What changed in this filing

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Item 1. Business

2026-03-31 compared with 2025-04-02 · 258 added, 337 removed, 30 unchanged (95% of the section changed)

are a data center infrastructure developer that is developing a large-scale, geothermal powered data center campus in Southern

Our development site is located in Imperial County on the edge of California’s Lithium Valley, which is one of

the world’s largest known geothermal and lithium resources.

Imperial County has an abundance of geothermal energy that

radiates from a shallow lava flow between the North America and Pacific tectonic plates.

The potential geothermal energy that can be

harvested for baseload data center power with flash, binary, and advanced closed-loop geothermal

technologies is projected to be in the tens of gigawatts.

the past three years, we have been working with Imperial County government officials, Imperial County Planning & Development, the

Imperial County Board of Supervisors, Imperial Irrigation District (“IID” - the local electric utility), Imperial Valley

Economic Development Corp and various established local geothermal power producers, as well as closed-loop geothermal technology

companies to develop a portfolio of geothermal energy resources to power a large-scale, master-planned data center campus.

July 2024, we canceled an option to purchase an 80-acre site and optioned a new 315-acre site for our data center campus

development, and we are in the process of contracting an additional 320 adjacent acres that will be used for onsite geothermal power

production in the future.

Combined, these properties will create our master planned, 635-acre, vertically-integrated,

geothermal-powered data center campus.

The overall infrastructure is planned to include a switchyard/substation to connect off-site

power through the local grid and onsite geothermal power production to our data center buildings, connections for natural gas for

back-up generators, and diverse fiber paths for internet connectivity, water/sewer, and other utilities and services required to

build and operate data center facilities on the campus.

Overall, the site is being planned to support:

production of a gigawatt or more of geothermal power;

switchyard for offsite geothermal/solar/battery power connections from providers through the local grid;

25-acre building lots, each of which can support up to 250,000 square feet of data center buildings;

for gas, water, sewer and fiber connectivity.

plan to offer hyperscale and data center development companies the following options:

land leases (building lots with power)

shell leases (a basic building with power)

Build-to-suit

leases (completed buildings with power based on a customer’s design)

Co-development

with data center developers (we and a data center developer will jointly build out a section of the campus)

plan to lease powered building lots or powered shell buildings, or to provide build-to-suit completed buildings, to large enterprise

information technology (IT) companies that are creating or addressing the growing demand for AI, Cloud and High-Performance

Computing (HPC) digital services.

We are currently in discussions with a number of these companies and, based upon the interest we

have received thus far from potential tenants, we expect that we will have agreements signed to lease all or a substantial part of

the development by the end of 2025 or early 2026.

In addition to our Southern California site, we are identifying and evaluating

sites in other states that have adequate land, geothermal resources and internet connectivity that can support a one gigawatt or larger

data center campus.

We believe there are numerous areas in the country where advanced closed loop geothermal technology can economically

harvest energy for onsite use in data centers and other energy intense industries.

centers are highly specialized and secure buildings that house networking, storage and communications technology infrastructure, including

servers, storage devices, switches, routers and fiber optic transmission equipment.

They are designed to provide the space, power, cooling

and network connectivity necessary to efficiently operate mission-critical IT equipment.

Telecommunications carriers and internet providers

typically provide network access into a data center through optical fiber connections.

The demand for data center infrastructure is being

driven by many factors, but most importantly by significant growth in data and increased demand for data processing and storage infrastructure.

The market for data center facilities includes established “traditional” enterprises that are web-enabling their applications

and business processes, as well as cloud-centric companies with sophisticated technology requirements.

are many types of data centers and service models available in the marketplace.

Generally, their classification depends on whether they

are owned by one or many organizations, how they fit into the topology of other data centers, what technologies they use for computing

and storage, and even their energy efficiency.

However, there are four main types of data centers:

Data Centers .

These are built, owned and operated by companies requiring data storage for their own purposes and are optimized

for their end users.

Most often they are housed on the corporate campus of the owner.

Services Data Centers .

These data centers are managed by a third party (or a managed services provider) on behalf of a company

requiring data storage.

The operating company leases the equipment and infrastructure instead of buying it.

Colocation Data Centers .

In the case of colocation (“colo”) data centers, a company rents space within a data center

owned by others and located off the company’s premises.

The colocation data center hosts the infrastructure:

building, cooling,

bandwidth, security, etc., while the company provides and manages the components, including servers, storage and firewalls.

Data Centers .

