engineering, and solutions offerings, Spinco’s early-stage execution risks and warranty exposure may increase, and pricing may not fully cover associated warranty and service-remediation costs. Quality or execution issues during ramps can amplify costs and contribute to variability in Spinco’s results. Integration of control software and firmware in Spinco’s infrastructure solutions also introduces reliability, interoperability, and cybersecurity risks, including vulnerabilities in third-party or customer-specified software components.

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Failure to comply with employment and related laws and regulations could adversely affect Spinco’s business and financial performance.

Spinco is subject to U.S. and foreign employment, labor, benefits, immigration, and related laws governing, among other things, wage-and-hour, worker classification, workplace safety, anti-discrimination and retaliation, leave and accommodations, collective bargaining and works councils, termination benefits, work authorization, and handling of employee data. These requirements vary by jurisdiction and change frequently, and regulatory actions or changes in labor legislation could facilitate union organizing or impose additional employer obligations. Portions of Spinco’s workforce are, or may become, represented by labor unions, including as a result of acquisitions or organizing campaigns, and Spinco has experienced organizing activity at certain facilities. Work stoppages, strikes, or other labor disruptions could adversely affect Spinco’s operations and customer relationships. Government agencies and private plaintiffs, including through class or collective actions, regularly pursue audits, investigations, and enforcement. Adverse outcomes may include monetary penalties, back pay, damages, tax assessments, injunctive or equitable relief requiring changes to Spinco’s practices, restrictions on staffing models, and immigration-related sanctions. Compliance efforts, disputes, and remediation can be costly and disruptive, and insurance coverage may be limited. Any of the foregoing could materially and adversely affect Spinco’s business, financial condition, results of operations, and reputation.

Spinco is subject to extensive environmental, health and safety, and producer responsibility laws; violations or alleged violations may result in fines, production suspensions, costly remediation, product recalls, and limitations on facility expansion.

Spinco’s operations are regulated by federal, state, local, and international environmental, health and safety, and product stewardship requirements governing worker health and safety; the generation, use, storage, transportation, discharge, and disposal of materials, including hazardous substances; product content and recyclability; and end-of-life producer responsibility. Applicable regimes include the EU Waste Electrical and Electronic Equipment Directive, China’s regulation on electronic information products, and the EU carbon border adjustment mechanism, among others.

Spinco may also face liability to customers regarding materials used in procured components. Non-compliance, or allegations thereof, could lead customers to refuse purchases and could trigger fines, penalties, production suspension, product sales prohibitions, product recalls, and costly changes to operations, procurement, and inventory management. Spinco is responsible for cleanup at certain current and former facilities and at certain third-party sites, and some environmental laws impose strict liability without fault for investigation and remediation of releases. More stringent standards, or new findings of contamination, could increase Spinco’s liabilities and costs. Additional environmental matters may arise at sites where no issue is currently known or at sites Spinco may acquire.

Evolving sustainability expectations and related disclosure regimes may increase costs, create legal exposure, and adversely impact Spinco’s operations, talent attraction, and access to capital.

Governments, investors, customers, employees, and other stakeholders continue to focus on sustainability matters, including climate change and greenhouse gas emissions, environmental stewardship, responsible sourcing, human capital, and related matters. These expectations have led to multiple and evolving reporting regimes, including the EU Corporate Sustainability Reporting Directive (“CSRD”) and California’s climate statutes, and many customers and investors impose sustainability requirements through policies or procurement terms or investment standards. Meeting these expectations and reporting obligations involves operational, financial, legal, regulatory, and reputational risks, may require additional resources and controls, and may be affected by evolving and inconsistent standards for identifying, measuring, and reporting sustainability metrics. At the same time, “anti-ESG/DEI” legislation and policies in certain jurisdictions may impose additional, and potentially conflicting, compliance obligations and litigation risks. Failure or perceived failure to meet goals that Spinco may announce, adhere to public statements, or comply with reporting requirements on announced timelines could adversely affect Spinco’s reputation, customer relationships, talent recruitment and retention, and investment attractiveness, and could result in enforcement actions or private litigation.

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Climate change regulation could disrupt Spinco’s operations and supply chain and increase Spinco’s costs.

Several jurisdictions have enacted or are considering climate-related disclosure and due diligence laws, such as the EU CSRD, EU Taxonomy, the EU Corporate Sustainability Due Diligence Directive, and California’s climate statutes, that may directly or indirectly affect Spinco’s operations and those of Spinco’s suppliers. Compliance and adaptation may require increased energy, production, transportation, and raw material costs, higher capital expenditures, and higher insurance costs, and inconsistent requirements across jurisdictions may further increase compliance burden. The impact of future climate regulation and policy remains uncertain, and increased public scrutiny regarding climate matters can also affect Spinco’s reputation. Any of these developments could have a material adverse effect on Spinco’s business, financial condition, and results of operations.

Risks Related to the Spin-Off

Spinco may not achieve some or all of the expected benefits of the Spin-Off, and the Spin-Off may adversely impact Spinco’s business.

Spinco may not realize any strategic, financial, operational, or other benefits from the Spin-Off. Spinco cannot predict with certainty if or when anticipated benefits will occur or the extent to which they will be achieved. Following the completion of the Spin-Off, Spinco’s operational and financial profile will change and Spinco will face new risks. Following the completion of the Spin-Off, Spinco will be a smaller and less-diversified company compared to Flex prior to the Spin-Off, and may be more vulnerable to changing market conditions. As part of Flex, Spinco has been able to enjoy certain benefits from Flex’s operating diversity, size, and purchasing power, as well as opportunities to pursue integrated initiatives with Flex’s other businesses. As an independent, publicly traded company, Spinco will not have the same benefits. While Spinco believes that the Spin-Off will position each company to better unlock its full standalone long-term potential, Spinco cannot assure you that following the Spin-Off, Spinco will be successful. Further, there can be no assurance that the combined value of the shares of the two resulting companies will be equal to or greater than what the value of Flex ordinary shares would have been had the Spin-Off not occurred. After the Spin-Off, Flex or Spinco may offer products or engage in businesses that compete with the other company’s products or businesses, subject to the reciprocal restrictions described below.

The non-competition and customer non-solicitation restrictions in the Separation Agreement may limit Spinco’s ability to compete and pursue certain business opportunities.

The Separation Agreement will impose reciprocal non-competition and customer non-solicitation restrictions applicable worldwide on Spinco and Flex and their respective subsidiaries during the Restricted Period, which will be the three years following the Distribution. Spinco generally would be restricted from engaging in the RemainCo Restricted Business, meaning contract manufacturing services generally but excluding (i) integration of modular power equipment and associated enclosures and (ii) contract manufacturing services in the Cloud & Compute business. For the avoidance of double, the RemainCo Restricted Business includes contract manufacturing services for the Power, Cooling, and Networking product businesses, in any jurisdiction worldwide. Spinco also generally would be restricted from soliciting any RemainCo Protected Customer. Flex generally would be restricted from engaging in the Spinco Restricted Business, meaning (i) the Power business, excluding contract manufacturing services; (ii) the Cooling business, excluding contract manufacturing services; and (iii) the Cloud & Compute business, including contract manufacturing services generally and for the avoidance of doubt, including contract manufacturing services related to CPU and AI-accelerated servers, compute trays, fabrication of associated racks and enclosures, and integration into those racks, but excluding contract manufacturing services for Networking products, and from soliciting any Spinco Protected Customer. Among other exceptions, (a) Spinco would be permitted to continue contract manufacturing in the Power, Cooling and Networking product businesses only for customers for which Spinco or any member of the Spinco Group has such business as of immediately prior to the Effective Time, including associated future programs with such customers and (b) RemainCo would be permitted to continue the Compute business for certain

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customers. These restrictions may limit Spinco’s ability to compete in certain markets, pursue certain customers, or complete acquisitions or other strategic transactions during the Restricted Period, which could materially and adversely affect Spinco’s business, financial condition and results of operations. See “Certain Relationships and Related Transactions—Agreements with Flex—The Separation Agreement—Non-Competition and Customer Non-Solicitation.”

Spinco may incur material costs and expenses as a result of the Spin-Off.

Spinco may incur costs and expenses greater than Spinco currently expects to incur as a result of the Spin-Off. These increased costs and expenses may arise from various factors, including financial reporting and costs associated with complying with federal securities laws (including compliance with Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”). Spinco will also incur ongoing costs and dis-synergies in connection with, or as a result of, the separation and related restructuring transactions, including costs of operating as independent, publicly traded companies that the two businesses will no longer be able to share. Spinco cannot assure you that these costs will not be material to Spinco’s business.

Spinco may not be able to prevent or detect all errors or fraud, and as a newly standalone public company, Spinco will need to establish its own internal control environment.

As a newly standalone public company following the Spin-Off, Spinco will need to establish and maintain Spinco’s own financial, accounting, and reporting systems and internal control over financial reporting. Certain functions for Spinco’s business have historically been performed or supported by Flex, and following the separation, Spinco must implement these functions independently. Spinco may face challenges in designing and implementing controls that were previously provided by Flex or that must be modified to reflect Spinco’s standalone operations, and there can be no assurance that Spinco will successfully establish and maintain adequate internal controls.

Due to the inherent limitations of internal control systems, misstatements due to error or fraud may occur and may not be detected in a timely manner or at all. Over time, certain aspects of a control system may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. In connection with Spinco’s ongoing assessment of the effectiveness of Spinco’s internal control over financial reporting, Spinco may discover “material weaknesses” in Spinco’s internal controls that could result in material misstatements not being prevented or detected on a timely basis.

The existence of any material weakness may require significant management time and remediation expense, may result in errors requiring corrective adjustments or restatements, may cause Spinco to fail to meet reporting obligations, and may cause shareholders to lose confidence in Spinco’s reported financial information, any of which could materially and adversely affect the market price of Spinco’s securities and Spinco’s ability to maintain compliance with securities laws and stock exchange listing requirements.

If Spinco fails to maintain proper and effective internal controls, Spinco’s ability to produce accurate and timely financial statements could be impaired, Spinco’s stock price and Spinco’s ability to access the capital markets could be adversely impacted, and investors’ views of Spinco could be harmed.

