What changed in this filing

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Item 1. Business

2025-04-02 compared with 2024-04-09 · 302 added, 202 removed, 65 unchanged (89% of the section changed)

are in the early stages of implementing our plan for the construction and operation of clean-energy-powered data centers to lease to

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

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.

Data 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.

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.

4 unchanged sentences

Data Centers .

These are built, owned and operated by companies and are optimized for their end users.

Most often they are housed

on the corporate campus.

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

company leases the equipment and infrastructure instead of buying it.

requiring data storage.

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

Colocation Data Centers .

In colocation (“colo”) data centers, a company rents space within a data center owned by others

and located off company premises.

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.

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 wholesale colocation segment of the data center services industry, which is focused

on providing data center space 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 businesses.

North America is the

most advanced region globally and data center services are in high demand.

planning for our initial data centers, we are in discussions with several large companies that would lease all or part of the data center

campus, with the intention of cultivating long-term strategic relationships with them once they become our customers and providing them

with solutions for their data center facilities and IT infrastructure requirements.

We initially intend to provide clean-energy powered

wholesale colocation space with flexibility for customers to scale for future growth.

As currently contemplated, our offerings will provide

clean energy power, flexibility, reliability and security delivered through a tailored, customer-service-focused platform 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 solutions that address their current and future

We expect that our facilities and construction design will allow us to offer flexibility in rack density and power resiliency,

and the opportunity for expansion as our customers’ needs grow.

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.

of Operations

of the filing of this Report, we have completed Phase I and entered into Phase II of our data center development plans.

In the initial

phase of our project, we signed an option agreement on March 30, 2023 to acquire 80 acres of commercially-zoned land in Imperial County,

California that is surrounded by nearby geothermal power plants and solar farms.

We believe this site is a unique location in that it

will provide us with a rare opportunity to acquire commercially-zoned land on which we can combine nearby direct clean geothermal/solar

energy with a 24/7 data center operation.

We believe 100% clean-energy-powered data centers are an important element in the ability of

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

commitments to have an ESG-compliant, clean digital footprint before 2030.

As a result, we believe the availability of nearby clean energy

for our Imperial County site will provide us a significant competitive advantage in the marketplace.

Phase I of our development plan, which we completed in December 2023, we contracted with leading data center advisory firms to complete

site, power and connectivity assessments, feasibility studies, engineering plans and project benchmarking.

Phase I of our plan included:

HDR 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 Imperial County site.

ZGlobal, 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,

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.

American 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.

Linesight, 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 plan 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 80-acre parcel

in Imperial County, California to support a 300-megawatt (MW) critical IT load data center campus of up to one million square feet of

rentable colocation space utilizing baseload geothermal and supplemental solar from local power producers.

Our site is industrial zoned,

approved for data center use and today has access to up to 500MW of clean energy that can be delivered to it through two separate highly-reliable

230kV high-voltage transmission lines.

the end of December 2023, we started Phase II of our data center development plan.

Phase II includes hiring additional staff and consultants

to complete environmental, health and safety and cyber security procedures and to develop a set of data center operating procedures to

meet customer pre-qualification requirements.

During this phase, we will also develop requests for proposals (RFPs) and contract packages

for contracting an engineering/design firm and general contractor.

In addition, we will ramp up our operating staff to support the infrastructure

and buildings design processes and the development of building plans and the permit packages.

We will also undertake and complete utility

studies, transmission planning, substation design and the next level of geotechnical testing.

the next few months, we plan to complete our negotiations with the local grid operator to deliver geothermal and solar power to our

Imperial County site directly from local producers and to have selected and contracted our architect/engineering firm and general

In addition, we expect that it will take three to six months to complete the necessary customer pre-qualifications and

basic infrastructure and building designs required to negotiate a letter of intent with a customer that will lease all or a

substantial portion of our planned data center capacity.

We are currently in discussions with a number of companies that are

interested in leasing wholesale colocation space under a long-term lease and we are entertaining build-to-suit arrangements with a

number of potential customers.

Based upon the interest we have received from potential customers, we expect that we will have a

letter of intent signed by the end of the second quarter or the beginning of the third quarter of 2024 t lease all or a substantial part of the development.

plan to start the design process for our initial data center in the beginning of May 2024 and to have plans and permit packages completed

by the end of 2024.

If those components of Phase II are completed as planned, we would then start the initial phase of construction in

January of 2025.

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

initial project, which management expects to be substantial.

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.

Data Center Industry

to a March 2023 report of Prescient & Strategic Intelligence Pvt.

Ltd., a market intelligence and consulting firm, the data

center industry is large and on pace to grow rapidly, from $263 billion in 2022 to over $602 billion in 2030 .

industry is not only large, but also very profitable.

According to Dgtl Infra LLC, a digital infrastructure advisory firm, the

larger data center developer/operator companies average 50% EBITDA on lease revenues.

Those that are publicly traded are valued at

an average of 25 times EBITDA .

key metric for the industry is the cost per kilowatt-of-power-per-month ($/kW/Mo.), which drives lease revenues.

According to the

Evercore Digital Infrastructure Sector Update for the third quarter of 2023 (the “Evercore Report”) of Evercore, a

leading global independent investment bank, hyperscale lease transactions (transactions involving the lease of 100MWs or more of

data center capacity) in the U.S.

are being consummated at $130/kW/Mo.

or higher vs.