In this off-premises form of data center, data and applications are hosted by a cloud services provider, such as

Amazon Web Services (AWS), Microsoft (Azure), or IBM Cloud or other public cloud provider.

are developing our business model to compete in the data center infrastructure development segment of the data center industry, which

is focused on providing ready-to-build-on data center campuses to companies that provide the processing, networking and storage of data.

With the move to treat data as an asset, the data services market is expected to experience significant growth over the next decade.

Industry automation and digital businesses are expanding, and these businesses are expected to require huge amounts of data for their

North America is the most advanced region globally and we believe ready-to-build-on data center platforms are in high demand.

developing our master-planned, geothermal-powered data center campus, we have had numerous discussions with several large companies that

could lease all or part of our data center campus, with the intention of cultivating long-term strategic relationships with these companies

once they become our tenants and providing them with solutions for their data center facilities and IT infrastructure requirements.

initially intend to provide geothermal-powered building lots with flexibility for customers to scale for future growth.

contemplated, our ready-to-build-on platform will provide clean-energy power, flexibility, reliability and security delivered through

a tailored, customer-service-focused offering that will be designed to foster long-term relationships.

Our plan is to focus on technology

and large cloud computing customers that are expanding their services rapidly in the public and private cloud environments to provide

them with clean-energy-powered solutions that address their current and future needs.

We expect that our clean energy, geothermal-powered

building platform design will allow us to offer power resiliency, and the opportunity for expansion as the needs of our customers grow.

are a developer of large-scale infrastructure designed to power the digital economy.

Our primary focus is the development of a “master-planned”

data center campus in a business-friendly Northwestern U.S.

Unlike traditional developments, our campus will be designed to

be onsite-powered, meaning we intend to provide our tenants with dedicated, reliable energy generated on the property.

its simplest, a data center is a specialized, highly-secure building that houses the “brains” of the internet.

the physical hardware—servers, storage systems, and networking equipment—that allows businesses to process, store and share

digital information.

Data centers may be thought of as high-tech warehouses where the “goods” being stored are data.

our data center campuses will require four critical elements that we plan to provide:

Constant electricity to keep the machines running.

Connectivity :

High-speed fiber optic lines to move data across the globe.

All permits and approvals necessary to build and operate a data center on our campus.

Construction-ready building sites with all utilities.

industry generally classifies data centers into four categories based on who owns the equipment and how the space is used:

Built and used by a single company for its own needs.

A third party that handles the technology and infrastructure for a client.

Multiple companies rent space, cooling, and power within a single

facility while owning their own servers.

Massive facilities where providers such as Amazon or Microsoft host data and applications

for the public.

business model is focused on the infrastructure development stage of data center construction, where we provide “construction-ready”

sites that are pre-permitted and approved, and fully-equipped with the power and utilities necessary for a data center company to build

and operate its data center facilities.

Our primary objectives include:

Onsite Energy :

We intend to offer a natural gas-powered energy platform that provides

24/7 “baseload” power.

This is designed to avoid delays in connecting to the

grid and to give our tenants greater reliability and protection against power grid fluctuations

and service interruptions.

Scalable Solutions :

We intend to provide flexible building lots that allow our customers

to start small and expand their footprints as their data needs grow.

Strategic Partnerships :

We intend to sell or lease our construction-ready building sites

on our campus to large-scale technology and cloud service providers.

By offering a “ready-to-build”

platform, we aim to foster long-term relationships with companies that require massive, resilient

data solutions.

a world where data is increasingly treated as a vital asset, we believe our approach of combining land development with onsite power

generation addresses a critical gap in the current market.

of Operations

of the date of filing of this Report, we are in the process of completing our vertically-integrated, geothermal-powered data center

campus land-use plan and zone change with Imperial County Planning and Development.

We expect that land use and conditional zone

change approvals will be completed by the end of 2025 or during the first quarter of 2026.

In parallel, we are completing our plans,

timelines and budgets for all required county and state environmental studies and reports, which we expect to have completed and

filed for data center campus construction, onsite switchyard and electrical distribution system, and fiber, gas, water and sewer

lines that connect to the property by the end of 2025.

In addition, we are planning to have the required approvals to start the

initial construction of the data center campus and all external utility lines by the end of the second quarter

We are also planning that we can complete and submit all design, planning and environmental reports and studies for

the state environmental agencies for our planned onsite geothermal production systems by mid-2026.

We are also in

the process of completing a master services agreement with a geothermal technology and development company that will provide

advanced closed-loop geothermal production technology, sub-surface planning and drilling, above-ground turbine and generator

electricity production components and the electrical distribution system design and components.

