OTC: GLAI

We
have a dedicated R&D and engineering team which is tasked with developing a suite of AI products and solutions designed to tackle
complex challenges and automate processes across industries, leveraging an agentic-AI approach. Our focus is on building AI applications
and solutions that are secure, scalable, and privacy-centric. Our R&D and engineering team, led by 14 senior AI specialists and software
engineers, is tasked with driving the development of groundbreaking AI technologies, positioning Global AI at the forefront of enterprise
AI innovation.

On
December 14, 2024, the Company established a subsidiary in Israel named GL AI Ltd. Further, in December 2024, the Company signed its
first commercial contract with an enterprise customer in Israel.

Business
Strategy

The
Company offers an alternative to traditional capital investment models in the AI sector by providing investors, entrepreneurs, and founders
with the opportunity to grow and scale their AI technology businesses, while benefiting from the Company’s operational expertise,
technical knowledge, commercial infrastructure, and sales and engineering organization. The Company believes this model can accelerate
the growth of acquired businesses, while providing the Company’s stockholders with diversified exposure to high-potential AI technology
companies.

1

The
Company maintains a pipeline of potential acquisitions sourced by its management team and advisors, who collectively possess extensive
experience in AI, enterprise software, and technology M&A. The Company evaluates each potential acquisition against established criteria,
including the strategic fit with the Company’s Agentic AI Platform and product roadmap, the scalability of the target’s technology
and business model, the strength and predictability of the target’s recurring revenue, the quality and retention of the target’s
customer base, and the experience and capabilities of the target’s management team.

Following
the consummation of an acquisition, the Company plans to support each acquired business with respect to the development and execution
of its sales and marketing strategy, the enhancement of its product and service offerings, and the integration of its operations with
the Company’s existing platform and infrastructure. Through this combination of organic product development and strategic acquisitions,
the Company seeks to accelerate revenue growth, expand its addressable market, and create long-term value for its stockholders.

There
can be no assurance that the Company will be successful in implementing its business strategy, identifying suitable acquisition targets,
completing contemplated acquisitions on favorable terms, or at all, or realizing the anticipated benefits of completed acquisitions.
See “Risk Factors” for a discussion of risks related to the Company’s business strategy.

The
AI Industry

AI
refers to a category of computing systems that perform tasks historically requiring human cognition, including pattern recognition, language
understanding, decision-making, and content generation. The field encompasses multiple technical approaches, including machine learning,
deep learning, natural language processing, computer vision, and reinforcement learning. Over the past decade, the field has been transformed
by the development of foundation models - large-scale neural networks trained on broad datasets
that can be adapted to a wide range of downstream applications - and, more recently, by the emergence of generative
AI, which produces novel text, image, audio, video, and code outputs in response to user prompts.

The
industry comprises several interdependent layers:

●Compute
infrastructure,
including specialized semiconductors (GPUs, TPUs, custom accelerators), data center capacity,
networking, and power infrastructure required to train and operate AI models at scale.

●Foundation
model development,
in which a relatively small number of well-capitalized organizations train large general-purpose
models that serve as the technological substrate for the broader ecosystem.

●Cloud
and AI platform services,
through which foundation models are made available to enterprises and developers via APIs,
managed services, and integrated development environments.

●Application
and software layer,
where AI capabilities are embedded into enterprise software, consumer products, and vertical
solutions.

●Services
and integration,
including consulting, systems integration, and managed services that enable enterprises to
deploy AI within their operations.

Several
trends are currently shaping the AI and agentic AI industry:

Foundation
model capability and scale. The capability of foundation models continues to advance,
driven by increases in training compute, model architecture improvements, post-training techniques
including reinforcement learning from human feedback, and access to higher-quality training
data. The most capable models are increasingly multimodal, handling text, images, audio,
and video within a single system.

Compute
and infrastructure intensity. Training and operating frontier models requires substantial
compute resources, contributing to significant capital expenditure by hyperscale cloud providers
and foundation model developers. The cost and availability of specialized semiconductors,
data center capacity, and electrical power have become material considerations for industry
participants and have driven multi-year supply agreements, equity investments, and strategic
partnerships across the value chain.