$65-75 just three years ago, and some

wholesale colocation customers are paying as high as $165/kW/mo.

key metric in the data center industry is the kilowatt (kW) of power-per-data-center-rack (the density of power a cabinet of servers

or data storage systems consumes).

According to the Evercore Report, historically, this metric has averaged 8-10kW per rack over the

last ten years.

However, because of artificial intelligence (AI) and other high performance computing (HPC) requirements, data center

rack power densities are climbing upwards towards 100kW per rack.

These higher rack densities require liquid-cooled systems rather

than the conventional air-cooling methods that have been the standard for decades.

Based on an average rack density of 20-40kW per

rack, data center build costs over the last two to four years have averaged $10 to $15 million per megawatt.

However, today, because of the new power

and cooling requirements, build costs for data center developments are projected to be more in the range of $15 to $20 million per

a result of these changing dynamics, demand for data centers is intensive for both more facilities and greater power density.

Evercore Report it was noted that during the third quarter of 2023, every data center under construction was pre-leased two to five

years in advance of occupancy.

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

However, in the

Evercore Report, Evercore, noted that during the third quarter of 2023, on a nationwide basis, there was no availability

of contiguous data center capacity above 10MW, and only three blocks of 5 MWs were available.

To illustrate the power constraint,

today’s data center developments start in increments of 100MW, while mega-campuses of 1GW or more are being

meet the growing demands of the digital world, it is projected by McKinsey & Company that the industry will increase energy

consumption from 17GW today to over 35GW by 2030.

This projected increase in demand for power

has left data center developers and operators searching for electricity in any region with available power, land for construction

and sufficient network bandwidth .

second consideration is the environmental impact of power generation and use.

Sustainability regulations are projected to become more

difficult to meet, and it is expected that using renewable energy credits (RECs) to offset carbon footprints of conventional power sources

will no longer qualify.

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

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 developers, and public and private owners and operators of technology-related real estate and data

The key participants in the data center colocation market are Digital Realty, Equinix, CyrusOne, QTS, and, Vantage, Compass,

among many others.

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

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

9 unchanged sentences

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

to an abundance of reasonably-priced local baseload geothermal and supplemental solar energy to power a 24/7 data center operation, low-latency

connectivity to major market hubs, the various power distribution and cooling designs that we will employ to support a wide range of

data center racking densities, and our proximity to the Southern California market and the multitudes of companies utilizing high-performance

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.

a developer of clean-energy powered data center space, we also compete for the services of key third-party service providers, including

engineers and contractors with expertise in the development of data centers.

The competition for the services of specialized contractors

and other third-party providers required for the development of data centers is intense, increasing the cost of engaging such providers

and the risk of delays in completing our development projects.

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

and contractors with expertise in the development of onsite power production and data centers.

The competition for the services of specialized

contractors and other third-party providers required for the development of onsite power production data centers is intense, increasing

the cost of engaging such providers and the risk of delays in completing our development projects.

we face competition from real estate developers in our sector and in other industries for the acquisition of additional properties suitable

for data center development.

Such competition may reduce the number of properties available for acquisition or development, increase

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

intellectual property will consist of data center designs and systems for supporting, immersion and liquid cooled data center systems

that we will deploy for wholesale colocation services to hyperscale and enterprise IT customers.

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 service offerings and data center management systems.

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 data center designs, systems or services 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 evolving.

for power production and data center developments.

Such competition may reduce the number of properties available for acquisition or

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

19 unchanged sentences

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

currently have four employees, three of whom are our executive officers, and one of whom is our VP of Data Center Development.

our employees are represented by a collective bargaining agreement, and we have never experienced any work stoppage.

We believe we have

good relations with our employees.

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

None of our employees is represented by a collective

bargaining agreement, and we have never experienced any work stoppage.

We believe we have good relations with our employees.

History and Recent Developments

8 unchanged sentences

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

December 20, 2018, we changed our corporate name from RealSource Residential, Inc.

On December 20,

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

to CalEthos, Inc.

in connection with the implementation

of a plan for building a chain of large-format cannabis retail superstores to serve the needs of the rapidly-growing Southern California

Over the subsequent two-year period, management assembled a number of acquisitions for retail licenses, store leases and display

agreements with numerous cannabis brands as part of executing its business plan.

However, once the COVID 19 pandemic lockdowns hit in

early 2020 and Federal legalization of cannabis did not materialize after the 2020 elections, funding for cannabis-related businesses

became less available and by the end of 2020, we concluded it would be better to pursue other business opportunities for our public company.

After months of research, we determined there was a sizable opportunity to develop and manufacture high-performance computer systems

for the cryptocurrency mining industry.

In March 2021, we created a new business plan to develop a five nanometer ASIC chip and bitcoin

mining computer system in South Korea utilizing Samsung technology and foundry capacity.

August 2021, we hired an experienced chief technology officer from the chip industry to lead our product development and in

September 2021, we closed a convertible debt financing of $3.5 million to fund the initial phase of product development.

connection with such capital raise, our board of directors determined that we are no longer a shell company, as defined in Rule

12b-2 of the Securities Exchange Act of 1934, as amended (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.

early 2021, we determined there was a sizable opportunity to develop and manufacture high-performance computer systems for the cryptocurrency

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.

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