Form 8-K

8-K — Nixxy, Inc.

Accession: 0001683168-26-004843

Filed: 2026-06-15

Period: 2026-06-09

CIK: 0001462223

SIC: 7371 (SERVICES-COMPUTER PROGRAMMING SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — nixxy_8k.htm (Primary)

EX-5.1 — OPINION OF PEARL COHEN ZEDEK LATZER BARATZ LLP (nixxy_ex0501.htm)

EX-10.1 — BINDING LETTER OF INTENT, DATED JUNE 15, 2026 (nixxy_ex1001.htm)

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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 9, 2026

NIXXY, INC.

(Exact name of registrant as specified

in its charter)

Nevada

(State or other jurisdiction

of incorporation)

001-53641

(Commission

File Number)

90-1505893

(IRS Employer

Identification No.)

1178

Broadway, 3rd Floor

New

York, NY 10001

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including

area code: (877) 708-8868

Not Applicable

(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 (see General Instruction A.2.

below):

☐ 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 12(b) of the

Act:

Title of class

Trading symbol

Name of exchange on which registered

Common Stock

NIXX

NASDAQ Capital Market

Common Stock Purchase Warrants

NIXXW

NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934

(17 CFR §240.12b-2).

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 1.01 Entry into a Material Definitive Agreement.

Binding Letter of Intent

On June 15, 2026, Nixxy, Inc. (the “Company”)

entered into an amended and restated binding Letter of Intent (the "Binding Letter of Intent") with Tachyon 9 Corporation, a

Delaware corporation ("Tachyon"), setting forth the principal terms and conditions of a proposed multi-step business combination

transaction (the "Business Combination") between the Company and Tachyon. Pursuant to the Binding Letter of Intent, the Company

and Tachyon propose to combine into a single publicly traded company, with the surviving entity (whether the Company or a newly formed

holding company, becoming a publicly traded digital infrastructure platform company focused on artificial intelligence ("AI")

and high-performance computing workloads. The Company will acquire 100% of the capital stock, or substantially all of the assets, of Tachyon,

which includes certain rights and opportunities relating to a proposed 620-acre hyperscale development campus in North Dakota targeting

up to approximately 1 gigawatt of power capacity, subject to Tachyon demonstrating satisfactory title and development rights as contemplated

by the Binding Letter of Intent, and certain data center equipment having an aggregate stated value of approximately $64 million based

on manufacturers' list prices..

Tachyon's capital stock for the Business Combination

is estimated to be valued at approximately $1 billion, to be substantiated by an external valuation report acceptable to all parties (the

"Merger Consideration"). The Tachyon group shareholders will receive shares of Common Stock of the Company, $0.0001 par value

per share, at a conversion price equal to the five (5) tradig day volume-weighted average price of the Company's Common Stock prior to

a disclosure of the Binding Letter of Intent on a Current Report on Form 8-K, subject to a floor and cap to be agreed. Immediately following

the closing of the Business Combination (the "Closing"), Tachyon's stockholders are expected to hold at least 90% of the fully

diluted shares of the combined company and the Company’s stockholders are expected to hold no less than 5% of the combined company.

To fund working capital in advance of Closing,

Tachyon will seek to raise up to $75 million via a PIPE investment (the “PIPE”) in the form of five-year secured convertible

promissory notes (the "PIPE Notes"), which will automatically convert into Tachyon stock prior to Closing and will be included

as part of the Tachyon shares receiving Merger Consideration. Subject to customary exceptions, the sole and exclusive remedy of the holders

of the PIPE Notes shall be recourse to the Tachyon equipment pledged as collateral. In the event that the Closing does not occur within

12 months following execution of the Binding Letter of Intent, the PIPE Notes will automatically terminate and be deemed satisfied and

discharged in full upon the PIPE holders' assumption of all of Tachyon's right, title and interest in and to such equipment. Subject to

satisfaction of specified conditions, including a minimum PIPE financing closing, up to $25 million of the PIPE proceeds may be loaned

to the Company to fund its working capital pursuant to a separate promissory note.

The Business Combination will result in a change

of control of the Company, including changes to its management and board of directors. Tachyon will be entitled to designate one (1) director

to the Company's board of directors upon the payment of $10 million to the Company as a result of the PIPE Notes, and three (3) additional

directors upon Closing, with the initial board of the combined company consisting of five (5) members. In connection with the Business

Combination, the Company's board of directors, acting through a special committee of independent directors, will obtain a fairness opinion

from an independent financial advisor as to the fairness of the Business Combination to the Company and its stockholders.