We expect to complete this agreement

before the end of June 2025 and have the designs completed for subsurface and surface components before the end of 2025.

geothermal systems (also known as “advanced geothermal systems” or “AGS”) are a type of engineered geothermal

energy system containing subsurface working fluid that is heated in a hot rock reservoir without direct contact with rock pores and fractures.

Instead, the subsurface working fluid stays inside a closed loop of deeply buried pipes that conduct Earth’s heat.

geothermal systems are one of the prominent categories of next-generation geothermal systems in development today.

advantages of closed-loop geothermal technologies include:

need for a geofluid (water, geothermal brine, etc.)

need for the hot rock to be permeable or porous

the introduced working fluids can be recirculated with zero loss

fracking or stimulation is required to establish the engineered geothermal reservoir.

advantages mean closed-loop geothermal systems can be placed anywhere in the world as a source of carbon-free, baseload energy, with

no impact to natural water resources and significantly reduced risk of induced seismicity.

July 2024, we contracted to purchase 315-acres of land and are planning to option an additional 320-acres in the next couple of months.

We believe the site we have chosen to develop is a unique location that will provide us with a rare opportunity to vertically integrate

clean, onsite, baseload geothermal energy with a 24/7 data center operation.

We believe 100% clean-energy-powered data centers are an

important element in the ability of the U.S.

to meet its carbon neutral climate goals and for hyperscale and enterprise IT companies

to meet their shareholder and customer climate commitments to have a compliant, clean digital footprint.

As a result, we believe the

availability of nearby clean geothermal energy for our Imperial County site will provide us with a significant competitive advantage

in the marketplace.

mid-2022, we have contracted with leading data center and energy advisory firms to complete site, power and connectivity assessments,

feasibility studies, engineering plans, master-planned development and design, and project benchmarking.

These have included engaging:

Engineering, Inc., a global professional services firm specializing in architecture, engineering, environmental and construction

services (“HDR Engineering”), to complete a site assessment, project feasibility study, and the initial shovel-ready

site development plan for our master planned data center campus.

Inc., a power engineering and energy solutions firm (“ZGlobal”), to assess all available power and transmission routes

in the immediate area of the site and to develop a plan to access power from close by geothermal and solar producers via Behind-The-Meter,

Off-Take and Power Purchase Agreements directly and through agreements with the local grid operator.

Dark Fiber, Inc., a provider of dark fiber connectivity to municipalities, carriers, anchor institutions, content developers, data-center

operators, and other sophisticated private network users, to develop a robust fiber-based infrastructure that will provide multiple

diverse geographic routes of connectivity to our data center site.

a construction consultancy services firm (“Linesight”), to provide cost benchmarking of initial design concepts, and

to assist with desktop pre-qualification of architect-engineering firms and construction managers.

on the project assessment, feasibility and initial shovel-ready site plans that have been developed by HDR Engineering, and the benchmarking

of the project by Linesight against 25 other large data center developments in the U.S.

over the last 24 months, we plan to develop our

635-acre site in Imperial County, California to support up to three million square feet of data center facilities that utilize 2 gigawatts

or more of baseload geothermal power.

Our site will be zoned medium-industrial that is approved for geothermal power production and data

we move through the development process, we will continue to refine and finalize the courses of action needed to implement our business

plan and operations.

As a result, our management has not fully determined our actual short-term or long-term capital requirements for

our initial project, which management expects to be substantial.

May 2025, we formed TerraVolt Infrastructure Inc.

(“TerraVolt”), a wholly-owned subsidiary established to meet the demand

for sustainable, baseload, powered land and infrastructure solutions for large-scale data center development.

TerraVolt’s proposed

solution is a Physical Infrastructure-as-a-Service (PIaaS) platform that will integrate onsite behind-the-meter (BTM) power with construction-ready

data center building sites that include utilities and fiber connectivity.

TerraVolt plans to provide a turnkey solution with power and

utilities to hyperscalers, colocation providers, and data center developers seeking to deploy new capacity faster than with traditional

power and transmission from a local electric utility company.

We are currently focused on a location where onsite power production using

natural gas turbines and reciprocating engines is allowed under local and state building codes and where there is direct access to a

natural gas pipeline with capacity for delivery within a reasonable timeframe.

of Our Planned Data Center Campus Development:

Power Solution

Gas Pipeline Access :

ability to build a tap/meter station on the property to interconnect

directly into a major northwestern U.S.

gas pipeline.

FIRM Gas Supply Contract for 55k million British thermal units (MMBTU) /day,

negotiated for an initial 300 Megawatt (MW) to 350MW of power, with additional capacity available

● Scalability :

Pipeline expansion planned for 2030, adding 50k–100k MMBTU per day (sufficient for

an additional 300MW-600MW of power).

