NASDAQ: NUAI

We are a vertically-integrated developer and operator
of next-generation digital infrastructure and integrated power assets accelerating speed-to-power for advanced artificial intelligence
(“AI”) hyperscalers. In the second half of 2025, we executed a strategic pivot from our legacy natural gas operations to focus
exclusively on developing data center campuses where power, land, and connectivity can be assembled and delivered on accelerated timelines.
Our mission is to deliver speed-to-power by converging behind-the-meter power flexibility with data center development capabilities. Our
primary strategy is to aggregate and entitle “Powered Land” and to develop “Powered Shells” and build-to-suit
assets in power-advantaged markets, beginning with the Permian Basin, which benefits from energy abundance, regulatory clarity, and fiber
connectivity.

We are initially focused on our flagship project,
Texas Critical Data Centers (“TCDC”), a 438-acre campus in Ector County, Texas, designed to support over 1 gigawatt (“GW”)
of potential compute capacity through phased development, with projected power delivery beginning as early as the end of 2027. We believe
our proximity to major natural gas pipelines, fiber networks and CO2 pipelines will provide us with the ability to serve our
customers lower transmission costs and best-in-class uptime for purposes of reliably generating AI compute to capitalize on the AI revolution.
We intend to execute through partnering across engineering, construction, procurement, power generation and sustainability with a world-class
developer partner to provide our hyperscaler tenants with certainty of execution and speed-to-power.

Industry Background and Market Opportunity

Intense demand for compute and data center infrastructure is growing
as AI training and inference, high-performance computing (“HPC”), and public cloud services expand at a rapid pace. Developers
and operators compete on their ability to secure and deliver power, compress time-to-operation, provide reliable network connectivity,
and meet operational, regulatory, and environmental standards. Power demand from AI and data centers is rising sharply, creating localized
reliability and interconnection bottlenecks while accelerating utility capex and private energy investments; with global data center electricity
usage to roughly double by 2030 according to the International Energy Agency, with AI as the primary driver. Behind-the-meter and
co-located power solutions—from natural-gas turbines and batteries to nuclear power purchase agreements, small modular reactors,
geothermal, and large commercial and industrial rooftop solar plus storage—are rapidly advancing to bridge grid constraints and
provide firm, flexible supply. Industry participants continually highlight sustained, dramatic growth in both current and future
power requirements per rack, with long grid interconnection queues, strained transmission capacity on the public grid, limited availability
and significant backlog for key power equipment and long-lead time items such as gas turbines and transformers as limiting the pace at
which new compute can be built and energized. In this environment, the industry has increasingly emphasized sites with secured power and
entitlements—“Powered Land”—with increasing interest on in behind-the-meter generation to reduce dependence on
lengthy grid delivery timelines. Additionally, as regulatory scrutiny and public pressure on data centners and their usage of raw materials
and power increases, we believe hyperscalers and other private AI providers will look to behind-the-meter solutions to secure power off
the grid. Market participants have also introduced models that combine on-site natural gas generation with grid interconnects to provide
reliable, dispatchable power for AI clusters. We believe these dynamics support opportunities for power-centric development in resource-advantaged
regions like West Texas.

The Southwestern United States, including West
Texas and adjacent markets, offers characteristics that align with these trends: proximity to abundant natural gas supply and established
pipeline corridors; an industrial permitting and right-of-way ecosystem; competitive wholesale power markets with active development;
expansive land availability; and growing long-haul and regional fiber connectivity. Dry climate conditions can support certain cooling
approaches where appropriate, and the region’s existing energy workforce and infrastructure can facilitate large-scale site development.
These attributes support the case for power-centric data center development focused on accelerated time-to-operation and scalable expansion.

1

Our Solutions and Services

To address the diverse needs of the compute market,
we have adopted a bifurcated product strategy. We address the speed-to-power constraint through two primary offerings designed for hyperscalers,
cloud providers, and qualified developers:

●
Powered Shell: We expect a significant portion of our initial deployment to be “Powered Shell” solutions. In this model, the Company delivers the core building structure, robust power connectivity, and cooling infrastructure, while the tenant retains responsibility for the internal fit-out of servers, racks, and networking equipment. This offering is particularly attractive to hyperscalers who require rapid “speed-to-market” but desire strict control over their proprietary hardware configurations.