Completion of the Business Combination is subject

to, among other things, approval of the Company's board of directors and stockholders, satisfaction of customary due diligence, approval

by Nasdaq, including any applicable reverse-merger, change-of-control or initial listing review process, availability of PCAOB-audited

financial statements of Tachyon, and compliance with applicable securities laws. The Binding Letter of Intent provides for a 30-day exclusivity

period during which neither party will solicit or pursue alternative acquisition transactions; provided, however, that the Company retains

the right to pursue equity or debt financing during such period, subject to Tachyon's right of first refusal and tag-along rights with

respect to any such financing. The Binding Letter of Intent also includes customary confidentiality obligations.

The Binding Letter of Intent is intended by the

parties to be legally binding and enforceable in accordance with its terms.

The parties intend to negotiate and enter into

definitive agreements reflecting the foregoing terms; however, there is no assurance that the parties will execute definitive agreements

in a timely manner, on the foregoing terms, or at all.

A copy of the Binding Letter of Intent is filed

as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein. The foregoing description of the Binding Letter

of Intent does not purport to be complete and is qualified in its entirety by reference to such exhibit.

Share Purchase Agreement

On June 9, 2026, Nixxy, Inc. (the "Company")

entered into stock purchase agreements (each, a "Purchase Agreement" and collectively, the "Purchase Agreements")

with three purchasers (collectively, the "Purchasers"), pursuant to which the Company agreed to sell and issue, in a registered

direct offering, an aggregate of 484,375 shares (the "Shares") of common stock, par value $0.0001, of the Company at a purchase

price of $0.64 per Share for aggregate gross proceeds to the Company of $310,000, before deducting estimated offering expenses payable

by the Company.

The Shares are being sold pursuant to the Company's

effective shelf registration statement on Form S-3 (File No. 333-296322), including a prospectus supplement filed pursuant to Rule 424(b)(5)

thereunder, which was originally filed with the Securities and Exchange Commission (the "SEC") on May 28, 2026, and was declared

effective by the SEC on June 2, 2026.

The Purchase Agreements contain customary representations,

warranties and agreements of the Company and the respective Purchaser.

A copy of the opinion of Pearl Cohen Zedek Latzer

Baratz LLP, relating to the validity of the Shares is filed herewith as Exhibit 5.1.

Forward-Looking Statements

This Current Report on Form 8-K 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, including statements regarding anticipated growth, revenue scale, operating leverage, and the Company’s development

of communications-enabled financial workflows. Forward-looking statements are based on management’s current expectations and involve

risks and uncertainties that could cause actual results to differ materially from those expressed or implied. Investors should review

the risk factors described in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April

15, 2026, and other filings with the Securities and Exchange Commission. Nixxy undertakes no obligation to update forward-looking statements

except as required by law. The Company does not give any assurance that it will achieve its expectations, including but not limited to

the closing of the Business The Company does not give any assurance that it will achieve its expectations Combination.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Exhibit Description

5.1

Opinion of Pearl Cohen Zedek Latzer Baratz LLP

10.1

Binding Letter of Intent, dated June 15, 2026

23.1

Consent of Pearl Cohen Zedek Latzer Baratz LLP (included in Exhibit 5.1)

104

Cover Page Interactive Data File (formatted as 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.

NIXXY, INC.

Dated: June 15, 2026

By:

/s/ Mike Schmidt

Name:

Mike Schmidt

Title:

Chief Executive Officer

EX-5.1 — OPINION OF PEARL COHEN ZEDEK LATZER BARATZ LLP

EX-5.1

Filename: nixxy_ex0501.htm · Sequence: 2

Exhibit 5.1

June 9, 2026

Nixxy, Inc.