● Self-Generation :

Onsite BTM gas-fired power plant allowed in Electric Co-Op service territory, which eliminates

utility oversight, studies or interconnection queuing.

Onsite gas pipeline Tap/Meter station build is estimated to take 12 to18 months.

Real Estate & Zoning

Directly on major east/west interstate highway, providing a major transportation routes to

several northwest U.S.

Flat, buildable AG land (Out of 100/500-year flood zones).

Conversion to Light Industrial is projected to take less than 12 months for approvals and

secured AG water rights to be preserved for data center cooling requirements.

Situated on a major fiber artery running through the northwestern U.S.

Local fiber at the property border with access to direct east and west fiber

a cool, semi-arid climate enables free-air cooling for much of the year, reducing data center

cooling energy needs by up to 80% compared to warmer regions like the Southwest or Southeast.

in Electric Co-Op service territory, expedited tariff changes and approvals to

operate, no system impact or interconnection required, no FERQ approvals or oversight.

Direct onsite well access and water rights to the major aquifer.

Construction materials and data center equipment.

● Transportation/Logistics :

Direct interstate access, artery to nearby urban areas, and regional airports.

● Employees :

Low wages/housing, growing workforce.

Recruitment from nearby universities.

Business – Full local and state government data center project and policy support,

and expedited land use, environmental approvals, zone changes, and permitting.

– potential participation in the northwest U.S.

nuclear corridor for future Small Modular

Reactors (SMRs) upgrade for additional clean baseload power.

of the date of this Report, we have commenced the initial phase of our planned onsite-powered data center campus development, which is

focused on completing land-use applications, zone change requests, and supplemental site reports required by the local County Planning

and Development Department.

We anticipate securing land-use and conditional zone change approvals by year-end 2026.

Concurrently,

we are finalizing timelines and budgets for all necessary county and state environmental assessments.

These studies cover the data center

campus, the onsite power plant, electrical distribution systems, and critical utility infrastructure (water, sewer, fiber, and gas).

We expect to file these reports before the end of 2026, with the aim of securing all necessary construction approvals by the second quarter

Additionally, we expect to submit to applicable state agencies all design and environmental documentation for the onsite natural

gas power plant by mid-2026.

Data Center Industry

for data centers is intense for both more facilities and greater power availability.

Based on several reports from CBRE, JLL and other

research firms, the data center industry is forecasting that data center capacity will triple within the next five years.

In the fourth

quarter of 2024, every data center under construction was pre-leased from two to five years in advance of occupancy.

It is widely acknowledged

that the key constraint for the growth of data centers is the availability of power.

To illustrate the power demand, today’s data

center developments start in increments of 100MW, while mega-campuses of 1GW or more are currently in construction.

to a recent report by Bloom Energy, the “ 2025 Data Center Power Report ”, demand for power in the U.S.

is growing at

an unprecedented rate after 20 years of flat demand.

power needs are projected to rise by 83 terawatt-hours (TWh) in 2025 –

the equivalent to powering an additional 7.7 million homes.

According to such report, data centers are the largest driver of this growth.

is expected to see the highest share of new data centers outside of China.

Since 2020, the U.S.

colocation data center market

alone has doubled, driven by digitization, cloud and AI.

To power this increase, it was reported that by 2030, data centers could require

8%-12% of the total U.S.

power demand compared to 3%-4% today.

grid has not been able to keep pace with this demand.

While utilities can likely generate sufficient power to meet data center needs,

they face bottlenecks with transporting that power via transmission and distribution infrastructure.

As a result, grid interconnection

takes longer, there is more congestion on the network, and capacity is increasingly expensive.

continues to build high-voltage

transmission infrastructure at its current rate, it is estimated that it will take at least 80 years to deliver the power that is needed

over the next decade.

Energy believes new data center projects will struggle to get timely access to power.

In the U.S., 55 GW of data center IT capacity is

expected to come online in the next five years.

The industry is already seeing data center IT capacity buildout ramp up with ~20 GW of

capacity announced so far for 2025, and it is expected to continue growing.

Bloom Energy expects that at least another 35 GW of data

center capacity will be announced within the next five years to meet projected data center demand.

addition, the environmental impact of power generation and use is expected to become more stringent.

Sustainability regulations are expected

to become more difficult to meet, and it is expected that the use of renewable energy credits (RECs) to offset carbon footprints of conventional

data center power sources will no longer qualify.

Today, less than 5% of the energy directly powering data centers is clean.

to the 2024 United States Data Center Energy Usage Report “ Energy Analysis and Environmental Impacts Division, Lawrence Berkeley

National Laboratory ,” energy consumption by U.S.

data centers has been on the rise and reached 280 terawatt hours (TWh) in

2024 accounting for an estimated 5% to 6% of the nation’s total electricity usage.