●
Turnkey Solutions: For enterprise customers and specialized AI operators requiring fully managed
infrastructure, we offer turnkey data center solutions. This comprehensive service model includes full fit-out and ongoing facility
management, allowing tenants to focus exclusively on compute workloads. We believe this flexibility allows us to broaden our total
addressable market and capture demand from a wider spectrum of the digital economy.

Target Tenant Profile and Credit Strategy

Our initial leasing efforts are rigorously focused
on securing investment grade hyperscalers (e.g., major cloud providers and capitalization-weighted technology firms). We view these tenants
as foundational to our capital strategy. Securing long-term, contracted cash flows from these counterparties is a prerequisite for stabilizing
our asset base and accessing favorable debt financing terms for our project-level entities.

Following the stabilization of our initial phases
with investment grade tenants, we intend to diversify our tenant base to include higher-yield, higher-risk counterparties. This expanding
cohort may include specialized graphics processing unit (“GPU”) cloud providers, sovereign AI clouds, and venture-backed AI
startups. We believe that blending these higher-yielding tenants into a portfolio anchored by investment grade credit will allow us to
optimize our weighted average return on invested capital while maintaining an acceptable risk profile.

Our Growth Strategies

●Powered-Land
in Power-Advantaged Markets: We prioritize the acquisition and entitlement of “Powered
Land”—sites where power, rights-of-way, environmental posture, and fiber are
either in place or can be secured on accelerated timelines—beginning with the Permian
Basin. We believe this approach mitigates interconnection uncertainty, reduces reliance on
congested transmission, and positions us to commit to tenant energization milestones with
greater confidence. At our flagship TCDC campus in Ector County, we control a 438-acre site
designed to support 1+ GW of potential compute capacity through phased development, with
initial power delivery targeted for the end of 2027, subject to typical development and interconnection
risks. The site’s adjacency to natural gas pipelines, fiber networks, and CO₂
pipelines underpins lower transmission costs and best-in-class uptime objectives for AI compute.

●
Hybrid Power Structure Mixing Behind-the-Meter Energy with Grid Interconnection: We are developing an integrated power strategy that blends: (i) direct interconnections to existing, proven grid infrastructure and (ii) on-site, behind-the-meter natural gas generation delivered by a dedicated energy partner, with contemplated integration of battery storage and other assets coming online over time. This hybrid approach is intended to deliver reliable, dispatchable power that is less exposed to grid-wide interconnection queues and mounting public pressure on data center consumption. This strategy reflects broader industry adoption of on-site generation to secure power amid interconnection bottlenecks and long equipment lead times, providing a hedge against delays while improving operational control for AI clusters.

●
Replicable Powered Shell and Turnkey Delivery Packages: We will offer standardized delivery packages that allow hyperscalers to select between Powered Shell (fast building/power/cooling handoff to tenant) and turnkey (fully fitted and operated) structures. Standardization clarifies scope, bankability, expedites permits and procurement, and improves replicability across phases and markets, which is essential for deploying 1+ GW campuses on tight timelines.

●
Attractive Return Profile Through Investment Grade Anchor Tenants Mixed with Selective Yields: We aim to anchor early phases with investment grade hyperscalers to create durable, bankable cash flows that support non-recourse or limited-recourse project financing. Upon stabilization, we plan to layer select higher-yield counterparties—such as GPU cloud specialists or sovereign AI initiatives—to lift portfolio returns while managing risk via diversification and exposure limits.

●
Partner-Enabled Execution: We are in the process of leveraging industry-leading specialists across engineering and commissioning, on-site power generation and fiber and network capabilities. Together, with the site fundamentals of TCDC’s adjacency to natural gas, fiber, and CO2 infrastructure, we believe we are able to execute speed-to-power in a manner our peers can’t replicate.