Shift
to agents. Enterprise AI deployment has begun to shift from assistive applications in
which AI suggests outputs that humans review and execute toward agentic applications, in
which AI executes tasks autonomously within defined parameters. This shift has implications
for software pricing models (from per-seat subscription toward consumption or outcome-based
pricing), for the labor and services markets that AI may automate, and for the regulatory
frameworks that govern AI deployment.

Open
and closed model ecosystems. The industry includes both proprietary “closed”
models developed by commercial entities and “open weight” models whose parameters
are made publicly available. The relative competitive position of these approaches, their
respective regulatory treatment, and their implications for enterprise adoption remain in
flux.

Data
and intellectual property considerations. The training of foundation models on large
datasets, often including copyrighted material, has given rise to significant litigation
and policy attention. Outcomes in pending litigation and evolving licensing practices may
affect the cost structure and competitive dynamics of model development.

Regulatory
developments. Governments globally are developing frameworks for AI governance. The European
Union Artificial Intelligence Act (the “EU AI Act”), adopted in 2024 with phased
implementation through 2028, establishes obligations for providers of general-purpose AI
models and deployers of high-risk AI systems. In the United States, federal and state regulatory
activity has accelerated, including executive actions, agency rulemaking, and state-level
legislation in California, Colorado, Texas, and other states. Other jurisdictions, including
the United Kingdom, Canada, Singapore, China, Japan, and South Korea, have published AI governance
frameworks or are in the process of doing so. The regulatory environment is unsettled and
evolving rapidly.

Trust,
safety, and reliability. Enterprise adoption of AI, and particularly agentic AI, depends
on trust in model accuracy, reliability, security, and alignment with organizational policies.
Industry participants invest substantially in safety research, evaluation, red-teaming, and
governance to address these considerations. Public attention to AI-related risks including
hallucination, prompt injection, data leakage, bias, misuse for fraud or disinformation,
and unintended actions by autonomous agents has increased.

2

Competition
& Market Opportunity

The
enterprise AI market is highly competitive and rapidly evolving. We compete against large-scale foundational model companies, legacy
enterprise software companies, and specialized AI startups. The competitive structure of the AI and agentic AI industry is multi-layered.

●Foundation
model developers include
a relatively concentrated group of well-capitalized organizations along with significant
Chinese developers, including those associated with major technology platforms. These organizations
train and offer access to general-purpose AI models that serve as the technological substrate
for the broader industry.

●Hyperscale
cloud providers provide
compute infrastructure, hosted model access, and AI platform services. These providers have
made substantial equity investments in, and commercial agreements with, foundation model
developers, and host first-party and third-party models on their platforms.

●Enterprise
software incumbents, including
providers of customer relationship management, enterprise resource planning, productivity,
collaboration, security, and vertical software, are integrating AI capabilities, including
agentic capabilities, into their existing product offerings. These participants benefit from
incumbent distribution, customer relationships, and access to enterprise data.

●AI-native
enterprise companies, including
providers of AI-first applications across customer service, software development, sales,
marketing, legal, financial services, healthcare, and other verticals are building new categories
of software designed around AI capabilities from inception.

●Specialized
infrastructure providers, including
semiconductor companies, data center operators, networking providers, and AI-specific platform
companies, provide the underlying capacity on which the industry depends.

The
competitive dynamics across these layers are evolving rapidly. The lines between layers, and particularly between model providers, cloud
platforms and application companies, are increasingly blurred as participants integrate vertically or partner horizontally.

The
Company believes that AI, and agentic AI in particular, represents a significant long-term opportunity to automate or augment work historically
performed by humans across enterprise and consumer applications. The size and timing of this opportunity, however, are subject to substantial
uncertainty, including with respect to:

●the
pace and depth of enterprise adoption;

●the
willingness of customers to delegate decision-making and execution to AI systems;

●the
development of regulatory frameworks governing AI deployment, liability, and accountability;

●the
evolution of pricing and commercial models for AI products and services;

●the
competitive dynamics among foundation model developers, cloud platforms, software incumbents,
and AI-native companies;

●the
cost and availability of compute infrastructure;

●the
resolution of pending intellectual property and data privacy litigation; and

●the
trust, safety, and reliability of AI systems in production use.

Our
success depends on our competitive advantage rooted in our focus on agentic capabilities and on our ability to address the factors above,
among others, effectively. We cannot assure you that we will be able to do so effectively, or at all.