Projections for data center energy consumption

by 2028 range from 325 TWh to 580 TWh.

This annual usage would correspond to a power demand for data centers of between 74 GW and 132

GW, which equates to 6.7% to 12.0% of the anticipated total U.S.

electricity consumption for 2028.

to a report by P & S Intelligence, a market research firm, the data center industry is large and on pace to grow rapidly, from $282

billion in 2024 to over $602 billion in 2030.

The industry is not only large, but also very profitable.

According to the Dgtl Infra report

“ Data Center REITs, Stocks and ETFs:

Investing in 2024 ”, in February 2024, the principal data center developer/operator

companies averaged EBITDA margins of 50% or more on lease revenues.

Those that are publicly traded were valued at an average of 25 times

to a February 2025 report by PwC (Pricewaterhouse Coopers LLP) on the “ Economic Contributions of Data Centers in the United

States ,” data centers have become vital to the modern economy, underpinning digitalization, facilitating data driven decision-making,

and supporting a broad spectrum of industries and services.

Their role in storing, processing and managing data is essential for organizational

success in the digital age.

to the PwC report, the total annual contribution of the data center industry to national employment - encompassing direct, indirect and

induced effects from data center construction and operations - has increased from 2 .9 million jobs in 2017 to 4 .7 million jobs in 2023,

marking a 60 percent rise over this period.

The industry’s growth has notably surpassed that of the overall U.

economy in recent

From 2017 to 2023, direct employment in the U.

data center industry expanded by over 50 percent, compared to 10 percent growth

in employment for the United States overall during the same timeframe.

to PwC, the industry’s total annual contribution to national labor income surged from $209 billion in 2017 to $404 billion in 2023,

reflecting a 93 percent increase.

The increase in labor income has outpaced the increase in employment, suggesting that the U.

center industry supports higher earning jobs at the national level.

Additionally, its annual contribution to U.

value added, or gross

domestic product (GDP), rose from $355 billion in 2017 to $727 billion in 2023, marking a 105% increase.

Over this same period, the U.

GDP grew by only 41 percent.

to a December 2024 IEA (International Energy Agency) report “ The Future of Geothermal Energy,” technology breakthroughs

are unlocking huge potential for geothermal energy.

New geothermal harvesting technologies are enabling access to previously untapped

resources, while cost reductions and innovative financing models are paving the way for increasing the role of geothermal energy in energy

systems around the world.

Additionally, techniques developed by the oil and gas industry – including a strong understanding of

the subsurface, drilling and completing wells, predicting fluid flows and managing large-scale projects – can rapidly drive down

costs and help tap geothermal resources deeper in the ground.

in technology are opening new horizons for geothermal energy, which is expected to make it an attractive option for countries and companies

all around the world.

These techniques include horizontal drilling and hydraulic fracturing honed through oil and gas developments in

North America.

If geothermal can follow in the footsteps of innovation success stories such as solar photovoltaic

(PV), wind, EVs and batteries, it can become a cornerstone of tomorrow’s electricity and heat systems as a dispatchable

and clean source of energy.

For the moment, geothermal meets less than 1% of global energy demand and its use is concentrated in a few

countries with easily accessible and high-quality resources, including the United States, Iceland, Indonesia, Turkey, Kenya and Italy.

to the IEA report, with continued technology improvements and reductions in project costs, geothermal could meet up to 15% of global

electricity demand growth by 2050.

This would mean the cost-effective deployment of as much as 800 GW of geothermal power capacity worldwide,

producing almost 6,000 terawatt-hours per year, which is equivalent to the current electricity demand today of the United States and

India combined.

is a versatile, clean and secure energy source that can provide around-the-clock electricity generation, heat production and storage.

As the energy source is continuous, geothermal power plants can operate at their maximum capacity throughout the day and year.

global geothermal capacity had a utilization rate over 75% in 2023, compared with less than 30% for wind power and less than 15% for

In addition, geothermal power plants can operate flexibly in ways that contribute to the stability of electricity grids, ensuring

demand can be met at all times and supporting the integration of variable renewables such as solar PV and wind.

to the IEA report, investment in geothermal is growing.

Governments, oil and gas companies and utilities are among those looking for

investment opportunities in geothermal.

If deep cost reductions for next-generation geothermal can be delivered, total investment in

geothermal could reach $1 trillion cumulatively by 2035 and $2.5 trillion by 2050.

At its peak, geothermal investment could reach $140

billion per year, which is higher than current investment in onshore wind power globally.