The Sarbanes-Oxley Act requires, among other things, that Spinco maintain effective internal control over financial reporting and disclosure controls and procedures. In particular, Spinco must perform system and process evaluation and testing of Spinco’s internal control over financial reporting to allow management and Spinco’s independent registered public accounting firm to report on the effectiveness of Spinco’s internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act, with auditor attestation of the effectiveness of Spinco’s internal controls, beginning as early as Spinco’s second required annual report on Form 10-K based on current SEC rules. To comply with these requirements, Spinco may need to upgrade its systems, implement additional financial and management controls, reporting systems and procedures and hire

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additional accounting and finance staff. Spinco expects to incur additional annual expenses for the purpose of addressing these and other public-company reporting requirements. If Spinco is unable to upgrade Spinco’s financial and management controls, reporting systems, IT systems and procedures in a timely and effective fashion, Spinco’s ability to comply with financial reporting requirements and other rules that apply to reporting companies under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), could be impaired. If Spinco is not able to comply with the requirements of Section 404 in a timely manner or if Spinco or Spinco’s independent registered public accounting firm identifies deficiencies in Spinco’s internal control over financial reporting that are deemed to be material weaknesses, the market price of shares of Spinco common stock could decline and Spinco could be subject to sanctions or investigations by the SEC or other regulatory authorities, which would require additional financial and management resources.

Spinco’s ability to comply with Section 404 requires Spinco to be able to prepare timely and accurate financial statements. Any delay in the implementation of, or disruption in the transition to, new or enhanced systems, procedures or controls may cause Spinco’s operations to suffer, and Spinco may be unable to conclude that Spinco’s internal control over financial reporting is effective and to obtain an unqualified report on internal controls from Spinco’s auditors as required under Section 404 of the Sarbanes-Oxley Act. Moreover, Spinco cannot be certain that these measures would ensure that Spinco implements and maintains adequate controls over Spinco’s financial processes and reporting in the future. Even if Spinco were to conclude, and Spinco’s auditors were to concur, that Spinco’s internal control over financial reporting provided reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, because of its inherent limitations, internal control over financial reporting might not prevent or detect fraud or misstatements. This, in turn, could have an adverse impact on trading prices for Spinco’s shares of common stock and could adversely affect Spinco’s ability to access the capital markets.

Spinco is being spun off from its parent company, Flex, and Spinco’s historical and pro forma financial information is not necessarily representative of the results that Spinco would have achieved as a separate, publicly traded company and, therefore, may not be a reliable indicator of Spinco’s future results.

Spinco is being spun off from its parent company, Flex, and has no operating history as an independent, publicly traded company. The historical information about Spinco in this proxy statement refers to Spinco’s business as part of pre-Spin-Off Flex. Spinco’s historical and pro forma financial information included in this proxy statement is derived from the combined financial statements and accounting records of Flex. Accordingly, the historical and pro forma financial information included in this proxy statement does not necessarily reflect the financial condition, results of operations, or cash flows that Spinco would have achieved as a separate, publicly traded company during the periods presented or those that Spinco will achieve in the future primarily as a result of the factors described below:

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For additional information about the past financial performance of Spinco’s business and the basis of presentation of the historical combined financial statements and the unaudited pro forma combined financial statements of Spinco’s business, see the sections of this proxy statement entitled “Axiom Unaudited Pro Forma Condensed Combined Financial Information,” “Notes to Axiom Unaudited Pro Forma Condensed Combined Financial Information,” “Summary of Axiom Historical and Unaudited Pro Forma Combined Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Axiom” as well as the combined financial statements and accompanying notes, included elsewhere in this proxy statement.

Flex may fail to perform under various transaction agreements that will be executed as part of the Spin-Off, or Spinco may fail to have necessary systems and services in place when Flex is no longer obligated to provide services under the various agreements.

Spinco and Flex will enter into certain agreements, such as the Separation Agreement, a Transition Services Agreement, a Tax Matters Agreement, an Employee Matters Agreement, an Intellectual Property Matters Agreement, a Stockholder’s and Registration Rights Agreement, Cross-Supply Agreements, and a Site Services Agreement, as discussed in greater detail in the section of this proxy statement entitled “Certain Relationships and Related Transactions—Agreements with Spinco,” which may provide for the performance by each company for the benefit of the other for a period of time after the Spin-Off. If Flex is unable to satisfy its obligations under these agreements, including its indemnification obligations in favor of Spinco, Spinco could incur operational difficulties or losses.

If Spinco does not have in place Spinco’s own systems and services, and does not have agreements with other providers of these services when the transitional or other agreements terminate, or if Spinco does not implement the new systems or replace Flex’s services successfully, Spinco may not be able to operate Spinco’s business effectively, which could disrupt Spinco’s business and have a material adverse effect on Spinco’s business, financial condition, and results of operations. These systems and services may also be more expensive to install, implement, and operate, or less efficient than the systems and services Flex is expected to provide during the transition period.

In connection with the Spin-Off, Flex will indemnify Spinco for certain liabilities. However, there can be no assurance that the indemnity will be sufficient to protect Spinco against the full amount of such liabilities, or that Flex’s ability to satisfy its indemnification obligations will not be impaired in the future.

Flex will agree to indemnify Spinco for certain liabilities as discussed further in the section of this proxy statement entitled “Certain Relationships and Related Transactions.” However, third parties could also seek to hold Spinco responsible for liabilities that Flex has agreed to retain, and there can be no assurance that the indemnity from Flex will be sufficient to protect Spinco against the full amount of such liabilities, or that Flex will be able to fully satisfy its indemnification obligations. In addition, Flex’s insurers may attempt to deny coverage to Spinco for liabilities associated with certain occurrences of indemnified liabilities prior to the Spin-Off.

In connection with the separation, Spinco will assume and indemnify Flex for certain liabilities. If Spinco is required to make payments pursuant to these indemnities to Flex, Spinco would need to meet those obligations and Spinco’s financial results could be adversely impacted.

Spinco will agree to assume and indemnify Flex for, certain liabilities as discussed further in the section of this proxy statement entitled “Certain Relationships and Related Transactions.” Payments pursuant to these

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indemnities may be significant and could adversely impact Spinco’s business, financial condition, results of operations, and cash flows, particularly indemnities relating to Spinco’s actions that could impact the tax-free nature of the Distribution.

If the Distribution, together with certain related transactions, does not qualify for the Intended Tax Treatment, you and Flex could be subject to significant U.S. federal income tax liability and, in certain circumstances, Spinco could be required to indemnify Flex for material taxes pursuant to indemnification obligations under the anticipated Tax Matters Agreement.

It is a condition to the completion of the Distribution that Flex receives the Tax Opinion, substantially to the effect that, among other things, the Distribution, together with certain related transactions, will qualify for the Intended Tax Treatment and that holders of Flex ordinary shares that are United States persons (as defined in Section 7701(a)(30) of the Code) should not be required to recognize gain pursuant to the Distribution by reason of the application of certain Treasury Regulations promulgated under Section 367(b) of the Code. However, this condition may be waived by Flex in its sole discretion. The Tax Opinion will rely on certain facts, assumptions, representations, and undertakings from Flex and Spinco, including those regarding the past and future conduct of the companies’ respective businesses and other matters. Nevertheless, an opinion of counsel, such as the Tax Opinion, neither binds the United States Internal Revenue Service (the “IRS”) nor precludes the IRS or the courts from adopting a contrary position. Moreover, Flex does not intend to request a ruling from the IRS on issues related to the U.S. federal income tax consequences of the Distribution and certain related transactions. Therefore, notwithstanding the Tax Opinion, the IRS could determine that the Distribution or any such related transaction is taxable if it determines that any of these facts, assumptions, representations, or undertakings are not correct or have been violated, or that the Distribution should be taxable for other reasons, including if the IRS were to disagree with the conclusions in the Tax Opinion. For more information regarding the Tax Opinion, see the section of this proxy statement entitled “United States Federal Income Tax Consequences of the Distribution.”

If the Distribution or any of the above referenced related transactions is determined to be taxable for U.S. federal income tax purposes, a shareholder of Flex that has received shares of Spinco common stock in the Distribution and Flex could each incur significant U.S. federal income tax liabilities. In addition, Flex and Spinco could incur significant U.S. federal income tax obligations, whether under applicable law or under the Tax Matters Agreement that Flex and Spinco intend to enter into. For a discussion of the tax consequences of the Distribution, together with certain related transactions, please refer to the section entitled “United States Federal Income Tax Consequences of the Distribution.”

To preserve the tax-free treatment to Flex and its shareholders of the Distribution and certain related transactions, under the Tax Matters Agreement that Flex and Spinco anticipate entering into, Spinco will be restricted from taking certain actions after the Distribution that could adversely impact the Intended Tax Treatment of the Distribution and such related transactions.

To preserve the tax-free treatment to Flex and its shareholders of the Distribution and certain related transactions, under the Tax Matters Agreement that Flex and Spinco anticipate entering into, Spinco may be restricted from taking certain actions after the Distribution that could adversely impact the Intended Tax Treatment of the Distribution, together with certain related transactions. Failure to adhere to any such restrictions, including in certain circumstances that may be outside of Spinco’s control, could result in tax being imposed on Flex for which Spinco could bear responsibility and for which Spinco could be obligated to indemnify Flex. In addition, even if Spinco is not responsible for tax liabilities of Flex under the anticipated Tax Matters Agreement, Spinco nonetheless could potentially be liable under applicable tax law for certain of such liabilities if such taxes were not paid.

The terms of the anticipated Tax Matters Agreement may, furthermore, restrict Spinco from taking certain actions, particularly for the two years following the Spin-Off, including (among other things) the ability to freely issue stock, to merge or agree to merge with a third party, to be acquired or agree to be acquired by certain

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parties and to raise additional equity capital. Any such restrictions could impair Spinco’s ability to implement strategic initiatives. Also, any indemnity obligation to Flex might discourage, delay or prevent a change of control that Spinco or its shareholders may otherwise consider favorable. These restrictions may limit Spinco’s ability to enter into certain strategic transactions or other transactions that Spinco may believe to be in the best interests of its shareholders or that might increase the value of Spinco’s business. In addition, under the anticipated Tax Matters Agreement, Spinco may be required to indemnify Flex against certain tax liabilities as a result of the acquisition of Spinco’s stock or assets, even if Spinco did not participate in or otherwise facilitate the acquisition. For a discussion of the Tax Matters Agreement, see the section of this proxy statement entitled “Certain Relationships and Related Transactions—Agreements with Spinco—Tax Matters Agreement.”