2

Leasing Structure

We intend to commercialize our portfolio through
long-term, triple-net lease agreements structured to deliver a targeted yield on cost. This pricing mechanism is designed to protect the
Company’s operating margins by passing through all operating expenses—including taxes, insurance, and routine maintenance—directly
to the tenant. Critically, our leases will treat power consumption as a pass-through expense or a direct tenant obligation, insulating
our balance sheet from volatility in commodity fuel pricing. We believe this structure aligns our financial interests with those of our
tenants, ensuring that we achieve our return thresholds based on the development capital deployed while providing tenants with transparency
and operational control.

Capitalization and Financing Framework

There is significant project-level capital interest
in data center and digital infrastructure, reflected in active participation by infrastructure funds, pension investors, insurance companies,
and banks pursuing construction and term financing for contracted campuses. Capital typically targets long-duration, investment-grade
counterparty exposure, visible energization milestones, and standardized delivery packages. At the asset level, we intend to structure
non-recourse or limited-recourse facilities sized to contracted cash flows, with hedging, construction-period support, and customary security
over project assets. Debt and equity capital will be raised directly into ring-fenced asset companies rather than at the corporate level.
This structure is designed to isolate development and operational risks, preventing cross-collateralization issues and protecting the
parent company’s balance sheet.

Strategic Partnerships

We have engineered a “hybrid” power
delivery model that leverages both existing regional infrastructure and dedicated on-site generation to ensure redundancy and scalability.

●
Grid and Off-Site Power: We plan to source a portion of our initial capacity from nearby merchant power facilities, which include the nearby Vistra and Quail Run plants, among others. Leveraging their proximity, we intend to construct direct grid interconnections that bypass broader transmission congestion, providing immediate baseload capacity.

●
On-Site Power Partner: To secure dedicated behind-the-meter capacity, we are in advanced discussions with a leading provider to act as our primary on-site power partner. We intend to allocate a dedicated 20-acre parcel within our campus to our on-site power partner. Our on-site power partner would assume full responsibility for the entire power value chain on this footprint, including equipment procurement, environmental permitting, financing, construction, ownership, and operation of the generation assets. We expect this strategic partition would significantly reduce our capital expenditure burden and operational complexity, effectively converting power generation into a delivered service while ensuring our tenants benefit from the reliability of on-site infrastructure.

We leverage specialized partners to execute complex
development while maintaining a lean organizational footprint:

●
Engineering and Design (Ramboll/EYP): End-to-end engineering services, including mission-critical facility design, power integration, and commissioning.

●
Power Generation (Thunderhead Energy Solutions): Non-binding letters of intent contemplate financing, construction, and operation of gas-fired power islands for behind-the-meter delivery, subject to definitive documentation and required approvals.

●
Sustainability and Carbon (Mawgan Capital): Collaboration on approaches intended to reduce carbon intensity of on-site generation and to support performance tracking and certification.

●
Connectivity (Globelink): Development of dark-fiber and network infrastructure engineered for low-latency AI workloads, providing redundant, open-access capacity.

3

Our Community

We recognize that sustainable water access is
a critical constraint for data center development in the Permian Basin. Accordingly, we have developed a resilient water sourcing strategy
that minimizes impact on municipal potable supplies.

●

Strategic Relationships: We have cultivated strong, collaborative relationships with the Odessa municipality, positioning New Era as a preferred partner for regional infrastructure development.

●
Private Water Partnerships: We have relationships with leading private water infrastructure providers to source industrial and brackish water for our cooling systems. By utilizing non-potable water sources, we mitigate scarcity risks and align our operations with community sustainability goals, ensuring long-term viability and local stakeholder support.

Legal Proceedings

From time to time, we and certain of our officers, directors, and employees
are subject to legal proceedings and claims that arise in the ordinary course of business. Recently, the New Mexico Attorney General filed
a civil action in the Santa Fe, New Mexico naming, among others, our Chief Executive Officer, E. Will Gray II, and certain affiliated
entities, alleging a scheme related to transferring oil and gas wells and purportedly avoiding plugging and abandonment obligations; the
complaint seeks civil penalties, damages, and injunctive relief including business restrictions until inactive wells are remediated. The
lawsuit was filed on December 23, 2025. Mr. Gray and the Company intend to vigorously defend themselves against these claims. See Item
3. “Legal Proceedings” for additional information.