As a dispatchable source of clean power, geothermal

is also attracting interest from stakeholders beyond the energy industry, including technology companies looking to meet the fast-growing

demand for electricity in data centers.

competition in the data center industry is primarily driven by the increasing presence of small- and large-scale service providers globally,

and we will compete with numerous data center developers, and public and private owners and operators of technology-related real estate

and data centers.

key participants in the data center market with which we will compete are infrastructure developers, such as Tract, ScaleUp, Stream,

Quantum Loophole and Cloverleaf Infrastructure, and data center companies such as Digital Realty, Equinix, CyrusOne, QTS, Vantage and

Compass, among many others.

In addition, we may face competition from other new entrants into the data center market.

Many of our current

and potential competitors may have significant advantages over us, including greater name recognition, longer operating histories, pre-existing

relationships with current or potential customers, significantly greater financial, marketing and other resources, ownership of more

data centers and data centers that are more broadly distributed geographically, access to less expensive power, and more robust interconnected

hubs in certain geographic markets.

All of these potential advantages could allow competitors to respond more quickly to new or changing

opportunities.

In addition, once we are operational, if our competitors offer space, power and/or interconnection services at rates below

current market rates, or below the rates we are then charging our customers, we may lose potential customers or be pressured to reduce

our rental rates below those we are then charging or have modelled in order to retain customers when our customers’ leases expire.

to PricewaterhouseCoopers (“PwC”), the data center industry has entered a profound infrastructure investment supercycle,

with total capital requirements projected to reach $3 trillion by 2030.

Global data center capacity is expected to nearly double, growing

from 103 GW to 200 GW between 2026 and 2030.

This growth is fundamentally driven by the scaling of Artificial Intelligence (“AI”),

which is anticipated to represent half of all workloads by 2030.

fundamentals remain exceptionally tight.

According to CBRE Group, Inc.

(“CBRE”) and Jones Lang LaSalle (“JLL”),

as of early 2026, global occupancy stands at 97%, with 77% of the current construction pipeline already pre-committed to tenants.

global market size was valued by PwC at approximately $386.71 billion in 2025 and is projected to exceed $1.1 trillion by 2035.

availability, rather than location or real estate cost, has become the primary criterion for site selection.

electrical grid

has been unable to keep pace with demand, resulting in multi-year delays for new connections.

According to CBRE and JLL:

In major hubs, the wait time for a grid connection now averages four or more

● Expectation

There is a widening “power expectation gap” of 1.5 to 2 years between

the utilities’ projected delivery timelines and the immediate capacity needs of hyperscale

Consumption :

Data centers are expected to account for 8.9% to 12% of total U.S.

demand by 2030, up from approximately 4.4% in 2023.

mitigate grid volatility and interconnection delays, the industry is increasingly adopting “Power-First” infrastructure strategies,

moving toward independent, off-grid operation.

Approximately one-third of data center leaders expect their facilities to be

100% onsite-powered by 2030.

Roughly 73% of hyperscalers and colocation providers are actively evaluating

or selecting onsite power providers to ensure predictable “time-to-power”.

Onsite generation allows developers to pursue “power-advantaged”

regions with an abundance of natural gas, such as Texas, which is projected to capture nearly

30% of total U.S.

data center demand by 2028.

gas has emerged as the essential “bridge” and primary fuel source for onsite data center power.

● Dispatchability :

Natural gas remains the preferred choice for data centers because it provides reliable, 24/7

dispatchable power without the intermittency associated with renewable sources.

Microgrids powered by gas turbines and fuel cells are gaining momentum, enabling

campuses to operate as independent “energy islands”.

Next-generation designs often combine natural gas with Battery Energy Storage

Systems (BESS) and solar, positioning the data center as a dynamic asset that can support

the grid while maintaining its own critical load.

Contribution :

Currently, natural gas accounts for approximately 40% of U.S.

power generation,

and its role as the leading fuel source for data center electricity is expected to persist

through the end of the decade.

data center industry continues have a significant economic impact throughout the U.S.

and to be a significant catalyst for national growth.

and Employment :

Between 2017 and 2021, data centers contributed $2.1 trillion to the

GDP through direct and indirect effects.

Direct employment in the sector grew by 17% from 2017 to 2021, significantly

outperforming the broader U.S.

employment growth of 2%.

● Sustainability

While traditional Renewable Energy Credits (RECs) are facing increased scrutiny,

operators are shifting toward 24/7 Carbon-Free Energy (CFE) goals.

