Form 8-K

8-K — CleanCore Solutions, Inc.

Accession: 0001213900-26-066049

Filed: 2026-06-08

Period: 2026-06-08

CIK: 0001956741

SIC: 2842 (SPECIALTY CLEANING, POLISHING AND SANITATION PREPARATIONS)

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0293889-8k_cleancore.htm (Primary)

EX-99.1 — PRESS RELEASE ISSUED ON JUNE 8, 2026 (ea029388901ex99-1.htm)

EX-99.2 — SUPPLEMENTAL RISK FACTORS (ea029388901ex99-2.htm)

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XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0293889-8k_cleancore.htm · Sequence: 1

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0001956741

2026-06-08

iso4217:USD

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported):

June 8, 2026

CLEANCORE SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Nevada

001-42033

88-4042082

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

5920 S. 118th Circle, Omaha, NE

68137

(Address of principal executive offices)

(Zip Code)

(877) 860-3030

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

ZONE

NYSE American LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging Growth Company ☒

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure.

On June 8, 2026, CleanCore Solutions, Inc. (the

“Company”) issued a press release announcing the appointment of Tyler Hassen, the Company’s Chief Executive Officer,

as a member of the Company’s Board of Directors, the Company’s strategic transition to an AI critical infrastructure company,

and the execution of a non-binding letter of intent for an initial data center development project in the midwestern United States. A

copy of the press release is furnished as Exhibit 99.1 to this report.

The information furnished pursuant to this Item

7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,

as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing

under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except as expressly set forth by specific

reference in such a filing.

Item 8.01 Other Events.

Amended Business Plan

The Company currently operates in two reportable

segments. The CleanCore segment is the legacy cleaning products business where the Company has historically operated. As of September

5, 2025, the Company also operates its Treasury segment, which executes a digital-asset treasury strategy focused on Dogecoin. While the

Company currently maintains both segments, its long-term strategic plan contemplates a broader transition that will likely include (i)

a future sale or disposition of the legacy cleaning products business, (ii) the repositioning of the digital asset treasury strategy,

up to and including sale of all digital assets, and (iii) entry into the AI critical infrastructure market through the development, acquisition,

and operation of data center facilities and related computing infrastructure (which the Company refers to as its “AI Critical Infrastructure

Business”), in each case at such time and on such terms as the Company’s board of directors determines to be in the best interests

of the Company and its stockholders. The Company’s long-term vision is to transition from a cleaning products and digital asset

treasury company to an AI critical infrastructure company. In connection with this strategic pivot, Tyler Hassen was appointed as the

Company’s Chief Executive Officer and a member of its board of directors. This transition has begun and is expected to occur over

time and may involve multiple steps, including the disposition of the Company’s cleaning products business, the wind-down of its

digital asset treasury strategy, and the deployment of capital into AI critical infrastructure assets, beginning with the Midwest Project.

As disclosed in the press release furnished as

Exhibit 99.1 hereto, on May 7, 2026, the Company entered into a non-binding letter of intent with a development partner under which the

Company may acquire a majority ownership interest in a newly formed special purpose vehicle formed for the purposes of developing and

operating a data center project in the midwestern United States (the “Midwest Project”). The proposed transaction remains

subject to the satisfactory completion of confirmatory due diligence and the negotiation and execution of definitive agreements, and there

can be no assurance that the transaction will be consummated on the terms described herein, or at all. The Company is also in active discussions

regarding additional AI critical infrastructure opportunities, none of which are subject to any binding agreement as of the date of this

report. The Company believes the growing demand for compute capacity driven by the proliferation of large language models, generative

AI applications, enterprise AI adoption, and cloud computing workloads presents a significant market opportunity for purpose-built data

center infrastructure.

The Company’s anticipated strategy contemplates

the identification, acquisition, development, and operation of data center sites, including the construction or retrofit of facilities

designed to house high-density computing equipment. These facilities may be developed to support colocation, build-to-suit, powered shell,

or turnkey deployment models for enterprise, hyperscale, and other customers. The Company’s strategy may also encompass the acquisition

of land, power capacity, cooling infrastructure, network connectivity, and related assets necessary to support data center operations.

The Company may pursue its AI Critical Infrastructure Business through a variety of structures including wholly owned subsidiaries, minority

investments, special purpose vehicles, variable interest entities, joint ventures, or other similar arrangements.

The Company’s AI Critical Infrastructure

Business is at a very early stage of development. While the Company has entered into the non-binding letter of intent described above

and is in active discussions regarding additional opportunities, it has not yet acquired any data center sites, entered into any binding

agreements for land or facilities, commenced any construction activities, or generated any revenue from this business. The Company’s

plans remain preliminary and are subject to change based on market conditions, capital availability, regulatory considerations, management

capacity, and other factors. There can be no assurance that the Company will be able to successfully execute this strategy.

The Company is actively exploring the potential

sale of its cleaning products business and the disposition of its Dogecoin holdings. Effective March 6, 2026, the Company terminated its

asset management agreement with Dogecoin Ventures, Inc. and 21Shares US LLC, and all related digital asset agreements, and now manages

its remaining Dogecoin holdings internally while it evaluates the timing and manner of their disposition. No binding agreement has been

entered into for the sale of the Company’s cleaning products business, although former Chief Executive Officer Clayton Adams holds

an irrevocable three year option, expiring March 4, 2029 to purchase the assets of the CleanCore segment, which he may exercise at his

discretion, or for the disposition of the Company’s Dogecoin holdings. There can be no assurance that any such transaction will

be consummated on favorable terms, or at all. In January 2026, the Company obtained a fair value opinion with respect to the potential

sale of its cleaning products business; however, the Company’s board of directors has not approved any specific disposition transaction

as of the date of this report and no further steps have been taken toward consummating a sale of the cleaning products business. With

respect to the Company’s Dogecoin holdings, as of June 2, 2026, the Company has sold approximately 200,000,000 Dogecoin for aggregate

proceeds of approximately $18.4 million. The Company also transferred 70,000,000 Dogecoin in exchange for approximately $6.8 million of

professional services. As of June 2, 2026, the Company held approximately 463,060,889 Dogecoin with an aggregate fair value of approximately

$44.3 million.

The timing and structure of this transition will

depend on numerous factors, including the availability and pricing of attractive data center opportunities, the Company’s ability

to raise additional capital, its ability to consummate those data center development transactions that it may pursue, including the Midwest

Project, the terms and timing of any disposition of the Company’s cleaning products business or Dogecoin holdings, regulatory developments,

market conditions, and the judgment of the Company’s board of directors and management team. During the transition period, the Company

expects to continue operating its cleaning products business and Treasury segment while simultaneously pursuing AI critical infrastructure

opportunities, which will require the Company’s management team to allocate time and resources across three distinct business lines.

Supplemental Risk Factors

In connection with the Company’s strategic

transition to an AI critical infrastructure company and expansion of the business of the Company, the Company is filing supplemental risk

factors (“Supplemental Risk Factors”) pertaining to the diversification of its business strategy to update disclosures contained

in the Company’s prior public filings, including those discussed under the heading “Item 1A. Risk Factors” in (i) the

Company’s Annual Report on Form 10-K for the year ended June 30, 2025. The supplemental risk factors are filed as Exhibit

99.2 to this Current Report on Form 8-K and incorporated herein by reference.

Forward-Looking Statements

This Current Report on Form 8-K contains

“forward-looking” statements, as the term is defined under federal securities laws, that are based on management’s beliefs

and assumptions and on information currently available to management. Such risks and uncertainties include, but are not limited to: the

Company’s limited experience in the data center and AI infrastructure industries; the Company’s ability to successfully transition

its business model from its cleaning products business; risks associated with the Company’s non-binding letter of intent, including

that it may not result in a definitive agreement or completed project; the Company’s ability to identify, develop, and bring online

data center projects on anticipated timelines and budgets; the Company’s ability to secure adequate financing for capital-intensive

infrastructure projects; risks associated with the Company’s transition away from its Dogecoin treasury strategy, including potential

volatility in cryptocurrency markets and risks related to the disposition of digital asset holdings; competition from established data

center operators and hyperscale cloud providers; risks related to permitting, land acquisition, and utility interconnection for data center

projects; changes in demand for AI infrastructure and compute capacity; changes in government regulation affecting AI infrastructure or

data centers; and general economic and market conditions. In some cases, you can identify forward-looking statements because they contain

words such as “designed,” “objective,” “anticipate,” “believe,” “contemplate,”

“continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,”

“potential,” “predict,” “project,” “should,” “target,” “will,”

or “would” or the negative of these words or other similar terms or expressions. Forward-looking statements are subject to

numerous assumptions, risks and uncertainties which could cause actual results or facts to differ materially from those statements expressed

or implied in the forward-looking statements. Moreover, we operate in a very competitive and rapidly changing environment in which new

risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors

on our business or the extent to which any factor, or combination of factors, may cause our actual results or performance to differ materially

from those contained in any forward-looking statements we may make.

A further discussion of these and other factors

that could cause our actual outcomes and results to differ materially from any results, performance, or achievements anticipated, expressed,

or implied by these forward-looking statements is included in the filings we make with the SEC, including our Annual Report on Form 10-K for

the year ended June 30, 2025, the Supplemental Risk Factors, and other reports we may file with the SEC from time to time. The forward-looking

statements contained in this Current Report on Form 8-K relate only to events as of the date stated or, if no date is stated,

as of the date of this Current Report on Form 8-K. We undertake no obligation to update any forward-looking statements made

in this Current Report on Form 8-K to reflect events or circumstances after the date of this Current Report on Form 8-K or

to reflect new information or the occurrence of unanticipated events, except as required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Press Release issued on June 8, 2026.

99.2

Supplemental Risk Factors.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

Date: June 8, 2026

CleanCore Solutions, Inc.

/s/ Tyler Hassen

Name:

Tyler Hassen

Title:

Chief Executive Officer

EX-99.1 — PRESS RELEASE ISSUED ON JUNE 8, 2026

EX-99.1

Filename: ea029388901ex99-1.htm · Sequence: 2

Exhibit 99.1

CleanCore Solutions (ZONE) Appoints Tyler Hassen

as CEO to Lead AI Infrastructure Buildout

Company has signed Non-Binding Letter of Intent

(LOI) for an initial data center project

Alex Spiro serves as the Chairman of the Board

of Directors

OMAHA, NEB, June 8, 2026 /PRNewswire/ – CleanCore Solutions,

Inc. (NYSE American: ZONE) (“CleanCore” or the “Company”) today announced that Tyler Hassen has been appointed

Chief Executive Officer (“CEO”) and as a member of the Company’s Board of Directors (the “Board”). Under

Hassen’s leadership, the Company will focus on building critical AI infrastructure across the United States. Formerly backed by

the Dogecoin Foundation in partnership, the Company will move away from its cleaning products business and its previously announced

Dogecoin treasury strategy. The Company also announced that it has signed a non-binding Letter of Intent (“LOI”) to develop

a data center project in the Midwest.

Hassen brings over two decades of experience across the energy, industrial,

and government sectors. Most recently, he served as the Acting Assistant Secretary of Policy, Management & Budget at the U.S. Department

of the Interior under Secretary Doug Burgum, and previously served as Chief Executive Officer of Basin Holdings, a diversified energy

and industrial business. His experience navigating industrial operations, permitting processes, and strategic partnerships in these sectors

will help position CleanCore Solutions to execute and transition the business to meet the growing AI infrastructure demand.

“Compute has become one of the most valuable resources in the

world, and the demand for power, land and infrastructure it requires is unprecedented, and only continues to accelerate,” said Tyler

Hassen, newly appointed CEO. “We believe that our transition positions us to be a foundational player in the critical infrastructure

that powers the AI economy.”

The Company is actively evaluating additional development opportunities

across rural and industrial areas of the United States, as it expands its pipeline to bring data centers and campuses online.

About CleanCore Solutions, Inc.

CleanCore Solutions, Inc. (NYSE American: ZONE) is building the critical

infrastructure that powers the AI economy. Through a growing pipeline of projects, ZONE aims to help meet the increasing demand for compute

capacity, power, and digital infrastructure required by the world’s leading AI companies.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning

of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking

statements include, but are not limited to, statements regarding the Company’s strategic transition to AI infrastructure; the Company’s

plans to develop data centers and related projects; expectations regarding the Letter of Intent and other development opportunities; and

other statements that are not historical facts. Forward-looking statements are generally identified by words such as “believes,”

“looks to,” “will,” “positions,” “focused on,” “aims,” “expanding,”

and similar expressions.

These forward-looking statements are based

on management’s current expectations and assumptions as of the date of this press release and are subject to significant

risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied. Such

risks and uncertainties include, but are not limited to: the highly speculative and uncertain nature of the Company’s

anticipated AI critical infrastructure business; the Company’s lack of operating history in the data center or computing

infrastructure industry; the Company’s limited experience in the data center and AI infrastructure industries; the

Company’s ability to successfully transition its business model from cleaning services; risks associated with the

Company’s LOI, including that it may not result in a definitive agreement or completed project; the Company’s ability to

identify, develop, and bring online data center projects on anticipated timelines and budgets; the Company’s ability to secure

adequate financing for capital-intensive infrastructure projects; the significant capital requirements associated with data center

development and the Company’s limited current financial resources; the Company’s ability to consummate a sale or

disposition of its cleaning products business on favorable terms or at all; risks associated with the Company’s transition

away from its Dogecoin treasury strategy, including potential volatility in cryptocurrency markets and risks related to the

disposition of digital asset holdings; competition from established data center operators and hyperscale cloud providers; risks

related to permitting, land acquisition, and utility interconnection for data center projects; the Company’s dependence on

development and operating partners for initial projects; changes in demand for AI infrastructure and compute capacity; changes in

government regulation affecting AI infrastructure or data centers; conditions that raise substantial doubt about the Company’s

ability to continue as a going concern; and general economic and market conditions.

For a more complete discussion of risks and uncertainties, please refer

to the Company’s filings with the U.S. Securities and Exchange Commission (“SEC”), including the “Risk Factors”

section of the Company’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q. The Company undertakes no obligation

to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required

by law. All forward-looking statements are qualified in their entirety by this cautionary statement.

MEDIA CONTACT

Marcy Simon

Marcy@agentofchange.com

+19178333392

SOURCE CleanCore Solutions, Inc.

EX-99.2 — SUPPLEMENTAL RISK FACTORS

EX-99.2

Filename: ea029388901ex99-2.htm · Sequence: 3

Exhibit 99.2

Risks Relating to our AI Critical Infrastructure Business

Our AI Critical Infrastructure Business is highly speculative,

uncertain, unproven and subject to change, and we may be unable to implement it successfully or at all.

Our anticipated AI Critical Infrastructure Business is at a very early

stage of development. We are investigating potential opportunities in the computing infrastructure and data center market, but our plans

remain preliminary and may change materially. We have entered into a non-binding letter of intent but we have not yet acquired any data

center sites, land, facilities or equipment, commenced any construction or development activities, or generated any revenue from this

business. We may or may not enter into binding agreements or close on any investment opportunities. Our anticipated AI Critical Infrastructure

Business is uncertain, unproven, and subject to significant risks. Because our strategy is evolving, we are required to make significant

assumptions regarding market conditions, customer demand, competition, capital availability, utilization, operating costs, technological

developments, regulatory requirements and other factors, and these assumptions may prove to be incorrect. We may fail to identify attractive

opportunities, acquire suitable sites, develop a viable operating model, generate revenue, achieve profitability or create stockholder

value. If we are unable to execute this business plan successfully, or if our assumptions prove incorrect or our strategy changes materially,

our business, financial condition, results of operations and prospects could be materially and adversely affected, and the value of our

common stock could decline substantially.

We have no operating history in the AI critical infrastructure

or data center industry, and there can be no assurance that we will be able to enter into any agreements or consummate any transactions

related to our anticipated AI Critical Infrastructure Business.

We have historically operated as a cleaning products company and, more

recently, as a digital asset treasury company. We have no experience in the development, acquisition, construction, or operation of data

centers or computing infrastructure, and we have not entered into any binding agreements for land, facilities, power capacity, or computing

equipment. Although we have entered into one non-binding letter of intent, there is no assurance it will result in a definitive agreement

or close. There can be no assurance that we will be able to identify and negotiate suitable agreements on commercially acceptable terms,

or at all. The data center and AI critical infrastructure market is highly competitive, and established operators, hyperscale cloud providers,

and well-capitalized new entrants may have significant advantages over us, including greater financial resources, existing relationships,

technical expertise and established track records. We may be unable to compete effectively for available sites, power capacity, equipment

or customers, or to complete the necessary due diligence, obtain financing, negotiate acceptable terms, obtain regulatory approvals or

permits, or close transactions in a timely manner, or at all. If we are unable to consummate any transactions related to our anticipated

AI Critical Infrastructure Business, we may have expended significant time, capital and management resources without generating any return.

The anticipated AI Critical Infrastructure Business requires

specialized technical, operational, commercial and financial expertise that we may be unable to attract, retain or develop, and our current

management team and personnel have limited or no experience in this business.

The successful implementation of our anticipated strategy will depend

on our ability to recruit, retain and manage personnel with specialized expertise in areas such as data center design, construction and

operations, power procurement and management, cooling systems, high-performance computing, network architecture, enterprise sales, leasing

and cybersecurity. Our management team has historically operated a cleaning products business, and more recently, a digital asset treasury

strategy focused on Dogecoin. We may have limited or no institutional knowledge in the computing infrastructure industry. Such personnel

are in high demand and may command compensation significantly greater than we have historically paid. If we are unable to develop or acquire

the necessary capabilities in a timely or cost-effective manner, or if key personnel depart, our ability to execute our strategy could

be materially impaired.

Our management team must manage the demands of operating multiple

distinct businesses during our strategic transition, which may strain our limited resources and impair our ability to execute any of our

business strategies effectively.

Our management team is currently responsible for operating our legacy

cleaning products business and our digital asset treasury strategy, while simultaneously investigating and developing our anticipated

AI Critical Infrastructure Business. These responsibilities span three fundamentally different industries and require significant time

and attention, which may divert management attention and resources from any particular business line and may impair our ability to make

timely and effective operational and strategic decisions. We are a small company with limited personnel and financial resources, and the

simultaneous pursuit of multiple strategic objectives may exceed our organizational capacity. If our management team is unable to manage

these competing priorities successfully, our business, financial condition, results of operations and prospects could be materially adversely

affected.

The development, acquisition and operation of data center facilities

involve significant capital requirements, long lead times and substantial execution risks, and we may not have sufficient capital or expertise

to pursue these opportunities.

The development or acquisition of data center facilities requires substantial

upfront capital investment in land, construction or retrofit, power infrastructure, cooling systems, network connectivity, security systems

and related improvements. These projects typically involve long planning and development timelines, complex permitting and regulatory

approval processes, significant engineering and construction risks, and potential for cost overruns, delays or project failures. We currently

have limited capital resources and have historically incurred significant operating losses. As of March 31, 2026, we had cash and cash

equivalents of approximately $4.1 million, restricted cash of approximately $13 million, and an accumulated deficit of approximately $169

million. There can be no assurance that we will be able to raise sufficient capital to fund the development or acquisition of data center

facilities, or that any capital we raise will be sufficient to complete any project we undertake. If we commence development activities

but are unable to complete them due to capital constraints, construction difficulties, permitting delays, supply chain disruptions or

other factors, we could incur significant losses on partially completed projects and may be unable to recover our invested capital.

Demand for AI-related or high-performance computing infrastructure

may not grow as expected, may be satisfied by competitors, or may prove to be temporary, and our anticipated AI Critical Infrastructure

Business may not succeed.

Our anticipated AI Critical Infrastructure Business is predicated on

the assumption that demand for data center capacity and computing infrastructure will continue to grow, driven by the proliferation of

large language models, generative AI applications, enterprise AI adoption, cloud computing workloads and other compute-intensive applications.

However, demand for AI-related computing infrastructure may not grow as expected, may grow more slowly than anticipated, may become concentrated

in the hands of a small number of large incumbents, or may be satisfied through technologies, business models or providers that do not

benefit us. Customers may prefer to procure computing capacity from hyperscale cloud providers, vertically integrated platforms, strategic

partners or operators with established technical, operational and financing capabilities, rather than from a company with no operating

history in this industry. In addition, current market enthusiasm for AI critical infrastructure may reflect speculative activity, temporary

shortages, unusually strong capital spending by a limited number of participants, or expectations that are not sustained. If market enthusiasm

proves temporary, if capital investment in this sector declines, if AI workloads become less infrastructure-intensive than expected, or

if demand for our anticipated offerings does not materialize, our strategy may not succeed and we could lose all or a substantial portion

of the capital we invest in this business.

We may be unable to secure adequate power supply, which is critical

to data center operations, and power costs and availability may adversely affect our anticipated AI Critical Infrastructure Business.

Data center operations require significant and reliable power supply.

The availability of power at commercially reasonable prices is a critical factor in the site selection, development and operation of data

center facilities. In many markets, power supply is constrained, and demand from data centers and other large-scale energy consumers is

increasing competition for available power capacity. We may be unable to secure adequate power supply on acceptable terms or at all for

any data center facilities we may seek to develop or acquire. In addition, power costs may be volatile and may increase significantly

due to changes in energy markets, regulatory requirements, transmission and distribution charges, carbon pricing, renewable energy mandates

and other factors. Power outages, grid instability, curtailment requirements or force majeure events could disrupt data center operations

and damage computing equipment, resulting in service interruptions, customer losses, liability and reputational harm. If we are unable

to secure reliable, cost-effective power supply, our anticipated AI Critical Infrastructure Business may not be viable or competitive.

The AI critical infrastructure and data center industry is subject

to extensive regulation, and changes in law or regulation could materially adversely affect our anticipated business.

The development, construction and operation of data center facilities

are subject to a broad range of federal, state and local laws and regulations, including zoning and land use requirements, building codes,

environmental regulations, energy efficiency standards, water usage restrictions, noise ordinances, fire safety requirements, telecommunications

regulations and tax laws. Compliance with these requirements may be costly and time-consuming, and we may be unable to obtain necessary

permits, approvals or variances in a timely manner, or at all. Changes in applicable laws or regulations, including new or more stringent

environmental requirements, energy consumption limitations, data privacy laws or export controls and tariffs, could increase our compliance

costs, restrict our ability to develop or operate data center facilities, reduce the economic viability of particular sites or projects,

or otherwise adversely affect our anticipated AI Critical Infrastructure Business. In addition, there is increasing public and regulatory

scrutiny of the energy consumption and environmental impact of data centers, and government authorities may impose restrictions, taxes,

or requirements on data center operations that could increase our costs or limit our ability to operate.

If we are unable to enter into profitable leases, hosting agreements,

colocation arrangements or other monetization structures, the anticipated AI Critical Infrastructure Business may fail.

Our anticipated strategy contemplates the monetization of data center

assets and computing infrastructure through one or more transaction structures, including colocation arrangements, build-to-suit agreements,

powered shell leases, hosting agreements and other monetization structures. Apart from the foregoing, we have not entered into any leases,

hosting agreements, colocation arrangements or other monetization structures with respect to any data center assets, and there can be

no assurance that we will be able to identify counterparties willing to enter into such arrangements on commercially acceptable terms

or at all. Even if such arrangements are entered into, they may not be profitable, may involve significant risk allocation in favor of

the counterparty, may require substantial customization or negotiation and may expose us to operational, legal, tax, accounting and credit

risks. If we are unable to structure and consummate attractive monetization transactions, any data center assets we acquire or develop

may remain underutilized or idle, our returns may be materially impaired and our anticipated business may not be successful.

Technology in the AI critical infrastructure industry evolves

rapidly, and our anticipated investments could become obsolete or less competitive.

The computing infrastructure industry is characterized by rapid technological

change, including advancements in GPU architecture, server design, cooling technologies, networking equipment, power management systems

and software-defined infrastructure. Technologies, configurations and specifications that are current today may become obsolete, less

efficient, or less competitive in a relatively short period of time. If we invest significant capital in data center infrastructure or

computing equipment that becomes technologically obsolete or is superseded by newer, more efficient or more cost-effective alternatives,

we may be unable to realize acceptable returns on our investments and may be required to record significant impairment charges. In addition,

our potential customers may require specific or cutting-edge technology configurations that we are unable to provide, which could limit

our ability to attract or retain customers.

Our anticipated AI Critical Infrastructure Business may be affected

by export controls, tariffs, sanctions and trade restrictions that could limit our ability to acquire necessary equipment or serve certain

customers.

The acquisition and deployment of computing infrastructure, including

GPUs, servers, networking equipment and related components, may be subject to export controls, tariffs, sanctions, trade restrictions

and other governmental regulations that could limit our ability to procure necessary equipment, increase our costs, restrict our customer

base or otherwise adversely affect our anticipated business. Changes in trade policy, including the imposition of new tariffs, export

restrictions or sanctions, could materially increase the cost of computing equipment, delay procurement timelines or make certain equipment

unavailable. Any such developments could materially adversely affect our ability to develop and operate our anticipated AI Critical Infrastructure

Business.

Our disclosures regarding our anticipated AI Critical Infrastructure

Business necessarily involve substantial estimates and assumptions and may become inaccurate or incomplete as circumstances evolve.

Because our anticipated AI Critical Infrastructure Business is at a

very early stage, our public disclosures regarding the business, opportunities, risks, economics, financing needs, market demand, asset

acquisition plans, monetization strategies and expected results necessarily depend on estimates, expectations and assumptions that may

prove to be incomplete, inaccurate or subject to rapid change. In many cases, we may have only limited operating experience or third-party

information on which to base such judgments. As a result, subsequent developments may differ materially from what is described in our

public filings. Investors should not rely on our current disclosures regarding the anticipated AI Critical Infrastructure Business as

indicative of future results. If our assumptions prove incorrect, if we are unable to execute our strategy, or if material information

becomes available that changes our assessment of the opportunity, we may need to revise our strategy, disclosures and projections, which

could adversely affect investor confidence and the trading price of our common stock.

We may need to build entirely new systems, financial reporting,

disclosure, accounting, operational and internal control systems to support the anticipated AI Critical Infrastructure Business, which

will be costly, time-consuming and may not be successful.

Our existing financial reporting, disclosure controls, accounting systems,

internal controls over financial reporting, and operational processes have been developed to support a cleaning products business and

a digital asset treasury strategy. The anticipated AI Critical Infrastructure Business will likely require fundamentally different systems,

processes and controls, including those related to fixed asset accounting, depreciation, capitalization of development costs, lease accounting,

revenue recognition for colocation or hosting arrangements, power and utility cost allocation, project accounting, construction-in-progress

tracking and impairment analysis. Developing and implementing these new systems and controls will require significant investment of time,

capital and personnel resources, and there can be no assurance that we will be able to do so successfully or in a timely manner. If we

are unable to maintain effective financial reporting and internal control systems as we transition to a new business model, we may fail

to report financial information accurately, may be required to restate financial statements, may become subject to SEC scrutiny or stockholder

claims and may suffer reputational harm.

Public company costs may consume a disproportionate amount of

our limited resources, reducing capital available for the AI Critical Infrastructure Business.

As a public company, we incur significant ongoing costs for SEC reporting,

NYSE American compliance, legal counsel, audit and accounting services, directors’ and officers’ insurance, investor relations and corporate

governance. These costs are largely fixed and do not scale proportionally with our revenue or asset base. Given our limited financial

resources and the capital-intensive nature of our anticipated AI Critical Infrastructure Business, public company costs may consume a

disproportionate share of our available capital, reducing the amount available for investment in AI critical infrastructure opportunities

and potentially impairing our ability to compete effectively against larger, better-capitalized competitors.

The transition from our current business lines to the AI Critical

Infrastructure Business could expose us to stockholder litigation, regulatory scrutiny and reputational harm.

Our proposed strategic transition from a cleaning products and digital

asset treasury company to an AI critical infrastructure company represents a fundamental change in our business direction. Some stockholders,

employees, customers, investors or other stakeholders may view this shift negatively or may assert that the Company has departed from

their expectations. As a result, we may experience reputational harm, stakeholder criticism, litigation, derivative claims, books-and-records

demands or other disputes relating to our change in business strategy, disclosures, corporate governance or the process by which our board

of directors evaluated and approved the transition. Any such matters could be time-consuming, costly and distracting, could divert management’s

attention from the execution of our business strategy and could materially adversely affect our business, financial condition and prospects.

We have not yet entered into binding agreements for any specific

data center site, target acquisition or development project, and the proceeds of this offering may be deployed into opportunities that

have not yet been identified or evaluated. The non-binding letter of intent may not result in a definitive agreement or close.

As of the date of this prospectus supplement, we have not entered into

binding agreements for any specific data center site, target acquisition or development project. We intend to use a portion of the net

proceeds of this offering to fund AI critical infrastructure opportunities that have not yet been identified. There is no assurance that

the non-binding letter of intent we have entered into will result in a definitive agreement or close. Investors in this offering will

have no opportunity to evaluate the specific investments or projects to which the proceeds may be applied, apart from what has been published

in an 8-K filing dated June 8, 2026, and must rely entirely on the judgment of our management and board of directors. Our management has

broad discretion in the deployment of proceeds. We have not adopted any formal investment criteria, minimum return thresholds, or deployment

timelines. There can be no assurance that proceeds will be invested in opportunities that generate positive returns or create stockholder

value, and the proceeds of this offering may be consumed by general corporate expenses without generating meaningful returns, and stockholders

could lose all or a substantial portion of their investment.

We may fail to transition successfully from a cleaning products

and digital asset treasury company to a computing infrastructure company.

The successful operation of a computing infrastructure business requires

capabilities that differ substantially from those required to operate a cleaning products business or a digital asset treasury strategy,

including expertise in site selection and development, power procurement and grid interconnection, data center construction management,

structuring leases, managing facility and equipment life cycles, evaluating utilization and residual value risk, negotiating technical

services and colocation arrangements, complying with industry-specific regulations. We may be unable to develop or acquire these capabilities

in a timely or cost-effective manner, and may experience difficulty adapting our internal processes, financial reporting systems, disclosure

controls and risk management framework to support a fundamentally different business model. If we are unable to manage this transition

effectively, our business and prospects could be materially harmed.

The anticipated AI Critical Infrastructure Business may never

generate meaningful revenue, achieve profitability or produce positive cash flow.

Our anticipated AI Critical Infrastructure Business may require substantial

upfront capital expenditures, ongoing operating expenditures and significant management attention before it generates any material revenue,

if at all. There can be no assurance that we will be able to generate customer demand, establish commercially reasonable pricing, maintain

satisfactory utilization rates, structure profitable monetization arrangements or achieve sufficient scale to cover our costs. Even if

we generate revenue, our costs may be greater than we expect, including costs associated with acquiring or developing data center sites,

financing, construction, maintenance, power, hosting, insurance, professional services, regulatory compliance, public company obligations,

personnel and litigation. As a result, we may continue to incur losses for an extended period or indefinitely, and we may never achieve

profitability or positive cash flow. If that occurs, the value of our business and our common stock could decline materially.

We will face intense competition from larger, more experienced

and significantly better-capitalized companies, and we may be unable to compete effectively.

The computing infrastructure and data center market is intensely competitive

and evolving rapidly. We expect to compete, directly or indirectly, with large technology companies, hyperscale cloud providers, established

data center developers and operators, colocation providers, investment firms and other market participants with substantially greater

financial, technical, operational resources than we have. Many of these competitors have longer operating histories, more established

brands, deeper customer relationships, superior access to capital, more sophisticated technical capabilities and greater tolerance for

risk. These competitors may be able to acquire or develop data center sites at lower cost, offer more attractive terms, deploy assets

more quickly and secure customers and strategic relationships more successfully than we can. Our limited resources may materially impair

our ability to compete, generate revenue and create stockholder value.

We have significantly fewer resources than many of the companies

with which we would compete, which could materially impair our ability to execute our business plan.

Our available cash, restricted cash, remaining assets and organizational

resources are extremely limited relative to our anticipated capital needs. Larger and more established companies have access to more favorable

financing, stronger supplier relationships, greater technical expertise, lower cost structures and more diversified revenue streams. Because

our resources are expected to be substantially more limited than those of many competitors and counterparties in this market, we may be

unable to pursue attractive opportunities, withstand pricing pressure, tolerate delays in monetization, absorb operational setbacks or

respond effectively to changes in market conditions. If we are unable to compete effectively due to our limited resources, our business,

financial condition and prospects could be materially adversely affected.

Our ability to execute the anticipated AI Critical Infrastructure

Business will depend on our ability to obtain substantial capital, and such capital may not be available on acceptable terms or at all.

The development and acquisition of data center infrastructure may require

substantial capital. The proceeds of this offering may not be sufficient to fund our strategy, operations or liquidity needs, and we may

require additional debt or equity financing sooner than we currently expect. We expect to continue to incur significant cash needs, including

for personnel costs, public company costs, professional fees, transaction expenses, working capital, debt service and the costs of attempting

to develop the anticipated AI Critical Infrastructure Business. Our cash resources may be exhausted more quickly than we expect, and we

may run out of cash before we are able to secure additional financing. Capital markets conditions, our limited operating history in the

new business, the speculative nature of our strategy, trading volatility in our common stock, our financial condition, investor sentiment

regarding our transition and other factors may make it difficult or impossible for us to obtain additional capital on terms that are acceptable

to us, or at all. If financing is unavailable or available only on unfavorable terms, we may be forced to delay or abandon development

projects, curtail operations, sell assets at unattractive prices, issue additional equity that is highly dilutive, incur restrictive indebtedness,

drastically reduce expenses, cease operations, declare bankruptcy, or pursue other strategic alternatives. If we are unable to raise capital

when needed, we may run out of cash. Any of these outcomes could materially adversely affect our business and stockholders.

The market price of our common stock may not reflect the fundamental

value or prospects of the anticipated AI Critical Infrastructure Business, and any increase in our stock price following announcement

of such business may not be sustained.

The market price of our common stock may be influenced by speculation,

momentum trading, limited public float, short covering, media attention, social media commentary, investor enthusiasm regarding artificial

intelligence or computing infrastructure themes, or other factors unrelated or disproportionate to our underlying business fundamentals.

Following announcement of our anticipated AI Critical Infrastructure Business, our stock price may experience substantial volatility or

appreciation. There can be no assurance that any such increase will be sustained. Investors may have only limited information regarding

our anticipated AI Critical Infrastructure Business and may make investment decisions based on assumptions about our future business that

do not materialize. If market expectations change, if our business plan is not executed successfully, if our financing arrangements prove

insufficient or restrictive, if our disclosures are challenged, or if broader market sentiment weakens, the market price of our common

stock could decline sharply, and stockholders could lose all or a substantial portion of their investment.

Counterparties to our leases, hosting agreements, colocation

arrangements or other transactions may default, terminate early, fail to renew or otherwise not perform as expected.

If we enter into leases, hosting agreements, colocation arrangements,

powered shell leases, build-to-suit agreements or other commercial contracts, we will be exposed to counterparty credit, performance and

enforcement risk. Our counterparties may become unwilling or unable to perform their obligations, may dispute contractual terms, may seek

concessions, may terminate agreements early, may fail to renew agreements or may become insolvent or bankrupt. Any such nonperformance

could reduce our revenues, impair the value of our data center assets, increase our costs, require costly enforcement efforts, result

in litigation or force us to re-market capacity on less favorable terms. These risks may be heightened in periods of economic volatility

or in emerging or rapidly changing markets. Counterparty nonperformance could materially adversely affect our business and financial condition.

Transactions with external parties through SPVs and other investment

structures expose us to heightened risks of default, disagreement, bankruptcy and personnel changes that could impair our investments

and operations.

Our anticipated AI Critical Infrastructure Business will involve entering

into transactions with a variety of external parties, including development partners, operating partners, tenants, contractors, vendors,

lenders and other counterparties, many of which may be conducted through special purpose vehicles, joint ventures or similar investment

structures. These arrangements expose us to significant risks that could materially impair our investments and operations.

External parties with whom we transact may default on their contractual

obligations, including capital contribution commitments, development milestones, payment obligations, operational responsibilities or

other material covenants. Counterparties may dispute the interpretation or enforceability of contractual terms, refuse to perform, seek

to renegotiate arrangements, or pursue litigation or arbitration to resolve disagreements. These disputes may be costly, time-consuming

and distracting to management, and their outcomes may be uncertain. Even if we ultimately prevail in a dispute, the process of enforcement

may delay project completion, impair relationships with other parties or damage our reputation.

External parties may experience financial distress, insolvency or bankruptcy,

which could trigger defaults under governing agreements, impair the SPV’s ability to perform under its contracts, create uncertainty

regarding ownership and governance, delay or prevent the completion of development activities, expose us to claims from creditors of the

distressed party, or result in the loss of a substantial portion of our invested capital. Bankruptcy proceedings involving a partner,

tenant, contractor or other counterparty may be protracted, unpredictable and costly, and may result in outcomes that are materially adverse

to our interests. We may have limited ability to assess the creditworthiness or financial condition of our counterparties, and our due

diligence may not reveal all material risks associated with their financial stability.

The success of our SPV investments and external party transactions

may depend significantly on the continued involvement of key personnel at our partners, tenants, contractors and other counterparties.

Changes in personnel, including the departure of individuals with specialized expertise in data center development, power procurement,

tenant relationships, project management or other critical functions, could materially impair a counterparty’s ability to perform

its obligations under our agreements. We may have limited visibility into personnel changes at counterparty organizations and limited

recourse if key individuals depart. The loss of key personnel at a development partner, operating partner or other critical counterparty

could result in delays, cost overruns, execution failures or the termination of arrangements, any of which could materially adversely

affect our business, financial condition and results of operations.

Our anticipated AI Critical Infrastructure Business may be exposed

to residual value risk and remarketing risk with respect to data center facilities and equipment.

If we acquire or develop data center facilities and seek to monetize

them through leases, hosting agreements or other arrangements, the returns on those assets may depend in part on the residual value of

the facilities and equipment at the end of a contractual term or anticipated holding period. The residual value of data center infrastructure

may be difficult to predict and may decline materially due to technological change, changes in customer preferences, increased supply,

reduced demand, shifts in geographic demand patterns, changes in power costs, the introduction of newer or more efficient facility designs,

changes in cooling or power delivery technology or other market developments. If the residual value of any data center assets is lower

than we expect, we may be unable to sell, re-lease, redeploy or otherwise monetize those assets on favorable terms or at all. We may also

be required to reduce pricing, accept lower returns, record impairment charges or incur additional costs in remarketing or reconfiguring

assets. Any such developments could materially and adversely affect our business, financial condition, results of operations and prospects.

Our anticipated business model depends on assumptions regarding

customer demand, pricing, utilization, residual values and monetization opportunities that may prove incorrect.

We expect that the AI Critical Infrastructure Business may involve

colocation arrangements, powered shell leases, build-to-suit agreements, hosting arrangements and other monetization structures. The success

of these arrangements would depend on numerous assumptions, including assumptions regarding demand from potential customers, the pricing

they are willing to pay, contract duration, uptime requirements, facility utilization, residual values, maintenance costs, power and cooling

costs, financing costs, counterparty creditworthiness and the availability of secondary market opportunities. If any of these assumptions

prove to be incorrect, our anticipated business model may not be viable or may be materially less profitable than we currently expect.

In particular, lower-than-expected utilization, pricing pressure, higher-than-expected costs, counterparty defaults or lower residual

values could materially adversely affect our revenues, margins, asset values and overall business.

Investors may have difficulty evaluating our future prospects

because we will be a company with a limited operating history in a new business and no historical information relevant to that business.

Investors will have no historical financial information relevant to

the anticipated AI Critical Infrastructure Business. Our historical financial statements primarily reflect a cleaning products business

and, more recently, a digital asset treasury strategy, each of which is materially different businesses from data center development and

operations. Accordingly, historical results may not be indicative of future performance, and investors may find it difficult to evaluate

our prospects, strategy, valuation and risks. This limited visibility may contribute to volatility in our common stock, impair investor

confidence and make it more difficult for us to raise capital. If investors are unable to assess our future prospects accurately, the

market price of our common stock could be materially adversely affected.

The proposed change in our corporate name, identity and strategic

direction may create confusion, reduce credibility and harm our ability to establish the anticipated new business.

We are proposing to transition from a cleaning products and digital

asset treasury company to an AI critical infrastructure company. This change in identity and strategic direction may include a change

in company name, and may create confusion among investors, counterparties, employees and other stakeholders regarding who we are, what

business we are in and what capabilities we possess. Some market participants may question the credibility or viability of our new strategy

or may be reluctant to transact with us until we establish a track record in the new business. Any reputational challenges, uncertainty

or skepticism arising from our change in business direction could impair our ability to hire personnel, attract counterparties, raise

capital and create stockholder value.

If the anticipated AI Critical Infrastructure Business is unsuccessful,

we may be unable to continue as a going concern.

The success of our continuing business plan is uncertain. If we are

unable to implement the anticipated AI Critical Infrastructure Business successfully, generate meaningful revenues, raise sufficient capital,

manage costs, satisfy obligations or otherwise sustain operations, we may not be able to continue as a going concern. We have historically

incurred significant operating losses and have an accumulated deficit of approximately $169 million as of March 31, 2026. If we are unable

to generate sufficient revenue or raise additional capital, we may need to seek additional financing on unfavorable terms, sell assets,

drastically reduce operations, restructure obligations or pursue strategic transactions. Any such outcome could materially reduce or eliminate

value for stockholders.

Stockholders may not realize the benefits they expect from our

proposed strategic transition and may lose all or a substantial portion of their investment.

The contemplated sale or disposition of our cleaning products business,

the contemplated sale, disposition, or wind-down of our Dogecoin holdings, and our anticipated AI Critical Infrastructure Business may

not produce the benefits that stockholders expect. The Company may fail to execute its continuing business strategy, may experience severe

stock price volatility, may be unable to maintain its NYSE American listing, may incur substantial litigation or financing costs, may

be unable to raise additional capital and may ultimately fail. If one or more of these risks materialize, the market price of our common

stock could decline materially, and stockholders could lose all or a substantial portion of their investment.

We may be exposed to tax risks associated with asset acquisitions,

leasing structures, hosting arrangements and other monetization arrangements.

Our anticipated AI Critical Infrastructure Business may involve complex

domestic, state, local and potentially international tax issues. The tax treatment of asset acquisitions, ownership, leasing transactions,

hosting arrangements, financing arrangements, depreciation, revenue streams, property taxes, sales and use taxes, transfer taxes and other

aspects of our anticipated business may be uncertain and may depend on highly technical rules and factual determinations. Tax authorities

may challenge our positions, and changes in tax law, tax rates, regulations, administrative guidance or judicial interpretations could

adversely affect the economics of our business model. In addition, tax compliance associated with asset-intensive and multi-jurisdictional

operations may be costly and burdensome, and may require use of external resources. If our tax positions are challenged successfully,

or if the expected tax treatment of our transactions is not realized, we could incur additional taxes, penalties, interest and professional

fees, which could materially and adversely affect our business, financial condition and results of operations.

We have entered into a non-binding letter of intent for our initial

AI critical infrastructure investment, including a data center project in the midwestern United States, and there can be no assurance

that we will enter into definitive agreements or consummate the transaction contemplated thereby.

On May 7, 2026, we entered into a non-binding letter of intent with

a development partner pursuant to which we would acquire a majority ownership interest in a newly formed special purpose vehicle that

intends to develop and operate a data center project in the midwestern United States. The letter of intent is non-binding, except for

certain limited provisions relating to exclusivity, confidentiality, expenses, governing law, public disclosure and binding effect. The

proposed transaction is subject to numerous conditions, including the satisfactory completion of due diligence, the negotiation and execution

of mutually acceptable definitive agreements (including a purchase agreement, equity issuance documentation, and ancillary documents),

accuracy of representations and warranties, compliance with covenants, the absence of a material adverse effect, receipt of required third-party

consents, board approvals, and such financing, regulatory, structural, tax, accounting and other approvals as we determine are necessary

or advisable. Many of these conditions are outside of our control. We may also be pursuing additional AI critical infrastructure opportunities

at a similarly preliminary stage which may or may not be consummated.

There can be no assurance that we will be able to negotiate and execute

definitive agreements on terms acceptable to us, or that any or all of the conditions to closing will be satisfied or waived. The parties

may be unable to agree on material terms, including governance, economics, development milestones, or financing arrangements. Even if

definitive agreements are executed, unforeseen issues discovered during due diligence, changes in market conditions, the inability to

obtain financing, regulatory obstacles, the loss of the secured tenant, or other developments could prevent the consummation of the transaction.

If we are unable to consummate the transaction, we will have expended significant time, management resources and capital without generating

any return, and market expectations regarding our AI critical infrastructure pivot may not be realized, which could result in a decline

in the market price of our common stock.

The data center project contemplated by our letter of intent

requires capital commitments that substantially exceed our current financial resources, and we may be unable to secure adequate capital

resources through debt or equity to fund our obligations under the proposed transaction.

The letter of intent contemplates significant capital commitments for

the development and buildout of the data center facility. As of March 31, 2026, we had cash and cash equivalents of approximately $4.1

million, restricted cash of approximately $13 million and an accumulated deficit of approximately $169 million. We will need to raise

significant additional capital through debt financing, equity financing, project-level financing or other sources to fund these commitments,

and there can be no assurance that such financing will be available on acceptable terms, or at all. If we are unable to fund our capital

commitments to the project SPV in a timely manner, we may be required to seek third-party capital on potentially unfavorable terms, may

lose our majority ownership interest or other economic benefits under the proposed transaction structure, may be subject to dilution or

adverse renegotiation of terms, or may be unable to consummate or continue to participate in the transaction. Any such outcome could materially

adversely affect our business, financial condition and prospects and could result in a significant loss of the capital we have invested.

Our initial AI critical infrastructure strategy will likely be

concentrated in a limited number of projects, and we will be dependent on our development and operating partners, which exposes us to

significant concentration, execution and counterparty risks.

Our initial AI critical infrastructure opportunities will be concentrated

in a limited number of data center projects. As a result, our near-term AI Critical Infrastructure Business strategy is highly concentrated

and dependent on the successful execution of these projects. If any project encounters delays, cost overruns, construction difficulties,

permitting issues, power procurement challenges, equipment supply disruptions, financing shortfalls or other setbacks, or if a tenant

fails to execute a definitive lease, terminates its arrangement, defaults on its obligations, reduces its capacity requirements or becomes

insolvent, our AI Critical Infrastructure Business could be materially impaired before it has generated significant revenue or diversified

across a broader portfolio of projects or tenants. There can be no assurance that we will be able to identify, evaluate or consummate

additional AI critical infrastructure opportunities to reduce this concentration.

In addition, under the proposed transaction structures, our development

partners would serve as the development, operating and execution partners for our projects, with authority and responsibilities over development,

utility coordination, tenant coordination, vendor management, construction oversight, commissioning support, operations and transition

matters, subject to agreed budgets, major decision rights and SPV governance. We would hold majority ownership interests in the project

SPVs, but our development partners would retain day-to-day operational control over critical development and construction activities.

We have limited ability to independently verify our development partners’ operational capabilities, track records and financial

conditions, and our due diligence may not reveal all material risks associated with these counterparties. If any development partner fails

to perform its development, construction or operational obligations effectively, experiences financial difficulties, loses key personnel,

becomes involved in disputes with contractors, vendors or tenants, or otherwise fails to meet project milestones and delivery standards,

the affected project could experience significant delays, cost overruns or failure, and we could lose a substantial portion of our invested

capital. Disagreements between us and our development partners regarding project decisions, budget allocations, governance matters, capital

calls, distribution mechanics or strategic direction could result in deadlock, litigation or other disputes that impair the projects and

our investments. Our reliance on a limited number of development partners for our initial AI critical infrastructure projects amplifies

these risks.

Our anticipated AI Critical Infrastructure Business may be conducted

through special purpose vehicles and joint venture structures, which expose us to governance, counterparty and structural risks that could

materially impair our investments.

We may conduct some of our AI Critical Infrastructure Business through

special purpose vehicles, joint ventures and similar structures in which we hold ownership interests alongside development partners, operating

partners or other third parties. These structures involve inherent risks that differ from, and may be in addition to, the risks of operating

assets directly. We may not control the day-to-day management or key decisions of the SPV, or may share governance or approval rights

with partners whose interests may not always align with ours. Disputes may arise regarding capital contributions, development timelines,

budgets, distributions, exit strategies, refinancing decisions, major contracts, admission of new partners or other material matters,

and such disputes could result in deadlock, litigation, forced buyouts or dissolution of the venture.

Our partners in these structures may default on capital call obligations,

fail to fund their pro rata share of development costs, become insolvent or file for bankruptcy, experience a change of control, lose

key personnel critical to the project, or otherwise become unable or unwilling to perform their obligations under the governing agreements.

A partner’s financial distress or bankruptcy could trigger complex legal proceedings, impair the SPV’s ability to access financing

or perform under its contracts, create uncertainty regarding ownership and governance, and delay or prevent the completion of development

activities. The departure or replacement of key personnel at a partner entity, particularly individuals with specialized expertise in

data center development, power procurement or tenant relationships, could materially impair the partner’s ability to execute on

project milestones and deliverables.

In addition, SPV and joint venture structures may limit our ability

to unilaterally sell, transfer or encumber our interests, may subject us to rights of first refusal, tag-along or drag-along provisions,

buy-sell mechanisms or other transfer restrictions that limit our liquidity and exit options. We may be unable to exit an underperforming

investment on acceptable terms or in a timely manner. The governing documents of these structures may also contain forfeiture, clawback,

dilution or penalty provisions that could reduce our economic interest if we fail to meet capital call obligations or other commitments.

If any of these risks materialize, our investments in SPVs and joint ventures could be impaired, we could lose a substantial portion of

our invested capital, and our business, financial condition and prospects could be materially adversely affected.

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

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- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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Name:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

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Namespace Prefix:

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Data Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

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Namespace Prefix:

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Balance Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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