1178 Broadway, 3rd Floor

New York, NY 10001

RE:

Registration Statement on Form S-3 (333-296322)

Ladies and Gentlemen:

We have acted as counsel to you, Nixxy, Inc.,

a Nevada corporation, (the “Company”) in connection with the Company’s Registration Statement on Form S-3 filed

with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the

“Securities Act”) (File No. 333-296322) (the “Registration Statement”), and declared effective by

the Commission on June 2, 2026 and the related prospectus therein dated May 28, 2026 (the “Base Prospectus”)

and the prospectus supplement dated June 8, 2026 (the “Prospectus Supplement” and, together with the Base Prospectus,

the “Prospectus”), relating to the offering by the Company of 484,375 shares (the “Shares”) of the

Company’s common stock, par value $0.0001 per share (“Common Stock”). The Shares are covered by the Registration

Statement and Prospectus and we understand that the Shares are to be offered and sold in the manner described in the Prospectus. This

opinion is being delivered at the request of the Company and in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated

by the Commission.

In connection with this opinion, we have examined

the originals or copies certified or otherwise identified to our satisfaction of the following: (a) Articles of Incorporation of the Company,

as amended to date, (b) Bylaws of the Company, as amended to date, and (c) the Registration Statement, the Prospectus, and all exhibits

thereto. In addition to the foregoing, we also have relied as to matters of fact upon the representations made by the Company and its

representatives and we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals,

and the conformity to original documents of all documents submitted to us certified or photostatic copies.

Based upon and subject to the foregoing, we are

of the opinion that the Shares have been duly authorized and, when issued and paid for as described in the Prospectus, will be validly

issued, fully paid and non-assessable.

We are members of the Bar of the State of New

York. We do not hold ourselves out as being conversant with, or expressing any opinion with respect to, the laws of any jurisdiction other

than the federal laws of the United States of America, the laws of the State of New York, and this opinion assumes the laws of the State

of New York are similar to the corporate laws of the State of Nevada. Accordingly, the opinions expressed herein are expressly limited

to the federal laws of the United States of America, and the laws of the State of Nevada. Our opinion is rendered as of the date

hereof, and we assume no obligation to advise you of changes in law or fact (or the effect thereof on the opinions expressed herein) that

hereafter may come to our attention.

Our opinion letter is expressly limited to the

matters set forth above, and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company,

the Common Stock, or the agreements and instruments addressed herein, or in the Registration Statement and Prospectus. This opinion is

based upon currently existing statutes, regulations, rules and judicial decisions, and we disclaim any obligation to advise you of any

change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth

herein.

This opinion letter has been prepared for use

in connection with the filing by the Company of a Current Report on Form 8-K relating to the offer and sale of the Shares, which Form

8-K will be incorporated by reference into the Registration Statement and Prospectus.

We consent to the filing of this opinion with

the SEC as Exhibit 5.1 to the Company’s Current Report on Form 8-K filed on June 15, 2026, which is incorporated by reference in

the Prospectus. We also consent to the reference of our firm under the caption “Legal Matters” in the Prospectus and in each

case in any amendment or supplement thereto. In giving this consent, we do not thereby admit that we are in the category of persons whose

consent is required under Section 7 of the Securities Act, or the rules and regulations of the Securities and Exchange Commission promulgated

thereunder.

Very truly yours,

/s/ Pearl Cohen Zedek Latzer Baratz LLP

Pearl Cohen Zedek Latzer Baratz LLP

EX-10.1 — BINDING LETTER OF INTENT, DATED JUNE 15, 2026

EX-10.1

Filename: nixxy_ex1001.htm · Sequence: 3

Exhibit 10.1

LETTER OF INTENT

This binding Letter of Intent (“LOI”)

sets forth the principal terms and conditions of a proposed a multi-step business combination transaction (the “Transactions”)

between Nixxy, Inc., a Nevada corporation (“NIXX”), having an address at 1178 Broadway, 3rd Floor, New York, NY 10001,

and Tachyon 9 Corporation, a Delaware corporation (herein “Tachyon”), having an address at 2332 Galiano Street, Suite

200, Coral Gables, FL 33134.

WHEREAS, Tachyon was

created by industry experts to effectuate and grow opportunities in the AI HPC (defined below) data center industry;

WHEREAS, Tachyon and

certain affiliates or partners (the “Tachyon Group”) have access to opportunities to acquire and/or develop HPC data

centers for AI workloads in the United States and overseas, including a certain opportunity in North Dakota to build a 620-acre hyperscale

campus to deliver up to 1GW of power tailored for AI driven applications, with an option to purchase the land for the data centers (the

“Tachyon Assets”);

WHEREAS, the Tachyon

Group has secured certain data center equipment with the total value of approximately $64 million calculated based on the manufacturer’s

list price which is listed on Exhibit A (the “Tachyon Equipment”);

WHEREAS, the Tachyon

Group has access to potential investment grade tenants for the HPC data centers including, without limitation, Yotta (aka Nidar Infrastructure

Limited);

WHEREAS, NIXX is a

publicly traded company on Nasdaq that has multiple avenues to raise capital to fund the joint data center projects;

WHEREAS, the Tachyon

Group believes it has the ability to facilitate financing available to NIXX to purchase GPUs and other data center related equipment;

WHEREAS, NIXX and Tachyon

shall engage in transactions substantially on the terms set forth herein and such other terms and conditions as shall be negotiated in

accordance with applicable tax considerations relevant to the respective parties through a business combination (“Business Combination”),

which structure shall be determined by and among the parties upon discussion with their respective counsel and which will be documented

in a definitive agreement (the “Business Combination Agreement”); and

WHEREAS, this LOI amends

and restates any prior version of an LOI.

NOW, THEREFORE, the

parties hereby agree to collaborate with an intent to facilitate a Business Combination Agreement (and certain other agreements) governing

the Transactions.

1. Transaction Overview

The parties propose to engage in a transaction

whereby NIXX and the Tachyon Group will complete a Business Combination, with the surviving entity (or its parent) becoming a publicly

traded digital infrastructure platform company capable of supporting artificial intelligence (“AI”) and high-performance

computing (“HPC”) workloads up to 1GB in size, including all North Dakota assets and other intangible rights and business

interests for future growth. The goal is to secure total potential capacity of up to 1GW, power and infrastructure to obtain investment

grade lessees.

The legal transaction structure (including any

pre-closing reorganization and the specific legal form of the acquisitions or mergers to effect the transactions described below) will

be determined by the parties in good faith based on business, legal, tax, accounting and other considerations. The parties agree to act

in good faith to negotiate the definitive agreements embodying the Transactions contemplated by this LOI as soon as practicable, and include

certain milestones and conditions substantially as set forth herein.

NIXX and Tachyon will combine into a

single directly or indirectly commonly owned public company by means of either an acquisition of Tachyon capital or Tachyon Assets by

NIXX or an acquisition of both NIXX and Tachyon by a newly formed public company (“Newco”). NIXX or Newco will acquire 100%

of the capital stock (or substantially all of the assets) of Tachyon (or otherwise acquire the Tachyon Assets from the Tachyon Group),

which includes Nakota, hyperscale development campus (target capacity up to approximately 1 GW). The description of Nakota project is

listed in detail on Exhibit B hereto. Tachyon intends to enter into a LOI with Yotta (aka as Nidar Infrastructure Limited)

to enter into an offtake/lease agreement for at least 100MW of Nakota’s capacity. Entering into the Business Combination Agreement

will be conditioned upon the Tachyon Group demonstrating to the reasonable satisfaction of NIXX that (i) it has good and marketable title

to the Tachyon Equipment to be purchased, free and clear of all liens, claims and encumbrances; and (ii) good and marketable title in

and to the approximately 620-acre parcel of land for the data center campus, including satisfactory zoning, entitlements and development

plans suitable for the objectives of the Transactions.

1. Merger Consideration. Tachyon’s capital stock for

the Business Combination is estimated to be valued by the parties hereto at approximately $1 billion, which value is expected to be substantiated

by an external valuation report reasonably acceptable by all parties hereto (“Merger Consideration”), for which the

Tachyon Group shareholders shall receive such number of shares (the “Merger Consideration Shares”) of NIXX Common

Stock, $0.0001 par value per share (“NIXX Stock”), derived by dividing the Merger Consideration by the conversion

price (“Conversion Price”). Notwithstanding anything to the contrary herein, immediately following the Closing, Tachyon's

stockholders shall hold at least 90% of the fully diluted shares of the combined company and Nixxy’s stockholders prior to the

Transaction shall hold no less than 5% of the fully diluted shares of the combined company, and the Conversion Price and Merger Consideration

Shares shall be derived to achieve such percentages, and to be adjusted accordingly based on the valuation of the Tachyon Assets and

incremental financing raised by Tachyon prior to the Closing.

2. Conversion Price. Subject to the foregoing in Section 1,

the Conversion Price shall equal the volume-weighted average price (VWAP) of NIXX Stock over the five (5) trading days immediately preceding

the date of the announcement of this Letter of Intent on Form 8-K, subject to a floor and a cap to be agreed, and the aggregate Merger

Consideration Shares shall be capped to give effect to the post-Closing ownership percentages set forth above.

3. PIPE. To address Tachyon’s

working capital needs in advance of consummating the Business Combination, Tachyon shall raise up to $75 million via a PIPE investment

(the “PIPE”) in the form of five-year secured convertible promissory notes (the

“PIPE Notes”), which will automatically convert into Tachyon Stock before the closing

of the Business Combination (the “Closing”) and shall be included as part of the

Tachyon shares receiving Merger Consideration. Up to $[25 million] will be loaned to NIXX from the PIPE proceeds to fund NIXX’s

working capital through a promissory note (the “NIXX Note”). Notwithstanding anything

to the contrary herein, subject to customary exceptions, the sole and exclusive remedy of the holders of the PIPE Notes shall be recourse

to the Tachyon Equipment pledged as collateral. Further, notwithstanding anything to the contrary herein, in the event that the Closing

does not occur for any reason within 12 months after the execution of this Letter of Intent, the PIPE Notes shall automatically terminate

and be deemed satisfied and discharged in full, and such holders' assumption, of all of Tachyon’s right, title and interest in

and to the Tachyon Equipment, shall be in full and final satisfaction of Tachyon’s obligations under the PIPE Notes.

4. NIXX Note. Provided the

Tachyon Equipment collateral is duly delivered to Tachyon prior to or simultaneously with the first closing of the PIPE Notes transaction

for the minimum net proceeds of $25 million, Tachyon shall fund the NIXX Note. Upon the completion of the Business Combination, the NIXX

Note shall remain outstanding and payable in accordance with its terms.

5. PCAOB Audit. Tachyon

shall provide PCAOB audited financial statements for inclusion in the registration statement on form S-4 to be filed in connection with

the Business Combination.

6. Fairness Opinion In connection

with the Business Combination, NIXX's board of directors, acting through a special committee of independent directors, shall obtain a

fairness opinion from its own independent financial advisor as to the fairness of the Business Combination to NIXX and its stockholders

(the “Fairness Opinion”).

Entering into the Business Combination Agreement

will result in a change in control of NIXX. The Business Combination Agreement will reflect a change in control of NIXX, its management

and board of directors. The surviving entity (whether NIXX or Newco) shall be subject to the applicable listing or initial listing requirements

of the Nasdaq Stock Market, as may be applicable to the Transactions (including, without limitation, any change-of-control or reverse-merger

initial listing review and approval). Between the signing of the Business Combination Agreement and the Closing, the parties shall conduct

and operate each of its business only in the ordinary course consistent with past practice, and shall not enter into any transaction,

or take or omit to take any action, that could reasonably be expected to impair, delay or interfere with the Transactions in any respect.

7. Strategic Platform. The combined entity will seek to develop

a scalable digital infrastructure platform supporting AI and HPC workloads, including:

· Hyperscale compute hosting

· Powered infrastructure leasing

· Energy optimization and grid participation

· Managed data center operations

8. Board Structure. Subject to applicable law and Nasdaq listing

standards (including director independence and audit committee requirements) and to NIXX's board (or a special committee) determination,

the parties will appoint Tachyon representatives or designees to NIXX’s board of directors as follows: (i) one (1) director upon

NIXX receiving at least $10 million from the NIXX Note; and (ii) the remaining three (3) directors upon Closing. NIXX’s board will

initially consist of 5 members.

9. Filings. Tachyon agrees to fully cooperate with NIXX in

the preparation of all documents required to be filed with to the United States Securities and Exchange Commission (“SEC”)

(including all exhibits and amendments thereto), or any other regulatory body, in connection with the transactions contemplated hereby,

and to provide all information requested by the SEC, or any other regulatory party.

10. Disclosures; Public Statements. Except as required by law

or regulation, no public announcements, press releases or other public statements (including in any press conference, trade publication,

marketing materials or otherwise) with respect to the subject matter of this letter of intent shall be made without the consent of each

of the parties hereto.

The parties acknowledge that NIXX is a public

company and that completion of the Transactions will be subject to, among other things:

· approval of the NIXX board of directors, including receipt of Fairness Opinion;

· reasonable satisfaction of due diligence by NIXX of Tachyon’s business and related equipment;

· approval of NIXX's stockholders as required under applicable law and Nasdaq Listing Rules 5635(a), (b)

and (d), and approval of the Nasdaq Stock Market for listing of the combined company in connection with the reverse merger (including

any change-of-control or initial listing review);

· audited financial statements for the period constituting the shorter of last two years or since inception

of Tachyon ; and

· compliance with securities laws and disclosure requirements, including filings with the U.S. Securities

and Exchange Commission.

NIXX may make any public disclosures it determines

in good faith are required under applicable securities laws with prior notice to Tachyon. The parties acknowledge that NIXX may be required

to file a Current Report on Form 8-K, and to make other disclosures regarding this LOI and the Transactions, and that no consent provision

herein limits NIXX's mandatory disclosure obligations under applicable securities laws.

11. Due Diligence. Each party shall have the right to conduct

customary financial, legal, tax, environmental, technical, inventory and operational due diligence regarding the other party and the

assets involved in the Transactions.

12. Other Agreements. The parties acknowledge the Transactions

will be subject to negotiation and execution of mutually acceptable definitive agreements, which may include:

· merger agreement, stock purchase agreement, or asset purchase agreement

· contribution agreements

· support agreements

· investor rights agreement

· lock-up agreements

· registration rights agreement

· employment or consulting agreements

· other customary transaction documents

13. Exclusivity. In consideration

of the time and resources required for the Transactions, NIXX and Tachyon agree that for a period of 30 days following execution of this

LOI neither will, as applicable:

· solicit or engage in similar transactions or alternative acquisition proposals;

· negotiate with other potential buyers regarding data center equipment or data centers; or

· provide confidential information to third parties for purposes of an alternative transaction related to

data center equipment or data centers.

Notwithstanding the foregoing, the exclusivity

restrictions set forth in this Section 13 shall not restrict, and shall not apply to, NIXX’s ability to fund the company or otherwise

to pursue, negotiate, enter into or consummate any financing of NIXX by way of any equity or debt financing (or any combination thereof,

including the issuance of securities in connection therewith). Any such financing shall first be offered to Tachyon, who will have a right

of first refusal or tag along rights to any such investment.

14. Confidentiality. The parties acknowledge that discussions and

information relating to the Transactions are confidential and will be subject to the terms of any existing confidentiality agreement between

the parties, which shall remain in full force and effect.

15. Expenses. Each party shall bear its own legal, accounting, financial

advisory, and other costs incurred in connection with the Transactions.

16. Disclosure. Except as and to the extent required by law, without

the prior written consent of the other party, neither party will, and each will direct its representatives not to make, directly or indirectly,

any public comment, statement, or communication with respect to, or otherwise to disclose or to permit the disclosure of the existence

of discussions regarding, a possible transaction between the parties or any of the terms, conditions, or other aspects of the transaction

proposed in this letter. If a party is required by law to make any such disclosure, it must first provide to the other party the content

of the proposed disclosure, the reasons that such disclosure is required by law, and the time and place that the disclosure will be made.

17. Entire Agreement and Binding Effect. This LOI is intended to

be legally binding and enforceable upon execution by the parties, and shall be superseded by a subsequent definitive agreement executed

by the parties. The LOI constitutes the entire agreement between the parties, and supersedes all prior oral or written agreements, understandings,

representations and warranties, and courses of conduct and dealing between the parties on the subject matter hereof. The LOI may be amended

or modified only by a writing executed by all of the parties.

18. Governing Law. This LOI shall be governed by and construed in

accordance with the laws of the State of New York, without regard to conflict of law principles.

19. Good Faith Negotiations. The parties agree to negotiate in good

faith toward execution of definitive agreements consistent with the terms outlined in this LOI.

SIGNATURE PAGE FOLLOWS -

IN WITNESS WHEREOF, the parties hereto

have executed this LOI on June 15, 2026.

NIXXY, INC.

By: ________________________________

Name:

Title:

TACHYON 9 CORPORATION

By: ________________________________d

Name:

Title:

Exhibit A

List Intangible assets

Product

Price with Tax ($)

Square D Gear

36,704,839.34

(8) Chief Buildings 350 x 30 x 16

6,125,000.00

PDUs

4,835,253.78

Feeder/Circuit Wire

3,325,767.00

Tray Cable

1,242,124.55

PVC and Fittings

523,006.25

Strut and Fittings

498,808.90

Netgear Switches

341,365.50

Low Voltage/Fiber

387,529.10

Lighting

134,768.51

Panduit/Fingerduct

130,202.10

Ground Grid

108,625.46

Tiewraps/Velcro

108,552.29

EMT/Boxes

77,734,65

Basket Tray

72,826.38

Cord Grips

36,768.38

Hardwire

30,691.56

Miscellaneous

14,911.65

Total

54,698,775.40

Exhibit B

List business interests

Nakota1 Development Project Overview HPC Data Center Campus A 620 - acre hyperscale AI data center development in Williams County, North Dakota — engineered to deliver up to 1 GW of power in phased 120 MW increments. Powered By: CONFIDENTIAL INVESTMENT OVERVIEW

Project Overview A Hyperscale Campus Built for the AI Era 1,100 Acres Secured 620 - acre active campus with 767 - acre ROFR option in Williams County — 5 miles west of Williston, ND Up to 1 GW Capacity Phased delivery in 120 MW increments, purpose - built for AI - driven hyperscale data center applications $12 – 20M per MW Projected hyperscale sales value with an estimated conservative $6M/MW profit margin at scale Named for Legacy Nakota — named after a rare North Dakota horse breed — reflects regional pride and long - term commitment

Site Rendering — Nakota Data Campus Topology Designed by JLG Architects (Project #JLG 250082), the campus layout accommodates phased 120 MW builds across a 620 - acre footprint, with dedicated power generation infrastructure, transmission interconnects, and full redundancy systems.

Future Expansion The Nakota Project is designed for significant, staged growth, leveraging a strategic land position to achieve a massive scael required for next - generation AI workloads. Phase 1 Foundation Establish core infrastructure with the initial 120 MW deployment on the 620 - acre campus. ROFR Activation Exercise the Right of First Refusal on an additional 767 acres for future expansion. Phased Deployments Incremental 120 MW power increases, allowing for flexible market response and capital efficiency. 1 GW Ultimate Capacity Achieve full 1 GW power capacity, creating one of the largest HPC data campuses in North America.

Strategic Infrastructure Multi - Source Power Access — Engineered for Reliability Grid Interconnection Stack • • • • Northern Border Gas : Direct tie - in via Hiland/Sanderson gas plant for onsite generation fuel WAPA Transmission: Direct access to Western Area Power Administration transmission corridor 345 kV MWEC/BEPC Line: Proximity to Mountrail Williams Electric Cooperative and Basin Electric Power Cooperative infrastructure Secured Transformers: Two 133 MVA transformers acquired; 240 MW of unused Atlas project power reclaimed with active queue entry

Gas Transmission Scope Northern Border Gas Tie - In & Regional Infrastructure The Nakota campus is strategically positioned within the Williams County gas and transmission corridor, with direct access tothe Hiland Sanderson Gas Plant and Northern Border pipeline infrastructure supporting onsite generation at scale.

Hyperscale Market Context The AI Power Demand Imperative $250B 2024 Hyperscale Construction Estimated total invested in hyperscale data center construction in 2024 alone — with growth projections exceeding $1 trillion by 2030 $28B Gas Turbine Market Global gas turbine market valuation in 2024, driven primarily by sudden and sustained hyperscale data center power demand 55 GW Additional Power Needed Additional gigawatts required globally over the next 5 years to meet AI and data center energy demand

Project Highlights Four Pillars of Competitive Advantage Procurement Priority Front - of - line positioning across all data center procurement categories in partnership with Schneider Electric, NVIDIA, Baker Hughes, and others Turbine Exclusivity Secured near - impossible NG turbine procurement slots — one of very few spec data centers with confirmed energy and redundancy by 2026 Political Support Bipartisan backing from Williams County Commission, state offices, MWEC/BEPC executive teams, and the Trump administration including NEDC engagement Regional Catalyst Project execution will expand oil and gas infrastructure, create local jobs, generate tax revenue, and enable expanded exploration across the region

Baker Hughes Partnership Turbine Procurement — Binding Commitment Secured NovaLT 16 — Exclusive Allocation Baker Hughes has committed an exclusive allocation of NovaLT16 natural gas turbines up to 1 GW+ , with the first 120 MW delivery targeted for Q4 2026 / Q1 2027 . Binding LOI and commitment letters are signed between FX Solutions and Baker Hughes, securing units pending project ownership and funding verification. Documents available upon request. 22 NovaLT16 units per 300 MW phase (20 operational + 2 spare), each delivering 16.9 MWe at 36.4% electrical efficiency

Baker Hughes — NovaLT 16 300 MW Concept Solution — Site Performance Estimated site performance for the NovaLT16 Simple Cycle configuration at North Dakota conditions (100% NG fuel). Total outpu t at rated conditions (59 Σ F) reaches approximately 302 MWe across 20 operating units. Solution is modular and scalable in alignment with IT load profile growth. Full CapEx/OpEx detail follows engineering study.

NovaLT 16 — Technical Profile Performance, Flexibility & H ₂ Readiness 16.9 MWe Output 36.4% electrical efficiency in simple cycle; 46% in combined cycle with 6 MWe additional steam power <10 Min to Full Load Rapid ramp capability with island mode proven — ideal for AI workload variability and grid stability support 100% H ₂ Capable Factory - tested at 100% hydrogen full load — supports 20%+ H ₂ blending from Day 1; upgradeable over time 35,000 - Hour Intervals Engine exchange strategy minimizes downtime — GT pool available for planned and unplanned maintenance events SCGT Emissions: NOx 15 ppm | CO 15 ppm | SOx 0 ppm — further reducible via SCR and CO catalytic reactors. NOx available down to 9 ppm upon request.

Building Rendering Nakota Data Campus — Building Design Architectural design by JLG Architects reflects hyperscale - grade construction standards — built for longevity, operational efficiency, and the demanding power density requirements of AI infrastructure tenants.

Clean Power Strategy FSI as Hydrogen & Carbon Mitigation Partner MRD Technology Advantage FSI's Molecular Resonance Decomposition (MRD) system enables hydrogen - rich, low - carbon fuel for Baker Hughes NovaLT16 turbines — no trucked or piped hydrogen required. • • • • • Pre - combustion carbon removal — reduces CO ₂ at the source before combustion occurs Section 45V qualified — hydrogen production tax credits up to $3/kg, improving ROI Exceeds ND HB1427 — accelerates Site Compatibility Certification $1 – 2M/MW resale premium — from hyperscaler buyers seeking Scope 1 reductions No infrastructure overhaul — drop - in compatibility with NovaLT turbines from Phase 1

North Dakota Competitive Edge Why North Dakota Outperforms Abilene Crusoe/Oracle Abilene — The Proof of Concept Crusoe purchased land, secured energy agreements, procured turbines, and began site work — ultimately selling the project to Oracle for $15 billion . Nakota replicates this playbook with superior fundamentals. North Dakota Upside • Cheap natural gas: ND oil producers cannot flare gas — abundant supply at structurally low cost • Cooler climate: Among the coldest states in the country — substantially lower data center cooling costs • State support: Full county, state, and federal backing including former ND Governor Doug Bergum as Secretary of Interior and Energy Czar • NEDC engagement : Directed by Secretary of Interior to expedite all permitting through the National Energy Dominance Council

Existing Investment Capital Already Deployed — Nakota Is Shovel - Ready $3.6M Property 400 acres of Nakota site secured with an additional 767 - acre Right of First Refusal option in Williams County $54.7M Equipment Project equipment and pre - purchased materials on hand — including two 133 MVA transformers and generation assets $1.2M Engineering Paid professional fees covering architectural, civil, MEP, and transmission design through JLG, Cushing Terrell, and partners Total existing investment: ~$59.5M in sunk capital — land, equipment, and engineering — de - risking Phase 1 execution for incoming capital partners.

Project Execution Committed Partners. Proven Delivery. FX Solutions has assembled a full - stack team of engineers, architects, contractors, and utility partners — each with verified commitments to the Nakota campus. Baker Hughes Turbine supplier — exclusive NovaLT16 allocation with signed binding LOI JLG Architects + Cushing Terrell Campus architect and MEP/transmission engineering partner Basin Electric / MWEC Utility partners co - investing in transmission — committed to grid integration and infrastructure expansion Barnard Construction + 3 Forks Services EPC contractor and civil contractor — experienced in complex North Dakota energy infrastructure Full project transparency managed through Northspyre — real - time stakeholder access to costs, schedules, invoices, and progress documentation.

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