There is uncertainty regarding the potential application of Section 367(b) of the Code to the Distribution, which could result in material U.S. federal income tax liability to U.S. Holders.

The U.S. federal income tax treatment of the Distribution to U.S. Holders (as defined in the section entitled “United States Federal Income Tax Consequences of the Distribution”) depends in part on the interpretation and application of Section 367(b) of the Code and certain Treasury Regulations promulgated thereunder, including Treasury Regulations Section 1.367(b)-3(c). Flex understands that it is not possible for its tax counsel, Skadden, to reach a more definitive conclusion regarding whether holders of Flex ordinary shares that are United States persons (as defined in Section 7701(a)(30) of the Code) are required to recognize gain pursuant to the Distribution by reason of the application of certain Treasury Regulations promulgated under Section 367(b) of the Code, as the U.S. federal income tax treatment of the Distribution to such holders depends in part on the interpretation and application of Section 367(b) of the Code and Treasury Regulations promulgated thereunder, including Treasury Regulations Section 1.367(b)-3(c). These rules are complex, and there is significant uncertainty as to whether such Treasury Regulations should be interpreted as applying to the Distribution because Flex is a non-U.S. corporation that is not a controlled foreign corporation for U.S. federal income tax purposes, and the Distribution is structured as a pro rata distribution of Spinco common stock to holders of Flex ordinary shares. Thus, the applicability of these Treasury Regulations is unclear.

Accordingly, certain conclusions in the Tax Opinion will relate to matters for which there is no legal authority directly on point, and such conclusions will therefore necessarily be based upon analysis and interpretation of certain authorities. Based upon such analysis and authorities, the Tax Opinion will provide that holders of Flex ordinary shares that are United States persons (as defined in Section 7701(a)(30) of the Code) should not be required to recognize gain pursuant to the Distribution by reason of the application of certain Treasury Regulations promulgated under Section 367(b) of the Code.

Flex does not intend to request a ruling from the IRS on issues related to the U.S. federal income tax consequences of the Distribution and certain related transactions. Moreover, the Tax Opinion will not be binding upon the IRS or any court. As such, there is a risk that the IRS could assert, contrary to the conclusions reached in the Tax Opinion, that Treasury Regulations Section 1.367(b)-3(c) does apply to the Distribution.

If the IRS were to successfully assert that such Treasury Regulations apply to the Distribution, the receipt of Spinco common stock pursuant to the Distribution would be taxable to a U.S. Holder whose Flex ordinary shares have a fair market value of $50,000 or more on the Distribution Date, and such U.S. Holder would be required to recognize gain (but not loss) upon the Distribution, but there is no clear guidance regarding how such gain should be computed. Such amounts may be significant, potentially resulting in material U.S. federal income tax liabilities. However, if the fair market value of a U.S. Holder’s Flex ordinary shares is less than $50,000 on the Distribution Date, these rules would not apply, and the Distribution would not be taxable to such holder pursuant to such rules. U.S. Holders are urged to consult their tax advisor as to the applicability of these Treasury Regulations and how to determine the amount of any gain that would be required to be recognized. See the section entitled “United States Federal Income Tax Consequences of the Distribution” for more information.

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The Spin-Off and related internal restructuring transactions may expose Spinco to potential liabilities arising out of state and federal fraudulent conveyance laws and legal dividend requirements.

Although the Flex Board of Directors expects to receive a solvency opinion, the Spin-Off could be challenged under various state and federal fraudulent conveyance laws. Fraudulent conveyances or transfers are generally defined to include (a) transfers made or obligations incurred with the actual intent to hinder, delay or defraud current or future creditors or (b) transfers made or obligations incurred for less than reasonably equivalent value when the debtor was insolvent, or that rendered the debtor insolvent, inadequately capitalized or unable to pay its debts as they become due. A creditor or an entity acting on behalf of a creditor (including, without limitation, a trustee or debtor-in-possession in a bankruptcy by Spinco or Flex or any of Spinco’s or its respective subsidiaries) may bring a lawsuit alleging that the Spin-Off or any of the related transactions constituted a fraudulent conveyance. If a court accepts these allegations, it could impose a number of remedies, including, without limitation, voiding the Distribution and returning Spinco’s assets or shares and subjecting Flex and/or Spinco to liability.

Spinco may have received better terms from unaffiliated third parties than the terms Spinco will receive in its agreements with Flex.

The agreements Spinco will enter into with Flex in connection with the Spin-Off, including the ancillary agreements, were prepared while Spinco was still a wholly owned subsidiary of Flex. Accordingly, during the period in which the terms of those agreements were prepared, Spinco did not have a board of directors or management team that was independent of Flex. While the parties believe the terms reflect arm’s-length terms, there can be no assurance that Spinco would not have received better terms from unaffiliated third parties than the terms Spinco will receive in its agreements with Flex. For more information, see the section of this proxy statement entitled “Certain Relationships and Related Transactions—Agreements with Spinco.”

Some contracts and other assets which will need to be transferred or assigned from Flex or its affiliates to Spinco in connection with the Spin-Off may require the consent of a third party. If such consent is not given, Spinco may not be entitled to the benefit of such contracts and other assets in the future, which could adversely impact Spinco’s financial condition and future results of operations.

In connection with the Spin-Off, a number of contracts and licenses with third parties and other assets are to be transferred or assigned from (x) Flex or its affiliates to Spinco or Spinco’s anticipated subsidiaries or (y) Spinco or its affiliates to Flex or its subsidiaries. However, the transfer or assignment of certain of these contracts, licenses, or assets may require the consent of a third party to such a transfer or assignment. Similarly, in some circumstances, Spinco and another business unit of Flex are joint beneficiaries of contracts, and Spinco or Flex will need to (x) enter into a new agreement with the third party to replicate the existing contract, (y) be assigned and delegated the portion of the existing contract related to the applicable business or (z) use commercially reasonable efforts to provide for an alternative arrangement to obtain the same or reasonably similar benefits and burdens of the applicable portion of the existing contract. It is possible that some parties may use the requirement of a consent or the fact that the Spin-Off is occurring to seek more favorable contractual terms from Spinco, to terminate the contract or license or to otherwise request additional accommodations, commitments, or other agreements from Spinco. If Spinco is unable to obtain such consents on commercially reasonable and satisfactory terms or if the contracts are terminated, Spinco may be unable to obtain the benefits, assets, and contractual commitments which are intended to be allocated to Spinco as part of the Spin-Off. The failure to timely complete the assignment of existing contracts, licenses, or assets, or the negotiation of new arrangements, or a termination of any of those arrangements, could have a material adverse impact on Spinco’s financial condition and future results of operations. To the extent Spinco requires a specific arrangement and agrees to less favorable terms in connection with obtaining any consent to retain that arrangement, the basis for that arrangement may be less favorable than currently held by Spinco and could adversely impact Spinco’s financial condition and future results of operations. In addition, where Spinco does not intend to obtain consent from third-party counterparties based on Spinco’s belief that no consent is required, the third-party counterparties may challenge a transfer of

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assets on the basis that the terms of the applicable commercial arrangements require the third-party counterparties’ consent. Spinco may incur substantial litigation and other costs in connection with any such claims and, if Spinco does not prevail, Spinco’s ability to use these assets could be materially and adversely impacted.

In connection with the Spin-Off, Spinco expects to incur debt obligations that could materially and adversely affect Spinco’s business, results of operations, cash flows, and financial condition.

In connection with the completion of the Spin-Off, Spinco expects to incur indebtedness of up to $4.4 billion pursuant to the Spinco Financing Arrangements and to complete the Spinco Cash Distribution to Flex. The terms of such indebtedness are subject to change and will be finalized prior to the closing of the Spin-Off.

Spinco’s ability to make payments on and to refinance our indebtedness, including the debt incurred in connection with the Spin-Off, as well as any future debt that Spinco may incur, will depend on our ability to generate cash in the future from operations, financings or asset sales. Spinco’s ability to generate cash is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond Spinco’s control, as well as the risk factors set forth herein.

If Spinco’s cash flow from operations is less than Spinco anticipates, or if Spinco’s cash requirements are more than Spinco expects, Spinco may require additional access to capital and may need to incur additional debt or raise additional funds.

If Spinco’s cash flow from operations is less than Spinco anticipates, or if Spinco’s cash requirements are more than Spinco expects, Spinco may require additional access to capital and may need to incur additional debt or raise additional funds. However, debt or equity financing may not be available to Spinco on terms acceptable or favorable to Spinco, if at all, and will depend on a number of factors, many of which are beyond Spinco’s control, such as the state of the credit and financial markets and other economic, financial, and geopolitical factors. If Spinco incurs additional debt or raises capital through the issuance of preferred stock, the terms of the debt or preferred stock issued may give the holders thereof rights, preferences, and privileges senior to those of holders of Spinco common stock, particularly in the event of liquidation. The terms of such debt may also impose additional and more stringent restrictions on Spinco’s operations than Spinco is currently subject to. If Spinco raises funds through the issuance of additional equity, your percentage ownership in Spinco would be diluted. If Spinco is unable to raise additional capital when needed, it could affect Spinco’s financial condition, which could adversely impact your investment in Spinco.

Following the Spin-Off, the value of your ordinary shares of Flex and common stock of Spinco may collectively trade at an aggregate price less than what Flex ordinary shares might have traded at had the Spin-Off not occurred.

The ordinary shares of Flex and common stock of Spinco that you may hold following the Spin-Off may collectively trade (taking into account the Distribution Ratio) at a value less than the price at which Flex ordinary shares might have traded had the Spin-Off not occurred or as it was trading prior to the Spin-Off. Reasons for this potential difference include the future performance of either Flex or Spinco as separate, independent companies, and the future shareholder base and market for Flex ordinary shares and Spinco’s common stock and the prices at which such shares individually trade.

Until the Distribution occurs, Flex has the sole discretion to change the terms of the Spin-Off in ways which may be unfavorable to Spinco.