Regulation

We are subject to laws and regulations in the jurisdictions in which
we operate, including those related to land use and zoning, environmental permitting, health and safety, energy and utility interconnections,
and industry-specific requirements, including but not limited to the Clean Water Act and National Environmental Policy Act (“NEPA”).
We monitor developments that could affect our operations and may adjust our practices to address changes in law or guidance.

In particular, our operations in Texas, including our TCDC project, are subject to evolving regulations, including Senate Bill 6 (“SB
6”), which may increase our costs and operational complexity. SB 6 imposes new requirements on “large load” customers
(defined as facilities drawing 75 megawatts (“MW”) or more). Under SB 6, we may be required, among other things, to share
in the costs of transmission upgrades, which were previously socialized across the rate base. While we plan to utilize behind-the-meter
generation to mitigate these risks, any regulatory restriction on our ability to interconnect with the Electric Reliability Council of
Texas grid could limit our ultimate grid redundancy and make our campus less attractive to hyperscale tenants.

Additionally, we are subject
to regulations affecting our Legacy Assets (as defined herein). Such rules include environmental, health and safety laws such as the Clean
Air Act, the Resource Conservation and Recovery Act, the Safe Drinking Water Act, the Clean Water Act, the Pipeline and Hazardous Materials
Safety Administration rules, the Emergency Planning and Community Right-to-Know Act, the Occupational Health and Safety Act, and NEPA,
amongst others (and their state counterparts).

Our Legacy Assets and Reserve Report

Previously, we were an exploration and production
company whose primary operations included the exploration, development and production of helium, natural gas, oil and natural gas liquids.
We sourced helium produced in association with natural gas reserves located in Chaves County, New Mexico. We currently own and operate
137,000 acres in Southeast New Mexico and have 15,097 MMcfe of proved hydrocarbon reserves (our “Legacy Assets”). We intend
to explore the sale of all or substantially all of our Legacy Assets to one or more third parties and we focus on our core mission of
constructing and operating digital infrastructure assets.

The annual reserve report as of December 31, 2025 and dated March 4, 2026 (the “Appraisal Report”) prepared by MKM Engineering,
a firm providing consulting services in the oil and gas industry, contains estimates of Solis Partners, LLC’s (“Solis Partners”)
proved and forecasts of the resulting economics attributable to Solis Partner’s properties in Chaves County, New Mexico. MKM Engineering
prepared the Appraisal Report for the Company’s use in filing with the SEC and contains such assumptions, data, methods and procedures
determined by MKM Engineering as appropriate for the purpose of preparing such Appraisal Report.

Our internal controls for the preparation of annual
reserve reports require the report to be prepared by a qualified independent third-party reserve consultant qualified in the preparation
of SEC Reserve Reports. The Appraisal Report was prepared by Michele K. Mudrone of MKM Engineering.

Michele Mudrone, a License Professional Engineer
in the State of Texas, is a graduate of the Colorado School of Mines with a degree in Petroleum Engineering. She has been a practicing
consulting petroleum engineer at MKM Engineering since 2011 and has over 35 years of prior industry experience.

As part of our internal controls the Appraisal
Report has also been reviewed by NUAI’s Chief Executive Officer and Operations Manager.

4

To prepare the annual reserve estimates in the
Appraisal Report, the Company and MKM Engineering employed a number of industry technologies to evaluate and determine the annual reserves
and establish the appropriate level of certainty of the reserve estimates.

These technologies included: (i) well log evaluation and analysis,
(ii) petrophysical analysis of the ABO, (iii) monthly production data for all Pecos Slope wells, (iv) decline curve analysis and forecasting
of future production, (v) sampling and audit of helium content in 315 wells to establish helium content by field development areas of
the Pecos Slope ABO field, (vi) analysis of historical well file data including drilling & completion data and frac job designs used
to date, (vii) monthly revenue statements to evaluate actual product prices received and (viii) the Company’s monthly lease operating
expense data.

Proved and Probable Reserves

The following table is a summary of proved oil and natural gas reserves
at December 31, 2025:

Oil
NGL
Gas

(MBbl)
(MBbl)
(MMcf)
MMcfe

Proved Developed
-
-
15,097
15,097

Proved Undeveloped
-
-
-
-

Total Proved
-
-
15,097
15,097

The following table is a summary of proved oil and
natural gas reserves at December 31, 2024:

Oil
NGL
Gas

(MBbl)
(MBbl)
(MMcf)
MMcfe

Proved Developed
41
-
29,629
29,876

Proved Undeveloped
-
4,147
30,741
55,622

Total Proved
41
4,147
60,370
85,498

The following table is a summary of probable oil and natural gas reserves
at December 31, 2024:

Oil
NGL
Gas

(Bbl)
(Bbl)
(Mcf)
Mcfe

Probable Developed
-
-
-
-

Probable Undeveloped
-
8,189
117,294
166,430

Total Probable
-
8,189
117,294
166,430

At December 31, 2025, there were no probable oil
and natural gas reserves. The estimates of probable reserves have not been adjusted for uncertainty, and therefore they may not be comparable
with, and should not be summed arithmetically with estimates for proved reserves.

5

The following table reflects changes in the Company’s proved
undeveloped oil and gas reserves:

Well
Oil
NGL
Gas

Count
MBbl
MBbl
(MMcf)
(MMcfe)

Reserves at Dec. 31, 2021
-
-
-
-
-

Extensions
91
-
4,232
33,785
59,178

Improved Recovery
-
-
-
-
-

Technical revisions
-
-
-
-
-

Acquisitions
-
-
-
-
-

Discoveries
-
-
-
-
-

Dispositions
-
-
-
-
-

Economic factors
-
-
-
-
-

Production
-
-
-
-
-

Reserves at Dec. 31, 2022
91
-
4,232
33,785
59,178

Extensions
1
-
233
-
1,395

Improved Recovery
-
-
-
-
-

Technical revisions
(12)
-
(593)
(4,230)
(7,788)

Acquisitions
-
-
-
-
-

Discoveries
-
-
-
-
-

Dispositions
-
-
-
-
-

Economic factors
-
-
-
-
-

Production
-
-
-
-
-

Reserves at Dec. 31, 2023
80
-
3,872
29,555
52,785

Extensions
-
-
-
-
-

Improved Recovery
-
-
-
-
-

Technical revisions
-
-
266
1,062
2,661

Acquisitions
-
-
-
-
-

Discoveries
-
-
-
-
-

Dispositions
-
-
-
-
-

Economic factors
-
-
9
124
176

Production
-
-
-
-
-

Reserves at Dec. 31, 2024
80
-
4,147
30,741
55,622

Extensions
-
-
-
-
-

Improved Recovery
-
-
-
-
-

Technical revisions
(80)
-
(41,47)
(30,741)
(55,622)

Acquisitions
-
-
-
-
-

Discoveries
-
-
-
-
-

Dispositions
-
-
-
-
-

Economic factors
-
-
-
-
-

Production
-
-
-
-
-

Reserves at Dec. 31, 2025
-
-
-
-
-

As the Company’s reserve profile is predominantly natural gas,
an equivalent mcf is used in the table above. The conversion is calculated by multiplying the oil and NGL barrels by six to arrive at
an equivalent mcf. This calculation is based on one barrel of crude oil having approximately the same energy content as six mcf of gas.

6

The extensions during 2022 were added primarily due to the planned
acquisition, construction and installation of a gas processing facility and a gathering system which made these wells economic. In addition,
through the Company’s planned efforts to raise capital through project and equity financing, and expected future cash from operations,
the Company expected to be able to fund the drilling of these locations and complete the drilling within 5 years.

The technical revisions noted in the above table
during 2025 were related to a change in Company strategy. The technical revision noted in the above table during 2024 were related to
well performance. The technical revisions noted in the above table during 2023 were a result of a delay in the drilling program which
was due to a delay in the start of operations of the Pecos Slope Gas Plant. None of the revisions were related to changes in product prices
or costs.

During the years ended 2022, 2023, 2024, and 2025 no proved undeveloped
reserves were converted into proved developed reserves.

Due to a change in Company strategy, the Company no proved undeveloped
hydrocarbon reserves and proved undeveloped helium volumes as of December 31, 2025. In prior years, all proved undeveloped hydrocarbon
reserves and proved undeveloped helium volumes were scheduled to be developed within 5 years of the date they were first reported. In
addition, we had material amounts of probable undeveloped hydrocarbon reserves and probable undeveloped helium volumes that were to be
developed beginning in 2029 and beyond. As of December 31, 2025, the Company had no probable undeveloped hydrocarbon reserves and probable
undeveloped helium volumes. The timing of the development of these hydrocarbon reserves and helium volumes in prior years were scheduled
in order to maintain the nameplate capacity of 20,000 MCF/day of inlet gas for our owned and operated Pecos Slope Gas Plant over the useful
life of the plant. The development schedule was also allow us to fulfill the terms of our two 10-year helium contracts. As of December
31, 2025, our two 10-year helium contracts had expired.

Oil and Gas Production Volumes, Prices and Costs

The following table is a summary of oil and natural gas production
sold:

Oil
NGL
Gas

(Bbl)
(Bbl)
(Mcf)
Mcfe

For the year ended December 31, 2021
302
-
1,136,812
1,138,621

For the year ended December 31, 2022
1,421
3,148
1,112,169
1,139,580

For the year ended December 31, 2023
2,076
2,285
830,145
856,306

For the year ended December 31, 2024
325
4,379
903,985
932,207

For the year ended December 31, 2025
-
4,722
939,949
962,280

The following table is a summary of average sale prices received and
average production costs per Mcfe, excluding ad valorem and severance tax:

Oil
NGL
Gas
Production Cost

$per
$per
$per
$per

Bbl
Bbl
Mcf
Mcfe

For the year ended December 31, 2021
$75.78
$-
$3.11
$1.42

For the year ended December 31, 2022
$93.40
$84.35
$3.44
$1.25

For the year ended December 31, 2023
$77.56
$64.73
$0.37
$1.49

For the year ended December 31, 2024
$82.48
$58.05
$0.28
$1.10

For the year ended December 31, 2025
$-
$50.82
$0.69
$1.08

Gas prices noted in the above table are net of
processing and transportation costs of $1.68, $2.12, $1.42, $1.16 and $1.99 for the years ended December 31, 2021, 2022, 2023, 2024 and
2025, respectively.

7

Drilling and Other Exploratory and Development Activities

The Company has drilled no exploratory or development
wells during the years ended December 31, 2021, 2022, 2023, 2024 and 2025. In addition, the Company currently has no wells in the process
of being drilled. The Company has engaged a third party to construct a processing plant. This plant is currently under construction.

Oil and Gas Properties, Wells, Operations, and Acreage

The following table is a summary of productive wells and acreage as
of December 31, 2025:

Gross
Net

Oil wells
-
-

Gas wells
406
362

Total productive wells
406
362

Developed acreage
30,920
28,928

Undeveloped acreage
105,840
105,823

Total acreage
136,760
134,751

The numbers in the table above indicated as gross represent wells or
acreage in which the company owns a working interest. The numbers in the table above indicated as net represent the Company’s fractional
ownership working interest in gross wells or acreage.

Seven of the gas wells in the above table have multiple completions.

All of the developed and undeveloped acreage in the above table is
held by production.

The Company has acquired all of its interests in acreage and wells
from acquisitions. In all of its acquisitions, the Company has been assigned all of the rights, title and interests of its predecessors
in the leases and wells conveyed. This has included all title research, well files and logs, division of interest records, joint operating
agreements and miscellaneous contracts.

The company has not yet commissioned fully updated title opinions on
its leases. We plan to complete this prior to any new drilling undertaken on a lease.

Intellectual Property

We rely on trademark and trade secret laws, as well as employee and
third-party non-disclosure, confidentiality and other types of contractual arrangements to establish, maintain and enforce our intellectual
property rights, including with respect to our proprietary rights related to our products.

8

As of the date of this Report, we have the following trademarks:

Trademark
Country
Date of registration
Registration No.

RSH
United States
N/A - trademark application pending, submitted 6/30/2023.
N/A - application pending.

We believe that the trademarks that we use in our business are important
for building our brand image and brand recognition. Therefore, we intend to develop marketing strategies, including advertising and branding
campaigns, accordingly.

Employees

As of March 11, 2026, we had 5 employees primarily based in our
Midland, Texas office.

The table below breaks down our full-time personnel by function
as of March 11, 2026:

Number of

Function
Employees
% of Total

Executive
2
40.0

General and Administrative
2
40.0

Operations
1
20.0

Total
5
100.0%

None of our employees are affiliated with the labor unions.

9

SUMMARY OF RISK FACTORS

Investing in us involves a degree of risk. You
should carefully consider all information in this Annual Report on Form 10-K, including the Management’s Discussion & Analysis
section and the financial statements and related notes, prior to investing in our common stock. These risks and uncertainties include,
but are not limited to, the following:

Risks
Related to Our Business

●We
recently transitioned our primary business focus from helium exploration to digital infrastructure
and we may not be able to effectively execute our business strategy.

●We
are a development-stage company and our new business strategy has no operating
history or historical revenue, and we face execution risk across all major components of our business.

●We
have not yet constructed our facilities or entered into any binding contracts with any tenants,
and there is no guarantee that we will be able to do so in the future. Our limited commercial
operating history makes it difficult to evaluate our prospects, the risks and challenges
we may encounter and our total potential addressable market. Any delays or setbacks we may
experience could have a material adverse effect on our business, financial condition and
results of operations, and could harm our reputation.

●We
will require significant additional capital to construct and complete our TCDC’s primary
site in Ector County, and we may not be able to secure such financing on time with acceptable
terms, or at all, which could cause delays in our construction, lead to inadequate liquidity
and increase overall costs.

●Technological
advances or disruptive innovations, specifically advancements in AI, may outpace our development
cycle, and we are exposed to technology obsolescence across all major asset classes.

●We
depend on third-party vendors, contractors, and consultants to support our business.

●We
intend to enter into a joint venture with a development partner to operate our flagship site.
While we expect to have the ability to influence certain business decisions affecting the
joint venture, the success of our investment in the joint venture will depend in large part
on the development partner’s operation of the joint venture.

●AI
and Large-scale Language Model, or LLM, infrastructure requirements are changing faster than
conventional infrastructure can be developed.

●We
may face physical site risks, including severe weather events, environmental conditions,
or other disasters which could result in an interruption of our operations, a delay in the
completion of our data center projects, higher construction costs and the deferral of the
dates on which we could receive revenue, all of which could adversely affect us.

●Any
failure of our physical infrastructure, or acts of theft or vandalism to our physical infrastructure,
could lead to significant costs and disruptions that could reduce our revenue and harm our
business reputation and financial results.

10

●The
scale of infrastructure planned at our data center projects will require extensive permitting,
interconnection, and third-party coordination.

●We
face uncertainty and costly compliance with government regulations.

●We
operate on federal and state lands, which have rules and regulations related to our business
and require us to pay royalties, which may adversely affect our operations.

●As
a result of our remaining oil and gas leases, we are subject to environmental, health and
safety laws and regulations that may expose us to significant liabilities for penalties,
damages or costs of remediation or compliance.

●The
regulatory and legislative developments related to climate change may materially adversely
affect our reputation, business, results of operations and financial position.

Risks
Related to Tenant Concentration and Leasing

●Our
near-term revenue may be heavily concentrated among a small number of anchor tenants.

●Failure
of any major tenant to perform under its lease could result in material financial losses.

●We
may not achieve tenant adoption at the pace or pricing levels required for financial viability.

Risks
Related to Our Governance and Operating Model

●Some
members of our management team have limited experience in operating a public company.

●We
are subject to outstanding litigation filed by the State of New Mexico, which could result
in substantial legal fees or damages and may divert management’s time and attention
from our business.

Risks
Related to Market Conditions and Macroeconomic Factors

●Adverse
macroeconomic conditions could impair our ability to raise capital or complete development
phases.

●Cost
overruns and inflationary pressures could materially increase development and operating costs
and impact our capital budget and profitability.

●Changes
in U.S. trade policy, including the imposition of tariffs and the resulting consequences,
may have a material adverse impact on our business and results of operations.

Additional
risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely
affect our business operations. If any of the following risks were to actually occur, our business, financial condition, results of operations
could be materially and adversely affected. The headings provided herein are for convenience and reference purposes only and shall not
affect or limit the extent or interpretation of the risk factors.

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