This shift is driving

interest in natural gas turbines that can eventually be converted to hydrogen and high-efficiency

liquid cooling systems.

a new entrant into the data center marketplace, we will compete against the larger, more established and better capitalized companies

that today control the majority of market share.

We believe our principal advantages will be our location, which provides us with access

to an abundance of reasonably-priced onsite baseload geothermal energy to power a 24/7 data center operation, low-latency internet connectivity

to major market hubs, and our proximity to the Southern California market and the multitudes of companies utilizing high-performance

computing that want close-by data center space.

However, the data center industry is undergoing a paradigm shift driven by the “time-to-power”

As a new entrant focused on high-performance computing (HPC) and hyperscale requirements, we compete in a landscape increasingly

defined by energy independence and the speed of infrastructure deployment.

compete with traditional data center REITs and developers, including Equinix, Digital Realty, CyrusOne, and Vantage Data Centers.

our primary competitors now include a new wave of infrastructure developers focused on “behind-the-meter” (BTM) and “off-grid”

power solutions to bypass utility interconnection delays, which can now exceed five to seven years in major hubs.

Key competitors in

this specialized space include:

and Quantum Loophole :

Large-scale land and power “master developers” who

prepare massive campuses for hyperscale tenants.

Infrastructure :

Specifically focused on solving the power-grid interface for large-scale

Utilizing modular data centers powered by “behind-the-meter” energy

sources, recently entering high-profile agreements to support AI startups like OpenAI.

Large-scale energy-tech partnerships, such as the Chevron, Engine No.

GE Vernova alliance, which aims to build “power foundries”—multi-gigawatt

co-located natural gas power plants and data centers.

believe our strategic pivot to onsite natural gas power generation addresses the immediate, critical need for baseload power for hyperscale

We believe our plan for onsite power offers us the following competitive advantages:

Time-to-Power :

By generating power on-site, we bypass the increasingly congested and

slow utility interconnection queues that hamper our larger, grid-dependent competitors.

Reliability :

Unlike intermittent renewable sources (solar/wind), our natural gas-fired

turbines and engine system will provide 24/7 “always-on” power required for the

relentless duty cycles of AI and large-scale Large Language Models (LLM) training.

of our current and potential competitors may have significant advantages over us, including greater name recognition, longer operating

histories, pre-existing relationships with current or potential customers, significantly greater financial, marketing and other resources,

ownership of more data centers and data centers that are more broadly distributed geographically, access to less expensive power, and

more robust interconnected hubs in certain geographic markets.

All of these potential advantages could allow competitors to respond more

quickly to new or changing opportunities.

In addition, once we are operational, if our competitors offer space, power and/or interconnection

services at rates below current market rates, or below the rates we are then charging our customers, we may lose potential customers

or be pressured to reduce our rental rates below those we are then charging or have modelled in order to retain customers when our customers’

leases expire.

a developer of data center infrastructure, we also compete for the services of key third-party service providers, including engineers

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development, increase the price of these properties and reduce the demand for data center space in the markets we seek to serve.

our intellectual property consists of the feasibility, assessment, industry benchmarking and shovel-ready site development plans that

have been completed for us by industry leading consulting firms over the last two plus years.

Our intellectual property portfolio will

grow as we complete the development of our onsite geothermal power production systems that will be vertically integrated with our ready-to-build-on,

clean-energy powered data center campus.

We intend to rely on a combination of patent, copyright, trademark and trade secret laws in

the United States and other jurisdictions, as well as contractual protections, to protect our proprietary technology, methods and offerings.

However, as of the date of this Report, we do not have any patents or registered trademarks.

cannot provide any assurance that our proprietary rights with respect to our onsite geothermal power production systems vertically-integrated

with our ready-to-build-on, clean-energy powered data center campus, and the services we will offer will be viable or have value in the

future since the validity, enforceability and type of protection of proprietary rights in these industries are uncertain and continuingly

our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our design, systems and services or

to obtain and use information that we regard as proprietary.

Policing unauthorized use of our designs and services is difficult, and

while we are unable to determine the extent to which piracy of our designs, systems and services will exist, intellectual piracy can

be expected to be a persistent problem.

In addition, the laws of some foreign countries do not protect proprietary rights to as great

an extent as do the laws of the United States, and effective copyright, trademark, trade secret and patent protection may not be available

in those jurisdictions.

Our means of protecting our proprietary rights may not be adequate to protect us from the infringement or misappropriation

of such rights by others.

in recent years, there has been significant litigation in the United States involving patents and other intellectual property rights

in the data center design, systems and service offerings and Internet-related data management industries.

We can become subject to intellectual

property infringement claims as the number of our competitors grows and our services overlap with competitive offerings.

These claims,

even if not meritorious, could be expensive to defend and could divert management’s attention from operating our business.

become liable to third parties for infringing their intellectual property rights, we could be required to pay a substantial award of

damages and to develop non-infringing design, systems and service offerings, obtain a license or cease providing the services that contain

the infringing intellectual property.

We may be unable to develop non-infringing data center design, systems and service offerings or

obtain a license on commercially reasonable terms, if at all.

federal and state regulations aimed at protecting ratepayers could significantly increase our cost of doing business.

In early 2026,

several legislative proposals were introduced at both the federal and state levels to address the surge in demand for more AI data centers.

We face emerging risks from:

● Moratoriums

and Siting Restrictions :

Concerns over grid reliability, noise, and water consumption

have led some counties and states to deny building permits or to enact moratoriums on large-scale

data center campuses.

● Sustainability

Regulations :

Stringent new sustainability standards and the devaluation of traditional

carbon offsets may impact our ability to meet environmental targets.

Sustainability regulations

are evolving rapidly.

strategic reliance on “Bring Your Own Power” (BYOP) and onsite power generation entails nascent operational risks and greater

capital intensity.

While BYOP offers a faster “time-to-power,” it introduces several critical risks:

Average construction costs for onsite-powered facilities have risen significantly,

contributing to a global infrastructure investment “supercycle” projected to

reach $3 trillion by 2030.

Deploying large-scale microgrids utilizing natural gas turbines, fuel cells, and

Battery Energy Storage Systems (BESS) involves complex engineering and integration risks

that may lead to operational downtime or higher-than-expected maintenance costs.

Chain Volatility :

The reliability of onsite power depends on a steady supply of natural

Any disruption to pipeline infrastructure or significant volatility in gas pricing could

materially impact our operating margins.

early 2026, the gas power generation equipment market is experiencing a robust upward cycle.

It is driven by a global shift away from

coal, the need to stabilize grids reliant on intermittent renewables, and a massive surge in electricity demand from AI and data centers.

Because of this demand,

Gas Generators (Industrial Gensets) are experiencing delivery times of 18 to 30 months.

While faster than utility-scale turbines, lead times for industrial-grade natural gas engines

(like those from Caterpillar) have roughly doubled since 2021.

Companies are increasingly

deploying “mobile gas turbines” as stopgap measures to get data centers online

while awaiting permanent equipment.

Infrastructure (Transformers & Switchgear), like generation equipment, due to market

demand, and other components, such as electrical generation and distribution systems, are

also experiencing lead times of 2+ years.

currently have three full-time employees, two of whom are our executive officers.

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However, in 2016 we

disposed of all of our real estate and other assets and continued operations as a public “shell” company.

On December 20,

2018, we changed our corporate name from RealSource Residential, Inc.

disposed of all of our real estate and other assets and on December 20, 2018, we changed our corporate name from RealSource Residential,

to CalEthos, Inc.

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mining industry.

In August 2021, in connection with a $3.5 million capital raise, our board of directors determined that we were no longer

a shell company, as defined in Rule 12b-2 of the Exchange Act.

During the development of our computer chip and system in Korea, we had

also developed a plan to build a large-scale, clean-energy powered, containerized, immersion-cooled data center operation in Southern

California to support the use of the systems we were developing for our company and for others.

However, following the decline of the

bitcoin market in early 2022, we decided to abandon our chip and system development efforts and we determined that we could develop a

profitable business by offering wholesale data center colocation services to a larger customer base of hyperscale and enterprise IT companies.

During the development of our computer chip and system in Korea, we had also developed a plan to build a large-scale,

clean-energy powered, containerized, immersion-cooled data center operation in Southern California to support the use of the systems

we were developing for our company and for others.

However, following the decline of the bitcoin market in early 2022, we decided to

abandon our chip and system development efforts and we determined that we could develop a profitable business by offering wholesale data

center colocation services to a larger customer base of hyperscale and enterprise IT companies, initially in Imperial County, California.

After optioning parcels of land in Imperial County and working with the Imperial County planning department and other local regulatory

agencies in seeking zoning changes and other required regulatory approvals required for the Company’s proposed data center campus,

it became evident by May 2025 that the Company’s timelines for the receipt of such approvals would not be met.

May 2025, we formed TerraVolt to meet the demand for sustainable, baseload, powered land and infrastructure solutions for large-scale

data centers development and end users.

We are currently focusing on acquiring properties in states in which onsite power production

utilizing natural gas fuel cells and turbines are allowed and in which we can acquire access to natural gas pipeline and capacity for

delivery within a reasonable timeframe.

are a smaller reporting company, as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business