Completion of the Distribution will be contingent upon the satisfaction or waiver of customary conditions, including, among other things, the effectiveness of appropriate filings with the SEC. For a more detailed description of these conditions, see the section of this proxy statement entitled “The Separation and

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Distribution—General—Conditions to the Distribution.” Until the Distribution occurs, Flex will have the sole and absolute discretion to determine and change the terms of the Spin-Off, including the allocation of assets and liabilities, the establishment of the Record Date and distribution date, the conditions to the Distribution, and all other terms. These changes could be unfavorable to Spinco. In addition, until the Spin-Off has occurred, Flex has the right not to complete the Spin-Off, even if all the conditions have been satisfied, if, at any time prior to the Distribution, the Flex Board of Directors determines, in its sole discretion, that the Spin-Off is not in the best interests of Flex, that a sale or other alternative is in the best interests of Flex, or that market conditions or other circumstances are such that it is not advisable at that time to separate the Cloud & Power Infrastructure business from Flex. Spinco cannot provide any assurances that the Distribution will be completed.

Certain entities or assets that are part of Spinco’s separation from Flex may not be transferred to Spinco at or prior to the Distribution or at all.

Certain entities and assets that are part of Spinco’s separation from Flex may not be transferred at or prior to the Distribution because the entities or assets, as applicable, are subject to governmental or third-party approvals that Spinco may not receive prior to the Distribution. It is currently anticipated that all material transfers will occur without material delays beyond the Distribution, but Spinco cannot offer any assurance that such transfers will ultimately occur or not be delayed for an extended period of time. To the extent such transfers do not occur at or prior to the Distribution, under the Separation Agreement, the benefits and burdens of owning such assets and/or entities will, to the extent reasonably possible and permitted by applicable law, be provided to the applicable party.

In the event such transfers do not occur or are significantly delayed because Spinco does not receive the required approvals, Spinco may not realize all of the anticipated benefits of Spinco’s separation from Flex and Spinco may be dependent on Flex for transition services for a longer period of time than would otherwise be the case.

The separation could give rise to disputes or other unfavorable effects, which could materially and adversely affect Spinco’s business, financial condition, and results of operations.

The separation may lead to increased operating and other expenses, of both a nonrecurring and a recurring nature, and to changes to certain operations, which expenses or changes could arise pursuant to arrangements made between Flex and Spinco or could trigger contractual rights of, and obligations to, third parties. Disputes with third parties could also arise out of these transactions, and Spinco could experience unfavorable reactions to the separation from employees, lenders, ratings agencies, regulators, or other interested parties. These increased expenses, changes to operations, disputes with third parties, or other effects could materially and adversely affect Spinco’s business, financial condition, and results of operations. In addition, following the separation, disputes with Flex could arise in connection with one or more of the ancillary agreements or certain other agreements.

Ms. Advaithi will serve as Spinco’s Chief Executive Officer and as one of Spinco’s directors as well as the non-executive chair of the Flex Board of Directors, and certain of Spinco’s directors and executive officers will continue to own shares of Flex, which overlap may give rise to conflicts of interest.

Following the Distribution, Ms. Advaithi will serve as Spinco’s Chief Executive Officer and as one of Spinco’s directors. Ms. Advaithi is also expected to fill a transitional role as the non-executive chair of the Flex Board of Directors. Ms. Advaithi may have actual or apparent conflicts of interest with respect to matters involving or affecting each of Flex or Spinco. For example, there will be the potential for a conflict of interest when Spinco, on the one hand, and Flex and its respective subsidiaries and successors, on the other hand, are party to commercial transactions concerning the same or adjacent investments. In addition, after the Distribution, even though Spinco’s Board of Directors will consist of a majority of directors who are independent, and any of Spinco’s expected executive officers who are currently employees of Flex will cease to be employees of Flex, certain of Spinco’s directors and executive officers will continue to have financial interests in Flex ordinary shares. However, no director or executive officer of Spinco is expected to beneficially own 1% or more of Flex ordinary shares following the Distribution. These financial interests could create actual, apparent, or potential

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conflicts of interest if Spinco and Flex pursue the same corporate opportunities or when these individuals are faced with decisions that could have different implications for Spinco and Flex. See “Certain Relationships and Related Transactions—Procedures for Approval of Related Person Transactions” for a discussion of certain procedures Spinco will institute to help ameliorate such potential conflicts that may arise.

The separation may result in disruptions to relationships with customers, suppliers, and other business partners.

While Spinco intends to manage Spinco’s operations to minimize any disruptions to Spinco’s customers, suppliers, and business partners, uncertainty related to the separation may nevertheless lead to disruption in those relationships. These disruptions, if not managed by Spinco, could have an adverse effect on Spinco’s business, financial condition, results of operations, and prospects.

After the separation, Spinco may be unable to make, on a timely or cost-effective basis, the changes necessary to operate as an independent company, and Spinco may experience a loss of institutional knowledge as a result of employee transitions.

At the completion of the separation, Spinco may not have the infrastructure, systems, or personnel necessary to operate effectively as an independent company, including with respect to the functionality and reliability of Spinco’s information technology systems, without relying on Flex to provide certain transitional services. Spinco may need additional personnel or third-party service providers to successfully operate Spinco’s business. Upon the completion of the separation, Spinco will enter into a transition services agreement with Flex pursuant to which Spinco will provide certain services to Flex, and Flex will provide certain services to Spinco, to allow Spinco to continue to operate in substantially the same manner following the separation and to benefit from the continuation of certain services for a certain amount of time post-separation and certain cost efficiencies in sharing certain resources and personnel. Spinco cannot assure you that Spinco will be able to successfully implement the infrastructure or retain or hire the personnel necessary to operate as a separate company or that Spinco will not incur costs in excess of anticipated costs to establish such infrastructure and retain or hire such personnel.

In addition, in connection with the Spin-Off, certain employees who have historically supported Spinco’s business may remain with Flex, retire, or otherwise depart. These employees may possess significant institutional knowledge regarding Spinco’s operations, customer relationships, supply chain, technology systems, and business processes that have been accumulated over many years. The loss of such institutional knowledge could result in operational inefficiencies, delays in decision-making, disruptions to customer and supplier relationships, and increased costs as Spinco trains new personnel or hires replacements. The departure of key personnel with specialized expertise could also impair Spinco’s ability to maintain continuity in Spinco’s operations and strategic initiatives. Even where employees transfer to Spinco from Flex, changes in organizational structure, reporting relationships, or corporate culture following the Spin-Off could result in the departure of valuable employees who might otherwise have remained. Spinco may not be able to fully replicate or retain the institutional knowledge held by departing employees, which could have a material adverse effect on Spinco’s business, financial condition, and results of operations.

The physical separation and reorganization of manufacturing operations in connection with the Spin-Off may disrupt Spinco’s business and result in increased costs.

In connection with the Spin-Off, Spinco will be required to physically separate and reorganize certain manufacturing operations. This process may involve the relocation of manufacturing equipment and production lines, the division or reconfiguration of shared manufacturing facilities, the establishment of new manufacturing capabilities, and the reconfiguration of supply chain and logistics networks. These activities are complex and may result in significant costs, production downtime, unabsorbed labor and overhead, or delays in fulfilling customer orders. During the transition period, Spinco may experience disruptions to manufacturing continuity,

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including interruptions in production schedules, reduced manufacturing capacity, quality control issues, or inefficiencies as Spinco establishes standalone operations. The transfer of manufacturing know-how, processes, and institutional knowledge from Flex may not occur smoothly or completely, which could adversely affect Spinco’s ability to maintain product quality and operational efficiency. In addition, the allocation of manufacturing capacity, equipment, and facilities between Spinco and Flex may not be optimal for Spinco’s business needs, and Spinco may need to incur significant capital expenditures to build or acquire additional manufacturing capacity.

The transfer of certain employees from Flex to Spinco contemplated by the separation will not be complete at the time of the Distribution.

In connection with the separation, Flex has agreed to transfer to Spinco, through asset transfers, dividends, contributions and similar transactions, the entities, assets, liabilities and obligations that Spinco will hold following the separation of Spinco’s business from Flex’s other businesses. As set forth more fully in “The Separation and Distribution” and “Certain Relationships and Related Transactions,” Spinco expects to enter into the Separation Agreement and a number of other agreements with Flex prior to the Distribution.

Certain of these transactions will not be complete at the time of the Distribution. In particular, at the completion of the Distribution, Spinco expects that a substantial portion of the employees that support Spinco’s business in certain jurisdictions will remain employed by legal entities that are owned by Flex and not by Spinco. While Spinco has entered into the Employee Matters Agreement and the Transition Services Agreement with Flex that, together, provide for the eventual transfer of such employees to Spinco following the completion of the Distribution (as well as certain other terms, including the allocation of employee-related liabilities and how such employees’ efforts must be directed), future developments such as unanticipated delays in setting up business operations or fulfilling applicable legal or regulatory requirements necessary to employ such employees in the countries in which Spinco operates are difficult to predict, and could prevent or further delay the transfer of certain employees to legal entities owned by Spinco, which could deprive Spinco of key personnel and adversely impact Spinco’s business and results of operations.

Risks Related to Spinco Common Stock

Spinco cannot be certain that an active trading market for Spinco common stock will develop or be sustained after the Spin-Off and, following the Spin-Off, Spinco’s stock price may fluctuate significantly.

A public market for Spinco common stock does not currently exist. Spinco expects that shortly before the Distribution Date, trading of shares of Spinco common stock will begin on a “when-issued” basis on    and will continue through the Distribution Date. However, Spinco cannot guarantee that an active trading market will develop or be sustained for Spinco common stock after the Spin-Off. If an active trading market does not develop, Spinco shareholders may have difficulty selling their shares of Spinco common stock at an attractive price, or at all. Nor can Spinco predict the prices at which shares of Spinco common stock may trade after the Spin-Off.

Similarly, Spinco cannot predict the effect of the Spin-Off on the trading prices of Spinco common stock. Subject to the completion of the Spin-Off, Spinco expects Spinco common stock to be listed and traded on Nasdaq under the symbol “AXM.” The combined trading prices of Flex ordinary shares and Spinco common stock after the separation, as adjusted for any changes in the combined capitalization of these companies, may not be equal to or greater than the trading price of Flex ordinary shares prior to the Spin-Off. Until the market has fully evaluated the business of Flex without Spinco’s business, or fully evaluated Spinco, the price at which Flex ordinary shares or Spinco common stock trades may fluctuate significantly.