3

Recent
Developments

Termination
of Tectu Share Purchase Agreement

On
December 31, 2024, the Company, Tectu Biz Ltd. (“Tectu”), and certain identified shareholders of Tectu (the “Tectu
Sellers”), entered into a Share Purchase Agreement (the “Tectu Agreement”) in respect of the purchase by the Company
and sale by the Tectu Sellers of the entire share capital of Tectu compromising of 4,000,000 ordinary shares of Tectu (“Tectu Shares”),
each having a nominal value of 0.01 New Israel Shekels, free and clear from any and all encumbrances (the “Tectu Share Purchase”).
Immediately following the consummation of the closing of the Tectu Share Purchase, the Company was to hold 100% of Tectu’s issued
and outstanding share capital on a fully-diluted basis.

As
consideration for the Tectu Share Purchase, the Company agreed to pay the Tectu Sellers at closing a total combined amount (or value)
of (i) $490,000 in cash (subject to certain provisions in respect of identified loan payments); and (ii) $510,000 in either cash or 255,000
shares of Company common stock, with each share having an agreed upon fixed value of $2.00 (or a combination thereof, as determined by
the Company at its sole discretion); totaling to $1,000,000, which constitutes the equity value of the Company on a cash-free/debt-free
basis as of December 31, 2024.

The
Tectu Agreement provided for certain representations, covenants and indemnification obligations that are customary for these types of
transactions. Further, the closing of the Share Purchase was subject to certain conditions to closing, including but not limited to the
delivery by Tectu to the Company of certain audited financial statements of Tectu for the fiscal years ended December 31, 2023 and December
31, 2024 by a Public Company Accounting Oversight Board (“PCAOB”) qualified auditor (which is reasonably acceptable to the
Company) in accordance with PCAOB standards.

On
November 12, 2025, the Company entered into a Termination and Release Agreement (the “Termination Agreement”) with the parties
to the Tectu Agreement. Pursuant to the terms of the Termination Agreement, the parties agreed to terminate the Tectu Agreement and all
related agreements in full. The parties mutually released each other from all claims, known or unknown, arising from or relating to the
Tectu Agreement or prior dealings.

Global
Equity Incentive Plan (2026)

On
January 30, 2026, the Board and the Company’s majority stockholder approved the Global Equity Incentive Plan (2026) (the “Equity
Plan”). The Equity Plan provides for the grant of equity-based awards to employees, directors and other service providers of the
Company and its affiliates. A total of 15,000,000 shares of the Company’s Class A common stock has been reserved for issuance under the
Equity Plan.

Government
Regulation

Our
business is subject to extensive and evolving laws and regulations in the United States and internationally. These laws cover AI, data
privacy, cybersecurity, intellectual property, and industry-specific mandates in the highly regulated sectors we serve.

4

We
are subject to emerging regulatory frameworks specifically targeting the development and deployment of AI. In the United States, we monitor
federal executive orders and proposed legislation, including the Safe, Secure, and Trustworthy Development and Use of Artificial Intelligence
framework set forth in Executive Order 14110, which may impose testing, reporting, and transparency requirements for high-capability
models.

Internationally,
our operations are impacted by the EU AI Act, which began its phased implementation
in 2025. Many of our products may be classified as “high-risk AI systems” or “general-purpose AI models” under
the EU AI Act. Compliance with the EU AI Act, which carries significant enforcement deadlines in August 2026, requires us to maintain
rigorous risk management, data governance, and technical documentation standards. Failure to comply with these regulations could result
in substantial fines and restricted access to the European market.

Because
our Agentic AI Platform is deployed in regulated sectors, our customers are often required to ensure that their third-party service providers
(including us) comply with specific institutional regulations.

We
are subject to stringent data privacy laws, including the California Consumer Privacy Act (“CCPA”) and the EU General Data
Protection Regulation (“GDPR”). Our Agentic AI Platform often processes sensitive enterprise data; therefore, we must comply
with evolving legal standards regarding automated decision-making and profiling, which grant individuals rights to contest or opt-out
of certain AI-driven outcomes.

Our
M&A Program is subject to oversight by the Federal Trade Commission (“FTC”) and the Department of Justice (“DOJ”).
Under the Hart-Scott-Rodino Act, we may be required to notify and receive clearance for certain acquisitions. Increased regulatory scrutiny
of “killer acquisitions” or “data-moat” strategies in the AI sector could delay or prevent us from completing
strategic transactions that are key to our growth.