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Spinco common stock may not be listed on Nasdaq, which could negatively impact the price of Spinco common stock and your ability to sell Spinco common stock.

Approval of Spinco’s listing application by Nasdaq is a condition to the Distribution, and Spinco intends to apply to have Spinco common stock listed on Nasdaq under the symbol “AXM.” However, there can be no assurance that Spinco will be able to meet Nasdaq’s initial listing requirements. If Spinco fails to satisfy the initial listing requirements or Nasdaq exercises its discretion to deny Spinco’s listing application, the Distribution may not occur, or, if the condition is waived and the Distribution occurs, Spinco common stock would not be listed on a national securities exchange. In such case, Spinco common stock could be quoted on an over-the-counter market. These quotation services are generally considered to be a less efficient and less visible market than a national securities exchange. Trading on an over-the-counter market could reduce the liquidity and market price of Spinco common stock and may make it more difficult for investors to buy or sell shares of Spinco common stock.

The market price of Spinco common stock may fluctuate significantly due to a number of factors, some of which may be beyond Spinco’s control, including:

Stock markets in general have experienced volatility that has often been unrelated to the operating performance of a particular company. Broad market and industry factors may materially harm the market price of Spinco common stock, regardless of Spinco’s operating performance. In the past, following periods of volatility in the market price of a company’s securities, shareholder derivative lawsuits, and/or securities class action litigation has often been instituted against such company. Such litigation, if instituted against Spinco, could result in substantial costs and a diversion of Spinco management’s attention and resources.

In addition, investors may have difficulty accurately valuing Spinco common stock. Investors often value companies based on the stock prices and results of operations of other comparable companies. Investors may find it difficult to find comparable companies and to accurately value Spinco common stock, which may cause the trading price of Spinco common stock to fluctuate.

Any sales of substantial amounts of shares of Spinco common stock in the public market, or the perception that such sales might occur, in connection with the Distribution or otherwise, may cause the market price of Spinco common stock to decline.

Upon completion of the Distribution, Spinco expects that Spinco will have an aggregate of approximately    shares of Spinco common stock issued and outstanding based upon approximately    Flex ordinary shares issued and outstanding as of    , 2026. The shares of Spinco common stock will be freely tradeable without restriction or further registration under the Securities Act of 1933, as amended (the “Securities Act”), unless the shares are owned by one of Spinco’s “affiliates,” as that term is defined in Rule 405 under the Securities Act.

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Spinco is unable to predict whether large amounts of Spinco common stock will be sold in the open market following the Spin-Off. Spinco is also unable to predict whether a sufficient number of buyers would be in the market at that time. Flex investors who have an investment strategy of tracking an index fund may sell the shares of Spinco common stock that they receive in the Distribution if Spinco is not listed on the same index. As a result, the price of Spinco common stock may decline or experience volatility as Spinco’s shareholder base changes. Whether related to the foregoing or otherwise, sales of substantial amounts of shares of Spinco common stock in the public market following the Spin-Off, or the perception that such sales might occur, may cause the market price of Spinco common stock to decline.

In addition, Flex is retaining between approximately 6.0% to 12.0% of Spinco common stock. Flex intends to dispose of such shares of Spinco common stock that it owns after the Distribution through one or more subsequent exchanges of Spinco common stock for Flex debt held by Flex creditors and/or through distributions of Spinco common stock to Flex shareholders as dividends or as non-cash consideration in exchange for issued and outstanding Flex ordinary shares pursuant to an off-market purchase on equal access scheme as prescribed by the Singapore Companies Act, in each case during the 24-month period following the Distribution. Any disposition by Flex, or any significant shareholder, of Spinco common stock, or the perception that such dispositions could occur, could adversely affect prevailing market prices for Spinco common stock.

Spinco does not intend to pay cash dividends for the foreseeable future.

The timing, declaration, amount, and payment of future dividends to Spinco shareholders falls within the discretion of the Spinco Board of Directors and will depend on many factors, including Spinco’s financial condition, earnings, capital requirements of Spinco’s business, and covenants associated with debt obligations, as well as legal requirements, regulatory constraints, industry practice, and other factors that the Spinco Board of Directors deems relevant. Spinco does not intend to, and there can be no assurance that Spinco will, pay any dividend in the future.

Your percentage of ownership in Spinco may be diluted in the future.

Your percentage ownership in Spinco may be diluted because of equity issuances of Spinco common stock for acquisitions, capital market transactions or otherwise, including, without limitation, equity awards that Spinco may grant to Spinco’s directors, officers, and employees. Such issuances may have a dilutive effect on Spinco’s earnings per share, which could adversely affect the market price of Spinco common stock.

In addition, Spinco’s amended and restated certificate of formation will authorize Spinco to issue, without the approval of Spinco’s shareholders, one or more classes or series of preferred stock having such designation, powers, preferences, and relative, participating, optional, and other special rights, including preferences over Spinco common stock respecting dividends and distributions, as Spinco’s board of directors generally may determine. The terms of one or more classes or series of preferred stock could dilute the voting power or reduce the value of Spinco common stock. For example, Spinco could grant the holders of preferred stock the right to elect some number of Spinco’s directors in all events or on the happening of specified events or to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences Spinco could assign to holders of preferred stock could affect the residual value of Spinco common stock. See the section entitled “Description of Capital Stock of Spinco.”

The Warrant issued to Amazon may result in additional dilution of Spinco’s common stock in connection with the Distribution.

On August 15, 2025, Flex issued a warrant (the “Warrant”) to Amazon.com NV Investment Holdings LLC (the “Warrantholder”), a wholly-owned subsidiary of Amazon.com, Inc. (“Amazon”), to purchase up to an aggregate of 3,859,851 ordinary shares of Flex (the “Warrant Shares”) at an exercise price of $51.29 per share, which expires on August 15, 2030. The Warrant Shares are subject to vesting based on qualifying payments (as defined

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in the Warrant) for the purchase of all products and services by or on behalf of Amazon and its affiliates over the term of the Warrant. The Warrant also provides that, upon certain distributions (which would include the Distribution), the exercise price will be adjusted, concurrent with the Record Date, by reducing the exercise price by the per share fair market value (as defined in the Warrant) of the Distribution. The Warrant further provides that the exercise price may not be reduced below $0.01 per share and that if the exercise price becomes $0.01, then the Warrantholder will be entitled to participate in the Distribution as if the Warrantholder had previously exercised and would be the holder of all Warrant Shares, whether vested or not, subject to the Warrant before the Record Date. Flex, Spinco and the Warrantholder are negotiating and expect to execute an amendment to the Warrant which will provide that, instead of Spinco shares, the Warrantholder would receive a fully vested warrant to purchase up to a specified number of Spinco shares at an exercise price of $0.01 per share (the “Spinco Warrant”). As a result, we expect that the exercise price of the Flex Warrant will be reduced to $0.01 per share and that, upon the consummation of the Distribution, the Warrantholder will receive the Spinco Warrant.

Provisions of Texas law, Spinco’s amended and restated certificate of formation and Spinco’s amended and restated bylaws, may prevent or delay an acquisition of Spinco’s company, which could decrease the market price of Spinco common stock.

Texas law contains, and Spinco’s amended and restated certificate of formation and amended and restated bylaws will contain, provisions that are intended to deter coercive takeover practices and inadequate takeover bids by making such practices or bids unacceptably expensive to the bidder and to encourage prospective acquirers to negotiate with Spinco Board of Directors rather than to attempt a hostile takeover. These provisions include, among others:

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Public shareholders who might desire to participate in these types of transactions may not have an opportunity to do so, even if the transaction is considered favorable to shareholders. These anti-takeover provisions could substantially impede the ability of public shareholders to benefit from a change in control or a change in Spinco’s management and board of directors and, as a result, may adversely affect the market price of Spinco common stock and your ability to realize any potential change of control premium.

In addition, following the Distribution, Spinco expects to qualify as an “issuing public corporation” (as defined in the TBOC) subject to Title 2, Chapter 21, Subchapter M of the TBOC, which we refer to as the “Texas Business Combination Law.” Subject to certain exceptions, the Texas Business Combination Law prohibits an issuing public corporation from engaging in specified business combinations with an affiliated shareholder, or an affiliate or associate of an affiliated shareholder, for a period of three years after the date the shareholder became an affiliated shareholder, unless:

For purposes of Texas Business Combination Law, an “affiliated shareholder” (as defined in the TBOC) generally includes a person who beneficially owns, or owned during the preceding three-year period, 20% or more of the corporation’s outstanding shares. A “business combination” (as defined in the TBOC) includes specified mergers, share exchanges, conversions, asset dispositions, issuance or transfers of shares, liquidation or dissolution proposals, recapitalizations, and other transactions involving an affiliated shareholder or its affiliates or associates.

The Texas Business Combination Law also includes limited exceptions, including for certain inadvertent acquisitions of affiliated shareholder status, certain transfers by will or intestacy, and certain business combinations with a wholly owned Texas subsidiary. An issuing public corporation may also elect not to be governed by the Texas Business Combination Law in its original certificate of formation or bylaws or by a later amendment approved by at least two-thirds of the outstanding voting shares not held by affiliated shareholders, subject to an 18-month delayed effectiveness period and limitations for existing affiliated shareholders.

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Neither the amended and restated certificate of formation nor the amended and restated bylaws contains any provisions expressly providing that Spinco will not be subject to the Texas Business Combinations Law. As a result, the Texas Business Combination Law may have the effect of inhibiting a non-negotiated merger or other business combination involving Spinco, even if such a merger or combination would be beneficial to Spinco’s shareholders.

We believe these provisions will protect Spinco’s shareholders from coercive or otherwise unfair takeover tactics by requiring potential acquirers to negotiate with Spinco’s board of directors and by providing Spinco’s board of directors with more time to assess any acquisition proposal. These provisions are not intended to make Spinco immune from takeovers. However, these provisions will apply even if an acquisition proposal may be considered beneficial by some shareholders and could delay or prevent an acquisition that Spinco Board of Directors determines is not in the best interests of Spinco and Spinco’s shareholders. These provisions may also prevent or discourage attempts to remove and replace incumbent directors.