Employees

As
of December 31, 2025, we had no employees. Our day-to-day operations are performed through the use of independent contractors and third-party
service providers. We believe that our current use of contracted services is sufficient to meet our operational needs for the foreseeable
future. We provide competitive compensation and benefits for our people. Our compensation packages may include base salary, commissions
or bonuses, and stock-based compensation. We evaluate both compensation and benefit offerings on an annual basis to ensure competitiveness
of both programs and we make adjustments as needed. We believe that we maintain a satisfactory working relationship with our people and
have not experienced any disputes.

Corporate
History

Global
AI was organized as Mycatalogsonline.com, Inc. in the state of Nevada on January 6, 2009. In April 2009, the Company changed its name
to My Catalogs Online, Inc. In November 2012, the Company changed its name to Bright Mountain Holdings, Inc. In August 2013, the Company
changed its name to Wall Street Media Co, Inc.

On
September 12, 2023, Ingenious Investment AG purchased, from its own funds, from existing shareholders of the Company, in a series of
private transactions, a total of 99,777,864 shares of the Company’s Class A common stock, representing 92.7% of the outstanding shares
of the Company’s Class A common stock at such time.

In October 2023, the Company changed its name to Global AI, Inc.

On February 6, 2024, Ingenious Investment AG transferred an aggregate of
58,988,932 shares of Series A common stock. As a result of such transfers:

·
Darko Horvat, our current Chief Executive Officer and Chairman of the Board and a significant stockholder of the Company, acquired 16,388,932 shares of Class A common stock, representing over 5% of our then-outstanding Class A common stock;

·
Nevenka Cresnar Pergar, a current member of our Board, acquired 400,000 shares of Class A common stock;

·
Each of Danko Djunic, GlobalTI Tech Investment GmbH, and Marktflagge GmbH acquired 11,400,000 shares of Class A common stock, representing over 5% of our then-outstanding Class A common stock; and

·
Weiss Media GmbH acquired 8,000,000 shares of Class A common stock, representing over 5% of our then-outstanding Class A common stock.

Messrs. Horvat and Djunic, GlobalTI Tech Investment GmbH, and Marktflagge
GmbH continue to be significant stockholders of the Company.

On November 1, 2023, the Company issued 10,000,000 shares of Series B common
stock to each of Ingenious Investment AG and Mr. Horvat for a purchase price of $0.10 per share (representing an aggregate purchase price
of $500,000). On November 20, 2023, the Company issued an additional 10,000,000 shares of Series B common stock to each of Ingenious Investment
AG and Mr. Horvat for a purchase price of $0.10 per share (representing an aggregate purchase price of $500,000).

On
December 14, 2024, the Company established a subsidiary in Israel named GL AI Ltd. On September 5, 2025, the Company established a subsidiary
in Romania named GLOBAL AI RO Ltd. (“Global AI Romania”).

On
January 24, 2025, Ingenious Investment AG sold 25,938,932 shares of Class A common stock and 20,000,000 shares of Class B common stock
to Mr. Horvat. As a result of this transaction, Mr. Horvat held 42,327,864 shares of Class A common stock, representing approximately
53% of our total outstanding shares of Class A common stock. In addition, following this transaction, Mr. Horvat held (and, as of May
28, 2026, continued to hold) 40,000,000 shares of our Class B common stock. Each share of Class B common stock has 50 votes per share
and is convertible into one share of Class A common stock at the option of the holder. Accordingly, following the closing of this transaction,
as a result of Mr. Horvat’s Class B common stock ownership, Mr. Horvat, acting alone, was able to control all matters requiring
stockholder approval, including the election of directors and approval of mergers and other significant corporate transactions.

Legal
Proceedings

From
time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. We are
currently not aware of any such legal proceedings or claims that we believe will have, individually or in the aggregate, a material adverse
effect on our business, financial condition or operating results. However, litigation is subject to inherent uncertainties, and an adverse
result in these or other matters may arise from time to time that may harm our business. Defending such proceedings is costly and can
impose a significant burden on management and employees. The results of any current or future litigation cannot be predicted with certainty,
and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management
resources, and other factors.