Spinco’s amended and restated certificate of formation will contain an exclusive forum provision, and a waiver of the right to trial by jury for any “internal entity claim,” that could limit a shareholder’s ability to bring a claim in a judicial forum that the shareholder believes is favorable for such disputes and may discourage lawsuits against Spinco and any of Spinco’s directors, officers, or other employees.

Spinco’s amended and restated certificate of formation will provide that, unless Spinco consents in writing to the selection of an alternative forum, the Texas Business Court in the Third Business Court Division of the State of Texas (the “Austin Business Court”) (or, if the Austin Business Court lacks jurisdiction or otherwise may not, or may decline to, hear the applicable cause of action, the Texas Business Court in the First Business Court Division of the State of Texas (the “Dallas Business Court”) or, if the Dallas Business Court lacks jurisdiction or otherwise may not hear, or may decline to hear the applicable cause of action the United States District Court for the Western District of Texas, Austin Division (the “Federal Court”) or if the Federal Court lacks jurisdiction or otherwise may not, or may decline to, hear the applicable cause of action, the state district court of Travis County, Texas) is the sole and exclusive forum for (i) any derivative action or proceeding brought on Spinco’s behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any directors, officers, or shareholders to Spinco or Spinco’s shareholders, (iii) any action asserting a claim against Spinco or Spinco’s current or former directors, officers, employees, or shareholders arising pursuant to any provision of the TBOC or Spinco’s amended and restated certificate of formation or amended and restated bylaws, (iv) any action asserting a claim against Spinco or any of Spinco’s directors, officers, or shareholders governed by the internal affairs doctrine, (v) any action asserting an “internal entity claim,” as that term is defined in Section 2.115 of the TBOC, or (vi) any other action or proceeding in which the Business Court of the State of Texas has jurisdiction (the “Texas Exclusive Forum Provision”).

Spinco’s amended and restated certificate of formation includes a jury trial waiver consisting of the following language: TO THE FULLEST EXTENT PERMITTED BY THE TBOC, UNLESS THE CORPORATION CONSENTS IN WRITING TO A JURY TRIAL, THE CORPORATION AND EACH SHAREHOLDER, DIRECTOR, OFFICER AND EMPLOYEE OF THE CORPORATION HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT THAT THE CORPORATION OR SUCH PERSON MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION, COUNTERCLAIM, CROSS-CLAIM OR THIRD-PARTY CLAIM ARISING OUT OF OR RELATING TO ANY “INTERNAL ENTITY CLAIM” AS THAT TERM IS DEFINED IN SECTION 2.115 OF THE TBOC, AND EACH SHAREHOLDER AGREES THAT SUCH SHAREHOLDER’S HOLDING OR ACQUISITION OF SHARES OF STOCK OF THE CORPORATION OR, TO THE EXTENT PERMITTED BY LAW, OPTIONS OR RIGHTS TO ACQUIRE SHARES OF STOCK OF THE CORPORATION FOLLOWING THE ADOPTION OF THIS AMENDED AND RESTATED CERTIFICATE OF FORMATION CONSTITUTES SUCH SHAREHOLDER’S INTENTIONAL AND KNOWING WAIVER OF ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO SUCH CLAIMS.

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Spinco’s amended and restated certificate of formation will further provide that the Federal Court (or, if the Federal Court lacks jurisdiction or otherwise may not, or may decline to, hear the applicable cause of action, any other federal district court of the United States) will, to the fullest extent permitted by law, be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act (the “Federal Forum Provision”).

The Texas Exclusive Forum Provision is intended to apply to claims arising under Texas state law and would not apply to direct claims brought pursuant to the Securities Act or the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. In addition, the Federal Forum Provision is intended to apply to claims arising under the Securities Act and would not apply to claims brought pursuant to the Exchange Act.

Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. However, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce a duty or liability created by the Securities Act or the rules and regulations thereunder. Accordingly, there is uncertainty as to whether a court would enforce the Federal Forum Provision as written in connection with claims arising under the Securities Act. Any person purchasing or otherwise acquiring any interest in any of Spinco’s securities will be deemed to have notice of, and to have consented to, these provisions.

The exclusive forum provisions Spinco will include in Spinco’s amended and restated certificate of formation will not relieve Spinco of Spinco’s duties to comply with the federal securities laws and the rules and regulations thereunder and, accordingly, actions by Spinco’s shareholders to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder must be brought in federal courts. Spinco’s shareholders will not be deemed to have waived Spinco’s compliance with these laws, rules, and regulations.

The exclusive forum provisions Spinco will include in Spinco’s amended and restated certificate of formation may limit a shareholder’s ability to bring a claim in a judicial forum of its choosing for disputes with Spinco or its directors, officers, or other employees, which may discourage lawsuits against Spinco and Spinco’s directors, officers, and other employees. In addition, shareholders who bring a claim in the applicable Texas court pursuant to the Texas Exclusive Forum Provision could face additional litigation costs in pursuing any such claim, particularly if they do not reside in or near Texas. The court in the designated forum under Spinco’s exclusive forum provisions may also reach different judgments or results than would other courts, including courts where a shareholder would otherwise choose to bring the action, and such judgments or results may be more favorable to Spinco than to Spinco’s shareholders. Further, the enforceability of similar exclusive forum provisions in other companies’ organizational documents has been challenged in legal proceedings, and it is possible that a court could find any of Spinco’s exclusive forum provisions to be inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings. If a court were to find all or any part of Spinco’s exclusive forum provisions to be inapplicable or unenforceable in an action, Spinco might incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect Spinco’s business, operating results, and financial condition.

The price of Flex ordinary shares historically has been volatile, and the price of Spinco common stock may be volatile as well. This volatility may affect the price at which you could sell your common stock, and the sale of substantial amounts of Spinco common stock could adversely affect the price of Spinco common stock.

The market price of Flex ordinary shares has been volatile, and the price of Spinco common stock may also be volatile. This volatility may affect the price at which you could sell your common stock. Spinco’s stock price may be subject to significant price and volume fluctuations in response to market and other factors, including:

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In addition, the sale of substantial amounts of shares of Spinco common stock, or the perception that these sales may occur, could adversely affect the market price of Spinco common stock. Further, the stock market is subject to fluctuations in the stock prices and trading volumes that affect the market prices of the stock of public companies, including Spinco. These broad market fluctuations have adversely affected and may continue to adversely affect the market price of shares of Spinco common stock. For example, expectations concerning general economic conditions may cause the stock market to experience extreme price and volume fluctuations from time to time that particularly affect the stock prices of many high technology companies. These fluctuations may be unrelated to the operating performance of the companies.

Securities class action lawsuits are often brought against companies after periods of volatility in the market price of their securities, and any such lawsuits filed against Spinco could result in substantial costs and a diversion of resources and management’s attention.

The completion of the Spin-Off is subject to the Flex Shareholder Approvals and the High Court Approval, which may not be satisfied, and the Spin-Off may not occur.

Flex plans to complete the Spin-Off and effect the Distribution by way of the Capital Reduction. To effect the Capital Reduction, Flex will first need to capitalize a portion of its reserves in an amount which, together with its existing share capital, is at least sufficient to support the Capital Reduction. The Capitalization will be effected by applying the Capitalization Amount in paying up the Bonus Shares. The Capital Reduction and the Distribution will be effected in compliance with Flex’s Constitution and Singapore law, which requires the High Court Approval following and in addition to the receipt of the Flex Shareholder Approvals. The Capital Reduction and the Distribution cannot be effected absent the Flex Shareholder Approvals and the High Court Approval. As a result, Spinco and Flex may not be able to complete the Spin-Off on the terms described in this proxy statement or on other acceptable terms or at all.

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If securities or industry analysts do not publish research or reports about Spinco’s business, or if they downgrade their recommendations regarding Spinco common stock, Spinco’s stock price and trading volume could decline.

The trading market for Spinco common stock will be influenced by the research and reports that industry or securities analysts publish about Spinco or Spinco’s business. If any of the analysts who may cover Spinco downgrade Spinco common stock or publish inaccurate or unfavorable research about Spinco’s business, Spinco’s common stock price may decline. If analysts cease coverage of Spinco or fail to regularly publish reports on Spinco, Spinco could lose visibility in the financial markets, which in turn could cause Spinco’s common stock price or trading volume to decline and Spinco common stock to be less liquid.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement and other materials that Flex and Spinco have filed or will file with the SEC contain, or will contain, forward-looking statements within the meaning of the federal securities laws. These forward-looking statements include, but are not limited to, statements regarding Spinco’s product and technology position, the anticipated benefits, timing and effects of the Spin-Off and all statements regarding Spinco’s expected future position, results of operations, cash flows, dividends, financing plans, business strategy, budgets, capital expenditures, competitive positions, growth opportunities, plans and objectives of management. Forward-looking statements also include statements containing forward-looking words, such as “will,” “may,” “designed to,” “believe,” “should,” “anticipate,” “plan,” “expect,” “intend,” “estimate,” “could,” “would,” “project,” “continue,” “potential,” “forecast,” “approximate,” “upside,” “target,” and similar expressions or the use of future tense. Statements concerning business outlook or future economic performance, anticipated profitability, revenues, expenses, dividends or other financial items, and products or services line growth of Spinco, together with other statements that are not historical facts, are forward-looking statements based on current expectations, estimates, assumptions and information available at the time they are made. Statements concerning current conditions may also be forward-looking if they imply trends or a continuation of such conditions.

Forward-looking statements are inherently uncertain, and shareholders and other potential investors must recognize that actual results may differ materially from Spinco’s expectations as a result of a variety of factors, including, without limitation, those discussed below. These forward-looking statements are based upon management’s current expectations and are subject to known and unknown risks, uncertainties and other factors, many of which Spinco is unable to predict or control, that may cause actual results, performance, or plans to differ materially from those expressed or implied by such forward-looking statements. These factors include, without limitation: volatility in global economic conditions; business conditions and growth in the digital infrastructure industry; pricing trends and fluctuations in average selling prices; the availability and cost of commodity materials and specialized components; actions by competitors; unexpected advances in competing technologies; and other risks and uncertainties described in the sections entitled “Summary of the Separation and Distribution,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Axiom,” “Information about Spinco,” and “The Separation and Distribution.” You should not place undue reliance on these forward-looking statements, which speak only as of the date they are made. Spinco undertakes no obligation to update any forward-looking statements to reflect new information or events.

Risks and uncertainties related to the Spin-Off include, but are not limited to: the future operating results of the stand-alone business; value creation associated with the separation and stand-alone business; the anticipated qualification of the Spin-Off as a tax-free transaction for U.S. federal income tax purposes; the expected relationship of the two businesses post-separation; whether the Spin-Off will be completed on the expected terms and on the anticipated timeline or at all, including the possibility that the conditions to the Spin-Off may not be satisfied, including that a governmental entity may prohibit, delay, or refuse to grant a necessary approval; the expected benefits and costs of the Spin-Off, including that the expected benefits will not be realized within the expected time frame, in full or at all; potential adverse reactions or changes to Spinco’s business relationships with their respective customers, suppliers, or other partners resulting from the announcement and completion of the Spin-Off; competitive responses to the announcement or completion of the Spin-Off; potential adverse effects on Spinco’s stock prices resulting from the announcement or completion of the Spin-Off; unexpected costs, liabilities, charges, or expenses resulting from the Spin-Off; litigation relating to the Spin-Off; the inability to retain key personnel of Spinco as a result of the Spin-Off; disruption of management time from ongoing business operations due to the Spin-Off; impacts of geopolitical conflicts; and any changes in general economic and/or industry-specific conditions. In addition to the factors set forth above, the Spin-Off is subject to other economic, competitive, legal, governmental, technological, regulatory, and other factors that may affect the Spin-Off and Spinco’s plans, results, or stock price and which are set forth under the sections entitled “Summary of the Separation and Distribution,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Axiom,” “Information about Spinco,” and “The Separation and Distribution.” Many of these factors are beyond Spinco’s control. Spinco cautions investors that forward-looking statements are not guarantees of future performance. Spinco does not intend, or undertake any obligation, to publish revised forward-looking statements to reflect events or circumstances after the date of this proxy statement or to reflect the occurrence of unanticipated events.

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THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

Flex is furnishing this proxy statement in connection with the solicitation by the Flex Board of Directors of proxies to be voted at the extraordinary general meeting of Flex shareholders, or at any adjournments thereof, for the purposes set forth herein.

Flex’s notice of the extraordinary general meeting and this proxy statement to its shareholders are available on Flex’s website at https://investors.flex.com/financials/sec-filings/.

Date, Time and Place

The extraordinary general meeting of shareholders of Flex Ltd. will be held at its offices located at 12515-8 Research Blvd, Suite 300, Austin, TX 78759 U.S.A., at [●] a.m., Central time, on November 2, 2026, for the purposes summarized below and described in more detail in this proxy statement.

Purpose of the Extraordinary General Meeting

At the extraordinary general meeting, Flex shareholders will be asked:

To approve the proposed issuance of one (1) Bonus Share for every one (1) existing Flex ordinary share held by each Flex shareholder of record as of the Record Date (the “Bonus Issuance Proposal”).

To approve the proposed court-approved capital reduction to be carried out by Flex pursuant to Section 78G of the Singapore Companies Act, in order to effect the distribution in specie of between approximately 88.0% and 94.0% of all issued and outstanding shares of Spinco common stock immediately prior to the distribution to Flex shareholders on a pro rata basis based on the number of Flex ordinary shares held by each Flex shareholder of record as of the Record Date (the “Capital Reduction and Distribution Proposal”).

Flex management does not know of any matters to be presented at the extraordinary general meeting other than those set forth in this proxy statement and in the notice accompanying this proxy statement. If other matters should properly be put before the meeting, the proxy holders will vote on such matters in accordance with their best judgment.

When this proxy statement refers to the “extraordinary general meeting,” it is also referring to any adjournment thereof, if necessary or appropriate.

Resolutions Proposed for Shareholder Approval as Special Business

To consider and, if thought fit, to pass with or without modifications, the following resolutions, of which Resolution 1 will be proposed as an Ordinary Resolution and Resolution 2 will be proposed as a Special Resolution:

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How to Cast Your Vote

Each Flex Ordinary Share is entitled to one vote for each the Bonus Issuance Proposal and the Capital Reduction and Distribution Proposal. Your vote is important, and Flex encourages you to vote using one of these following methods:

Recommendation of the Flex Board of Directors

The Flex Board of Directors unanimously (i) determined that the Spin-Off is advisable and in the best interests of Flex, (ii) approved and declared advisable and in the best interests of Flex the Capital Reduction, the Distribution and, subject to receipt of the Flex Shareholder Approvals and the High Court Approval, the completion by Flex

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and its subsidiaries of the Spin-Off and (iii) directed that the Capital Reduction and Distribution Proposal be submitted to the Flex shareholders for approval. The Flex Board of Directors also approved and directed that the Bonus Issuance Proposal be submitted to the Flex shareholders for approval and recommended that Flex shareholders vote in favor of the resolution relating to the Bonus Issuance Proposal, which will allow Flex to effectuate the Capital Reduction. Upon the terms and subject to the conditions of the Separation Agreement, the Flex Board of Directors recommended that Flex shareholders vote in favor of the resolution relating to the Bonus Issuance Proposal and the Capital Reduction and Distribution Proposal.

The resolutions relating to the Bonus Issuance Proposal and the Capital Reduction and Distribution Proposal are inter-conditional upon one another. This means that if any of the resolutions is not approved, the other resolution will not be passed. Shareholders should further note that the implementation of the resolutions is contingent upon the receipt of the High Court Approval.

 The Board recommends a vote “FOR” the Bonus Issuance Proposal and “FOR” the Capital Reduction and Distribution Proposal.

Information About the Meeting

Costs of Solicitation

The entire cost of soliciting proxies will be borne by Flex. Following the original mailing of the proxies and other soliciting materials, the directors, officers and employees of Flex may also solicit proxies by mail, telephone, e-mail, fax or in person. These individuals will not receive additional compensation for those activities, but they may be reimbursed for any reasonable out-of-pocket expenses. Following the original mailing of the proxies and other soliciting materials, Flex will request that brokers, custodians, nominees and other record holders of Flex ordinary shares forward copies of the proxies and other soliciting materials to persons for whom they hold Flex ordinary shares and request authority for the exercise of proxies. In these cases, Flex will reimburse such holders for their reasonable expenses if they ask that Flex does so. Flex has retained D.F. King & Co., Inc., an independent proxy solicitation firm, to assist in soliciting proxies at an estimated fee of $[●], plus reimbursement of reasonable expenses.

Registered Office

The mailing address of Flex’s registered office is 1 Kallang Place, Singapore 339211.

Voting Rights and Solicitation of Proxies

The close of business on September 24, 2026 is the Meeting Record Date for shareholders entitled to receive copies of the notice of the extraordinary general meeting. All of the Flex ordinary shares issued and outstanding on November 2, 2026, the date of the extraordinary general meeting, are entitled to be voted at the extraordinary general meeting. Shareholders entitled to vote at the extraordinary general meeting will, on a poll, have one vote for each Flex ordinary share they hold on each matter to be voted upon. As of [●], 2026, there were [●] Flex ordinary shares issued and outstanding.

Proxies

Flex ordinary shares represented by proxies in the forms made available in connection with this proxy statement that are properly executed and returned to Flex will be voted at the extraordinary general meeting, as applicable, in accordance with the executing shareholder’s instructions. If your Flex ordinary shares are held through a bank, a broker or other nominee, which is sometimes referred to as holding shares in “street name,” you have the right to instruct your bank, broker or other nominee on how to vote the shares in your account. Your bank, broker or other nominee will send you a voting instruction form to use for this purpose.

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Quorum and Required Vote

Representation at the extraordinary general meeting of at least 33 1/3% of all of Flex’s issued and outstanding Flex ordinary shares is required to constitute a quorum to transact business at the extraordinary general meeting.

If Flex shareholders fail to approve the Bonus Issuance Proposal or the Capital Reduction and Distribution Proposal upon a vote at the extraordinary general meeting, the Separation and Distribution will not be completed, as described in the section titled “The Separation and Distribution” beginning on page 105.

As of [●], 2026, the most recent practicable date prior to the date of this proxy statement: [(i) Flex’s directors and executive officers held less than 1% of the voting power of the Flex ordinary shares expected to be outstanding and entitled to vote at the extraordinary general meeting; (ii) no affiliates of Flex’s directors and executive officers held shares entitled to vote at the extraordinary general meeting; (iii) Spinco’s directors and executive officers held less than 1% of the voting power of the Flex ordinary shares expected to be outstanding and entitled to vote at the extraordinary general meeting and (iv) no affiliates of Spinco’s directors and executive officers held shares entitled to vote at the extraordinary general meeting.]

Spinco shareholders are not required to vote on the Capital Reduction and Distribution Proposal at the extraordinary general meeting and Spinco will not hold an extraordinary general meeting or a special meeting of shareholders in connection with the Separation and Distribution.

Abstentions and Broker Non-Votes; Revocability

Abstentions and “broker non-votes” are considered present and entitled to vote at the extraordinary general meeting for purposes of determining a quorum. A “broker non-vote” occurs when a bank, a broker or other nominee who holds shares for a beneficial owner does not vote on the Bonus Issuance Proposal or the Capital Reduction and Distribution Proposal because the bank, broker or other nominee has not received directions from the beneficial owner and does not have discretionary power to vote on the Bonus Issuance Proposal or the Capital Reduction and Distribution Proposal. If a bank, broker or other nominee indicates on the proxy card that it does not have discretionary authority to vote on the matter, those shares, along with any abstentions, will not be counted in the tabulation of the votes cast on the Bonus Issuance Proposal or the Capital Reduction and Distribution Proposal being presented to shareholders. It is very important that you instruct your bank, broker or other nominee how to vote on the Bonus Issuance Proposal or the Capital Reduction and Distribution Proposal. If you do not complete the voting instructions, your shares will not be considered in the vote to approve either proposal.

If you are a registered shareholder and you vote by proxy card without giving specific instructions, your shares represented by proxies will be voted at the extraordinary general meeting “FOR” the approval of the Bonus Issuance Proposal and “FOR” the approval of the Capital Reduction and Distribution Proposal.

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Any shareholder of record has the right to change his or her voting instructions to the proxy by revoking his or her proxy at any time prior to voting at the extraordinary general meeting by:

If you are a beneficial holder who holds your Flex ordinary shares through a bank, a broker or other nominee and you wish to change or revoke your voting instructions, you will need to contact the bank, broker or other nominee who holds your shares and follow their instructions. If you are a beneficial holder and not the shareholder of record, you may not vote your shares in person at the extraordinary general meeting unless you obtain a legal proxy from the record holder giving you the right to vote the shares.

As noted above, Flex management does not know of any matters to be presented at the extraordinary general meeting other than those set forth herein and in the Notice accompanying this proxy statement. If any other matters are properly presented for a vote at the extraordinary general meeting, the enclosed proxies confer discretionary authority to the individuals named as proxies to vote the shares represented by such proxy, as to those matters.

Your vote matters. We urge you to promptly vote by returning the enclosed proxy card, or by following the voting instructions on your proxy card or Notice, regardless of the number of shares you hold.

Registered shareholders who are present at the extraordinary general meeting may revoke their proxies and vote in person or, if they prefer, may abstain from voting in person and allow their proxies to be voted.

Some banks, brokers, and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports for Flex’s beneficial shareholders. This means that only one copy of the Flex proxy materials may have been sent to multiple shareholders in your household, unless your bank, broker or other nominee received contrary instructions from one or more shareholders in your household. If you want to receive separate copies of Flex’s proxy materials or annual reports in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker or other nominee record holder. Flex will promptly deliver a separate copy of either document to you if you request one by writing or calling Flex at the contact information listed below.

Flex Ltd.

12515-8 Research Blvd, Suite 300

Austin, Texas 78759 U.S.A.

Telephone: (512) 425-7929

Adjournments

Although it is not currently expected, the extraordinary general meeting may be adjourned, if necessary or appropriate, for the purpose of soliciting additional proxies if there are not sufficient votes at the time of the extraordinary general meeting to approve the Bonus Issuance Proposal or the Capital Reduction and Distribution Proposal. Assuming that a quorum is present at the time appointed for the extraordinary general meeting, any adjournment of the extraordinary general meeting may be made at the extraordinary general meeting if approved by the affirmative vote of the holders of a majority of the votes present in person or by proxy at the extraordinary general meeting. Any adjournment of the extraordinary general meeting for the purpose of soliciting additional proxies will allow Flex shareholders who have already sent in their proxies to revoke them at any time prior to their use at the extraordinary general meeting as adjourned.

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The adjournment of the extraordinary general meeting, if necessary or appropriate, relates only to an adjournment of the extraordinary general meeting occurring for purposes of soliciting additional proxies for the approval of the Bonus Issuance Proposal or the Capital Reduction and Distribution Proposal. The chairperson of the extraordinary general meeting has the authority to adjourn the extraordinary general meeting for any other purpose, including the absence of a quorum with the consent or approval of Flex shareholders assuming that a quorum is present. Where a quorum is not present within half an hour from the time appointed for the extraordinary general meeting, the meeting shall be adjourned without the consent or approval of Flex shareholders. In any other case, the chairperson of the extraordinary general meeting may, with the consent of the shareholders present at the extraordinary general meeting, adjourn such meeting.

No Dissenter’s Rights

Holders of Flex ordinary shares do not have appraisal rights or dissenters’ rights under applicable law or contractual appraisal rights under Flex’s Constitution in connection with the Separation and Distribution.

Questions and Additional Information

If Flex shareholders have more questions about the Separation and Distribution or how to submit their proxy, or if they need additional copies of this proxy statement or the accompanying proxy card or voting instructions, please contact:

Flex Ltd.

12515-8 Research Blvd, Suite 300

Austin, Texas 78759 U.S.A.

Telephone: (512) 425-7929

Web links throughout this proxy statement are provided for convenience only, and the content on the referenced websites does not constitute part of, and is not incorporated into, this proxy statement.

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CAPITALIZATION OF AXIOM

The following table sets forth Spinco’s cash and cash equivalents and capitalization as of June 26, 2026, on a historical basis and on a pro forma basis to give effect to the Spin-Off and related transactions as if they had occurred on June 26, 2026. You should review the following table in conjunction with the sections of this proxy statement entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Axiom,” “Axiom Unaudited Pro Forma Condensed Combined Financial Information,” Spinco’s unaudited condensed combined financial statements and the accompanying notes thereto included elsewhere in this proxy statement.

Spinco has not yet finalized Spinco’s post-Distribution capitalization. Adjusted financial data reflecting Spinco’s post-Distribution capitalization will be included in an amendment to this proxy statement.

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AXIOM UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma combined financial statements consist of an unaudited pro forma combined balance sheet as of June 26, 2026 and unaudited pro forma combined statement of operations for the three months ended June 26, 2026 and the year ended March 31, 2026. This unaudited pro forma financial information has been derived from Spinco’s historical audited combined financial statements for the year ended March 31, 2026 and Spinco’s unaudited condensed combined financial statements as of and for the three months ended June 26, 2026 included elsewhere in this proxy statement. All significant pro forma adjustments and their underlying assumptions are described more fully in the notes to unaudited pro forma combined financial statements, which you should read in conjunction with such unaudited pro forma combined financial statements.

The unaudited pro forma combined statement of operations gives effect to the Pro Forma Transactions (as defined below) as if they had occurred on April 1, 2025, the first day of Spinco’s fiscal year 2026. The unaudited pro forma combined balance sheet gives effect to the pro forma transactions as if they had occurred on June 26, 2026, Flex’s latest balance sheet date.

The unaudited pro forma combined financial statements include certain transaction accounting adjustments that reflect the accounting for transactions in accordance with U.S. GAAP and autonomous entity adjustments that reflect certain incremental expenses or other charges necessary, if any, to present fairly Spinco’s unaudited pro forma combined statement of operations and unaudited pro forma combined balance sheet as of and for the periods indicated as if Spinco were a separate standalone entity. The following unaudited pro forma combined financial statements illustrate the effects of the following transactions (collectively, the “Pro Forma Transactions”):

EPC Power Acquisition

On September 3, 2026, Flex entered into a definitive agreement to acquire EPC Power (the “EPC Power Acquisition”) for aggregate consideration of approximately $4.4 billion, subject to customary adjustments. The EPC Power Acquisition will be funded with a combination of debt and equity securities. EPC Power adds power conversion capabilities, including differentiated grid-forming technology, for data center and utility applications. Based on the expected timing of closing of the EPC Power Acquisition during 2026, the EPC Power business will be transferred by Flex to Spinco in conjunction with the Spin-Off. The Company concluded that the criteria in Article 11 of Regulation S-X, including that the EPC Power Acquisition is probable, were met; thus, these pro forma financial statements reflect the impact of the EPC Power Acquisition method of accounting in accordance with the Accounting Standards Codification 805, Business Combinations (“ASC 805”).

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The unaudited pro forma condensed combined balance sheet gives effect to the EPC Power Acquisition as if it had occurred on June 26, 2026. The unaudited pro forma condensed combined statements of operations give effect to the EPC Power Acquisition for the three months ended June 26, 2026 and the year ended March 31, 2026 as if the acquisition had occurred on April 1, 2025. The historical financial information of EPC Power has been derived from the annual financial statements for the year ended December 31, 2025 and the unaudited interim financial statements for the six months ended June 30, 2026, included elsewhere in this proxy statement.

The pro forma adjustments reflect management’s preliminary estimates and assumptions based on information currently available and are subject to change as additional information becomes available and analyses are finalized, including the completion of the purchase accounting assessment and valuation procedures. Accordingly, actual adjustments may differ materially from those presented herein.

The Spin-Off

The unaudited pro forma combined financial statements have been prepared to include transaction accounting (including the impact of changes to Flex’s legal entity structure in anticipation of the Spin-Off) and autonomous entity adjustments to reflect the financial condition and results of operations as if Spinco were a standalone entity. Transaction adjustments have been presented to show the impact and associated cost as a direct result of the legal separation from Flex, including the establishment of Spinco’s expected capital structure and funding at the time of Spin-Off, and the Tax Matters Agreement. Autonomous entity adjustments have been presented to show the impact of items such as the Transition Services Agreement, lease arrangements with third parties and Flex and certain incremental costs expected to be incurred as an autonomous entity. Actual future costs incurred may differ from these estimates.

The unaudited pro forma combined financial statements were prepared in accordance with Article 11 of Regulation S-X, as amended. The unaudited pro forma combined financial statements are subject to the assumptions and adjustments described in the accompanying notes. The Pro Forma Transactions are based on available information and assumptions Spinco believes are reasonable; however, such adjustments are subject to change. A final determination regarding Spinco’s capital structure has not yet been made, and the Separation Agreement, Tax Matters Agreement, Transition Services Agreement, Employee Matters Agreement, and other transaction-related agreements have not been finalized. As such, the unaudited pro forma combined financial statements may be revised in future amendments to reflect the impact on Spinco’s capital structure and the final form of those agreements, to the extent any such revisions would be deemed material.

The unaudited pro forma combined financial statements have been presented for informational purposes only. The unaudited pro forma information is not necessarily indicative of Spinco’s results of operations or financial condition had the Spin-Off and the related transactions been completed on the dates assumed and should not be relied upon as a representation of Spinco’s future performance or financial position as a separate public company. The historical combined financial statements have been derived from Flex’s historical accounting records and include certain corporate overhead and other shared costs which have been allocated to Spinco. The allocations have been determined on a reasonable basis; however, the amounts are not necessarily representative of the amounts that would have been reflected in the financial statements had Spinco been an entity that operated independently of Flex during the periods or at the dates presented. See Note 1, “Organization of Spinco” and Note 12, “Related Party Transactions” to Spinco’s combined financial statements included elsewhere in this proxy statement for further information on the allocation of corporate and other shared costs. The following unaudited pro forma combined financial statements should be read in conjunction with Spinco’s historical audited combined financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Axiom” included elsewhere in this proxy statement.

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AXIOM UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET