What changed in this filing

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Item 1. Financial Statements

2025-11-17 compared with 2025-08-15 · 495 added, 432 removed, 1253 unchanged (43% of the section changed)

3 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30,

CURRENT ASSETS

6 unchanged sentences

TOTAL CURRENT ASSETS

Crypto assets

Intangible assets, net

23 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS (continued)

September 30,

COMMITMENTS AND CONTINGENCIES

1 unchanged sentence

Preferred stock, $ 0.001 par value - 25,000,000 shares authorized;

2,294,869 and 2,029,450 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively (liquidation preference of $ 85,706,000 as of June 30, 2025)

2,296,188 and 2,029,450 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively (liquidation preference of $ 87,025,000 as of September 30, 2025)

Class A Common Stock, $ 0.001 par value – 500,000,000 shares authorized;

8,666,055 and 1,259,893 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively

130,594,602 and 1,259,893 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively

Class B Common Stock, $ 0.001 par value – 25,000,000 shares authorized;

4,993,751 and 4,998,597 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively

4,989,166 and 4,998,597 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively

Additional paid-in capital

18 unchanged sentences

AND COMPREHENSIVE LOSS

For the Three Months Ended

For the Six Months Ended June 30,

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

Revenue, crane operations

2 unchanged sentences

Revenue, lending and trading activities

( 9,763,000 )

Revenue, other

3 unchanged sentences

Cost of revenue, hotel and real estate operations

Cost of revenue, lending and trading activities

Cost of revenue, other

Total cost of revenue

Gross profit (loss)

( 3,788,000 )

Operating expenses

Research and development

Selling and marketing

General and administrative

Selling and marketing

Research and development

Impairment of property and equipment

13 unchanged sentences

Gain on conversion of investment in equity securities to marketable equity securities

(Loss) gain on extinguishment of debt

Gain (loss) on extinguishment of debt

( 3,432,000 )

1 unchanged sentence

( 1,958,000 )

Impairment of equity securities

( 6,266,000 )

(Loss) gain on deconsolidation of subsidiary

Gain on deconsolidation of subsidiary

Provision for loan losses, related party

1 unchanged sentence

(Loss) gain on the sale of fixed assets

Total other expense, net

( 1,291,000 )

Total other income (expense), net

( 7,208,000 )

6 unchanged sentences

( 57,402,000 )

Income tax benefit

Income tax provision

Net loss from continuing operations

8 unchanged sentences

( 58,228,000 )

( 28,589,000 )

Net (income) loss attributable to non-controlling interest

( 1,713,000 )

( 1,195,000 )

( 1,621,000 )

Net loss attributable to Hyperscale Data, Inc.

Net loss (income) attributable to non-controlling interest

Net loss attributable to Hyperscale Data

( 13,013,000 )

36 unchanged sentences

IN STOCKHOLDERS’ EQUITY

Three Months Ended June 30, 2025

Preferred Stock

Class A Common

Class B Common

Three Months Ended September 30, 2025

Comprehensive

Stockholders’

BALANCES, April 1, 2025

BALANCES, July 1, 2025

$ 692,584,000

$ ( 686,958,000 )

Issuance of Series G preferred stock, related party

Fair value of warrants issued in connection with Series G

preferred stock, related party

$ ( 131,000 )

Issuance of Series H preferred stock, related party

Issuance of Series B preferred stock for cash

Issuance of Series D preferred stock for cash

Class B common stock converted into Class A common stock

Stock-based compensation

Issuance of Class A common stock for cash

Financing cost in connection with sales of Class A common stock

( 1,248,000 )

Issuance of Class A common stock for conversion of debt

10 unchanged sentences

Series G preferred dividends ($23.24 per share)

Conversion of Series B preferred stock to common stock

Series H preferred dividends ($7.39 per share)

Conversion of Series B preferred stock to Class A common stock

Net income attributable to non-controlling interest

Deconsolidation of subsidiary

BALANCES, June 30, 2025

$ 692,584,000

BALANCES, September 30, 2025

$ 758,121,000

$ ( 702,214,000 )

The accompanying notes are an integral part of

these unaudited condensed consolidated financial statements.

The accompanying notes are

an integral part of these unaudited condensed consolidated financial statements.

HYPERSCALE DATA, INC.

2 unchanged sentences

IN STOCKHOLDERS’ EQUITY

Three Months Ended June 30, 2024

Preferred Stock

Class A Common

Three Months Ended September 30, 2024

A Common Stock

Comprehensive

Stockholders’

BALANCES, April 1, 2024

BALANCES, July 1, 2024

$ 660,071,000

2 unchanged sentences

$ ( 440,000 )

$ ( 30,571,000 )

Issuance of Series C preferred stock, related party for cash

Fair value of warrants issued in connection with Series C preferred stock, related

Fair value of warrants issued in connection with Series C preferred stock,

related party

Stock-based compensation

Issuance of Class A common stock for conversion of debt

Increase in ownership interest of subsidiary

Sale of subsidiary stock to non-controlling interests

Distribution to Circle 8 Crane Services, LLC (“Circle

8”) non-controlling interest

Distribution to Circle 8 Crane Services, LLC (“Circle 8”) non-controlling

Net loss attributable to Hyperscale Data

7 unchanged sentences

Foreign currency translation adjustments

Net loss attributable to non-controlling interest

Net income attributable to non-controlling interest

( 2,861,000 )

Net loss attributable to non-controlling interest of deconsolidated subsidiary

BALANCES, June 30, 2024

Deconsolidation of subsidiary

BALANCES, September 30, 2024

$ 661,644,000

3 unchanged sentences

$ ( 30,571,000 )

The accompanying notes are an integral part of

these unaudited condensed consolidated financial statements.

The accompanying notes are an integral part of these

unaudited condensed consolidated financial statements.

HYPERSCALE DATA, INC.

2 unchanged sentences

IN STOCKHOLDERS’ EQUITY

Six Months Ended June 30, 2025

Preferred Stock

Class A Common

Nine Months Ended September 30, 2025

A Common Stock

B Common Stock

Comprehensive

7 unchanged sentences

Issuance of Series G preferred stock, related party

Fair value of warrants issued in connection with Series G preferred stock, related

Fair value of warrants issued in connection with Series G preferred stock,

related party

Issuance of Series H preferred stock, related party

Issuance of Series B preferred stock for cash

2 unchanged sentences

Stock-based compensation

Issuance of Class A common stock for conversion of debt

Issuance of Class A common stock for cash

Financing cost in connection with sales of Class A common stock

( 1,248,000 )

Conversion of convertible notes payable to Class A common stock

Net loss attributable to Hyperscale Data

7 unchanged sentences

Series D preferred dividends ($2.69 per share)

( 1,333,000 )

Series E preferred dividends ($2.03 per share)

( 1,318,000 )

Series G preferred dividends ($44.32 per share)

Conversion of Series B preferred stock to common stock

Series H preferred dividends ($7.39 per share)

Conversion of Series B preferred stock to Class A common stock

Retirement of treasury stock

3 unchanged sentences

Deconsolidation of subsidiary

BALANCES, June 30, 2025

$ 692,584,000

BALANCES, September 30, 2025

$ 758,121,000

$ ( 702,214,000 )

The accompanying notes are an integral part of

these unaudited condensed consolidated financial statements.

The accompanying notes are an integral part of these

unaudited condensed consolidated financial statements.

HYPERSCALE DATA, INC.

2 unchanged sentences

IN STOCKHOLDERS’ EQUITY

Six Months Ended June 30, 2024

Preferred Stock

Class A Common Stock

Nine Months Ended September 30, 2024

A Common Stock

Comprehensive

6 unchanged sentences

Issuance of Series C preferred stock, related party for cash

Fair value of warrants issued in connection with Series C preferred stock, related party

Fair value of warrants issued in connection with Series C preferred stock,

related party

Stock-based compensation

17 unchanged sentences

Net income attributable to non-controlling interest

Distribution of securities of TurnOnGreen, Inc.

(“TurnOnGreen”) to Hyperscale Data Class A common stockholders ($2.02 per share)

( 2,469,000 )

Distribution of ROI investment in White River Energy Corp.

(“White River”) to ROI stockholders

( 2,469,000 )

Distribution of securities of TurnOnGreen, Inc.

(“TurnOnGreen”)

to Hyperscale Data Class A common stockholders ($2.02 per share)

( 4,900,000 )

Net loss attributable to non-controlling interest of deconsolidated subsidiary

Distribution of ROI investment in White River Energy Corp.

River”) to ROI stockholders

( 19,210,000 )

BALANCES, June 30, 2024

Deconsolidation of subsidiary

BALANCES, September 30, 2024

$ 661,644,000

3 unchanged sentences

$ ( 30,571,000 )

The accompanying notes are an integral part of

these unaudited condensed consolidated financial statements.

The accompanying notes are

an integral part of these unaudited condensed consolidated financial statements.

HYPERSCALE DATA, INC.

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months Ended June 30,

For the Nine Months Ended September 30,

Cash flows from operating activities:

2 unchanged sentences

Net loss from discontinued operations

( 2,996,000 )

Net loss from continuing operations

13 unchanged sentences

Proceeds from the sale of crypto assets

Realized gains on sale of marketable securities

( 7,463,000 )

Realized losses on non-marketable equity securities

Gain on conversion of investment in equity securities to marketable equity securities

4 unchanged sentences

Loss from investment in unconsolidated entity

Provision for loan losses

Gain on extinguishment of debt

Provision for loan losses, related party

Loss (gain) on extinguishment of debt

Gain on deconsolidation of subsidiary

1 unchanged sentence

( 2,350,000 )

( 1,122,000 )

Changes in operating assets and liabilities:

1 unchanged sentence

Accounts receivable

( 1,196,000 )

Prepaid expenses and other current assets

( 3,026,000 )

Accounts payable and accrued expenses

1 unchanged sentence

Lease liabilities

( 1,124,000 )

( 1,364,000 )

Net cash used in operating activities from continuing operations

10 unchanged sentences

( 4,762,000 )

Purchase of crypto assets

( 4,201,000 )

Cash decrease upon deconsolidation of subsidiary

1 unchanged sentence

( 1,498,000 )

Investments in non-marketable equity securities

Proceeds from the sale of fixed assets

Proceeds from sale of investments in common stock, related party

Investment in notes receivable, related party

Principal payments on loans receivable

Payments (disbursements) from notes receivable, related party

( 7,556,000 )

( 3,413,000 )

Principal payments on loans receivable

Payments from notes receivable, related party

Net cash used in investing activities from continuing operations

1 unchanged sentence

( 8,047,000 )

Net cash provided by investing activities from discontinued operations

Net cash used in investing activities from discontinued operations

( 3,799,000 )

Net cash used in investing activities

4 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months Ended June 30,

For the Nine Months Ended September 30,

Cash flows from financing activities:

1 unchanged sentence

Financing cost in connection with sales of Class A common stock

( 1,248,000 )

Proceeds from sales of Series B preferred stock

Proceeds from sales of Series D preferred stock

Proceeds from sales of Series C and Series G preferred stock and warrants, related party

Proceeds from sales of Series C preferred stock and warrants, related party

Proceeds from sales of Series G and Series H preferred stock and warrants, related party

Proceeds from subsidiaries’ sale of stock to non-controlling interests

5 unchanged sentences

Payments on convertible notes payable, related party

Proceeds from notes payable, related party

Payments on notes payable, related party

6 unchanged sentences

( 3,489,000 )

( 1,280,000 )

Net cash provided by financing activities from continuing operations

8 unchanged sentences

Less cash and cash equivalents and restricted cash of discontinued operations at end of period

( 3,282,000 )

Cash and cash equivalents and restricted cash of continued operations at end of period

11 unchanged sentences

Recognition of new operating lease right-of-use assets and lease liabilities

Remeasurement of Ault Disruptive Technologies Corporation temporary equity

Notes payable exchanged for convertible notes payable

5 unchanged sentences

Hyperscale Data, Inc.

Delaware corporation (“Hyperscale Data” or the “Company”).

Through its wholly owned subsidiary Sentinum, Inc.,

Hyperscale Data owns and operates a data center at which it mines digital assets and offers colocation and hosting services for the emerging

artificial intelligence (“AI”) ecosystems and other industries.

Hyperscale Data’s other wholly owned subsidiary, Ault

Capital Group, Inc.

(“ACG”), is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive

technologies, including an AI software platform, social gaming platform, equipment rental services, defense/aerospace, industrial, automotive

and hotel operations.

In addition, ACG is actively engaged in providing private credit and structured finance through a licensed lending

Data” or the “Company”) is a Delaware corporation that operates as an artificial intelligence (“AI”) data

center company anchored by Bitcoin.

Through its wholly owned subsidiary, Sentinum, Inc., the Company owns and operates a large-scale data

center platform that integrates AI compute infrastructure with Bitcoin mining operations under a unified, parallel compute model.

hybrid architecture enables Hyperscale Data to generate compute power for enterprise AI workloads through NVIDIA graphic processing unit

clusters, while also operating high-efficiency Bitcoin mining systems that contribute to the Bitcoin network and the Company’s growing

digital asset treasury.

Through its other wholly owned

subsidiary, Ault Capital Group, Inc.

(“ACG”), the Company currently holds a portfolio of diversified businesses and strategic

investments spanning commercial lending and trading, hotel operations, crane rental, AI-driven software and gaming platforms, and commercial

The Company anticipates completing the planned divestiture of ACG in 2026, at which time Hyperscale Data expects to operate

as a focused AI data center and Bitcoin infrastructure company.

The Company has the following

10 unchanged sentences

real estate holdings.

LIQUIDITY AND FINANCIAL

of June 30 , 2025, the Company had cash and cash equivalents of $ 5.9 million (excluding restricted

cash of $ 21.3 million), negative working capital of $ 139.4 million and a history of net operating losses.

The Company has financed

its operations principally through issuances of convertible debt, promissory notes and equity securities.

These factors create

substantial doubt about the Company’s ability to continue as a going concern for at least one year after the date that these condensed

consolidated financial statements are issued.

The condensed consolidated

financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

the condensed consolidated financial statements have been prepared based on the assumption that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.

In making this assessment

management performed a comprehensive analysis of the Company’s current circumstances, including its financial position, cash flow

and cash usage forecasts, as well as obligations and debts.

Although management has a long history of successful capital raises, the analysis

used to determine the Company’s ability as a going concern does not include cash sources beyond the Company’s direct control

that management expects to be available within the next 12 months.

Management expects that the

Company’s existing cash and cash equivalents, accounts receivable and marketable securities as of June 30, 2025, will not be sufficient

to enable the Company to fund its anticipated level of operations through one year from the date these financial statements are issued.

Management anticipates raising additional capital through the private and public sales of the Company’s equity or debt securities

and selling its crypto assets, or a combination thereof.

Although management believes that such capital resources will be available, there

can be no assurances that financing will be available to the Company when needed in order to allow the Company to continue its operations,

or if available, on terms acceptable to the Company.

If the Company does not raise sufficient capital in a timely manner, among other

things, the Company may be forced to delay, curtail or cease its operations altogether.

LIQUIDITY AND FINANCIAL CONDITION

of September 30 , 2025, the Company had cash and cash equivalents of $ 24.8

million (excluding restricted cash of $ 22.8 million)

and negative working capital of $ 89.4 million .

The Company has historically financed its operations through the issuance of convertible debt, promissory notes and equity securities.

The Company’s working

capital position improved from negative $ 157.1 million at December 31, 2024 to negative $ 89.4 million at September 30, 2025, and was further

strengthened subsequent to September 30, 2025, through the sale of 172.7 million shares of Class A common stock pursuant to the 2025 “At-the-Market”

(“ATM”) offering for gross proceeds of $ 86.2 million and the sale of 8,500 shares of its Series B Convertible Preferred Stock

for gross proceeds of approximately $ 8.5 million.

These capital raises, together with the conversion of $ 2.3 million in aggregate principal

and accrued interest of existing convertible debt into Class A common stock, have enhanced liquidity, reduced debt obligations and provided

additional capital to support ongoing operations and planned growth initiatives.

In connection with the preparation

of these financial statements, management performed an analysis of the Company’s financial position and working capital projections

for at least the next twelve months following the issuance of these financial statements.

Based on this analysis, and considering the

proceeds received from recent financing activities, management believes that the Company’s available liquidity, including cash raised

subsequent to September 30, 2025, will be sufficient to meet its obligations and fund its operations for at least one year from the date

these condensed consolidated financial statements are issued.

Accordingly, management has concluded that these financings alleviate the

substantial doubt about the Company’s ability to continue as a going concern.

Management will continue to monitor the Company’s

liquidity position and market conditions and may seek additional financing as necessary to support operations and future growth initiatives.

OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

11 unchanged sentences

Exchange Commission (the “SEC”) on April 15, 2025.

The condensed consolidated balance sheet as of December 31, 2024 was

derived from the Company’s audited 2024 financial statements contained in the above referenced 2024 Annual Report.

Results of the

three and six months ended June 30 , 2025, are not necessarily indicative of the results to

be expected for the full year ending December 31, 2025.

Period Revision - Statement of Cash Flows

the six months ended June 30 , 2025, the Company disclosed the borrowings of lines of credit

and repayments of lines of credit as separate line items within notes payable activity of the financing activities section of the consolidated

statement of cash flows.

The Company has corrected these line items for the six months ended June 30 ,

2024 for comparability purposes.

The condensed consolidated balance sheet as of December 31, 2024

was derived from the Company’s audited 2024 financial statements contained in the above referenced 2024 Annual Report.

of the three and nine months ended September 30, 2025, are not necessarily indicative of the results to be expected for the full year

ending December 31, 2025.

Significant Accounting

have been no material changes to the Company’s significant accounting policies previously disclosed in the 2024 Annual Report.

than as noted below, there have been no material changes to the Company’s significant accounting policies previously disclosed in

the 2024 Annual Report.

Crypto Assets

during the three months ended September 30, 2025, the Company began holding Bitcoin for long-term investment purposes as a Bitcoin investment

approach, retaining all Bitcoin mined in its operations, and making strategic open market purchases of Bitcoin.

As a result, Bitcoin crypto

assets are included in non-current assets on the condensed consolidated balance sheet due to the Company’s intent to retain and

hold Bitcoin.

Reclassifications

prior period amounts have been reclassified for comparative purposes to conform to the current-period financial statement presentation.

including the discontinued operations presentation of Gresham Worldwide, Inc.

These reclassifications had no effect

on previously reported results of operations.

Recent Accounting Pronouncements

2 unchanged sentences

When it is determined that a new accounting pronouncement may affect

the Company’s financial reporting, the Company undertakes an analysis to determine any required changes to its condensed consolidated

financial statements.

the Company’s financial reporting, the Company undertakes an analysis to determine whether any required changes should be made to

its condensed consolidated financial statements.

On December 14, 2023, the

20 unchanged sentences

The Company is currently evaluating the impact of adopting the standard.

DECONSOLIDATION OF SUBSIDIARIES AND

GIGA DISCONTINUED OPERATIONS

DECONSOLIDATION OF SUBSIDIARIES AND GRESHAM WORLDWIDE, INC.

DISCONTINUED OPERATIONS

Deconsolidation of Avalanche International

March 28, 2025, AVLP, formerly a majority-owned subsidiary of the Company, filed a voluntary petition for liquidation under Chapter 7 of the U.S.

March 28, 2025, AVLP, formerly a majority-owned subsidiary of the Company, filed a voluntary petition for liquidation under Chapter 7

Bankruptcy Code.

As a result of the filing, AVLP became subject to the control of the bankruptcy court, and the Company no longer maintained

a controlling financial interest.

As a result of the filing, AVLP became subject to the control of the bankruptcy court, and the Company no

longer maintained a controlling financial interest.

Accordingly, the Company deconsolidated AVLP effective as of the petition date.

In connection with the

deconsolidation, the Company recognized a gain of $ 10.0 million, which is included in the condensed consolidated statement of operations

for the six months ended June 30, 2025.

The Company evaluated the criteria for discontinued operations and determined that the operations

of AVLP did not meet the requirements for such classification.

Deconsolidation of Eco Pack Technologies Limited

April 16, 2025, Eco Pack, formerly a majority-owned subsidiary of the Company, filed a voluntary liquidation under the insolvency regulations in

connection with the deconsolidation, the Company recognized a gain of $ 10.0 million, which is included in the condensed consolidated statement

of operations for the nine months ended September 30, 2025.

The Company evaluated the criteria for discontinued operations and determined

that the operations of AVLP did not meet the requirements for such classification.

Deconsolidation of Eco Pack Technologies

Limited (“Eco Pack”)

April 16, 2025, Eco Pack, formerly a majority-owned subsidiary of the Company, filed a voluntary liquidation under the insolvency regulations

As a result of the filing, the Company no longer maintained a controlling financial interest.

2 unchanged sentences

In connection with the deconsolidation, the Company recognized a loss of $ 0.4 million, which

is included in the condensed consolidated statement of operations for the six months ended June 30, 2025.

The Company evaluated the criteria

for discontinued operations and determined that the operations of Eco Pack did not meet the requirements for such classification.

is included in the condensed consolidated statement of operations for the nine months ended September 30, 2025.

The Company evaluated

the criteria for discontinued operations and determined that the operations of Eco Pack did not meet the requirements for such classification.

Deconsolidation of a Subsidiary of ROI

the three months ended September 30, 2025, the Company recognized a gain of $ 2.7 million in connection with the bankruptcy proceedings

for a subsidiary of ROI.

The Company deconsolidated the subsidiary as it determined that it no longer maintained a controlling financial

interest in the subsidiary of ROI.

The gain recognized reflects the derecognition of the subsidiary’s remaining assets, liabilities,

and equity balances.

The Company evaluated the criteria for discontinued operations and determined that the operations of the subsidiary

did not meet the requirements for such classification.

Presentation of GIGA as Discontinued Operations

3 unchanged sentences

The Company assessed the inherent uncertainties

associated with the outcome of the Chapter 11 reorganization process and the anticipated duration thereof, and concluded that it was appropriate

to deconsolidate GIGA and its subsidiaries effective on the petition date.

associated with the outcome of the Chapter 11 reorganization process and the anticipated duration thereof, and concluded that it was

appropriate to deconsolidate GIGA and its subsidiaries effective on the petition date.

connection with the Chapter 11 reorganization process, the Company concluded that the operations of GIGA met the criteria for discontinued

7 unchanged sentences

For the Three

June 30, 2024

September 30, 2024

Revenue, products

5 unchanged sentences

Total operating expenses

Income (loss) from operations

Loss from operations

( 1,261,000 )

( 4,293,000 )

Other income (expense):

3 unchanged sentences

Total other expense, net

( 1,207,000 )

Income (loss) before income taxes

Loss before income taxes

( 4,361,000 )

Income tax provision (benefit)

Net income (loss)

Income tax benefit

( 4,346,000 )

5 unchanged sentences

Schedule of statement of cash flows

For the Six Months

Ended June 30, 2024

For the Nine Months

Ended September 30,

Cash flows from operating activities:

9 unchanged sentences

Prepaid expenses and other current assets

( 1,516,000 )

Lease liabilities

4 unchanged sentences

Purchase of property and equipment

Cash contributions from parent

Net cash provided by investing activities

Cash decrease upon deconsolidation

( 3,550,000 )

Net cash used in investing activities

( 3,799,000 )

Cash flows from financing activities:

1 unchanged sentence

Net cash provided by financing activities

Cash contributions from parent

Effect of exchange rate changes on cash and cash equivalents

7 unchanged sentences

The following tables summarize

disaggregated customer contract revenues and the source of the revenue for the three and six months ended June 30, 2025 and 2024.

from lending and trading activities included in consolidated revenues were primarily interest, dividend and other investment income, which

are not considered to be revenues from contracts with customers under GAAP.

disaggregated customer contract revenues and the source of the revenue for the three and nine months ended September 30, 2025 and 2024.

Revenues from lending and trading activities included in consolidated revenues were primarily interest, dividend and other investment

income, which are not considered to be revenues from contracts with customers under GAAP.

Revenue is presented by reportable segment.

Co.” column includes revenue that is not allocated to a specific reportable segment but is generated within the holding company

The “Holding Co.” column includes revenue that is not allocated to a specific reportable segment but is generated within the

holding company entity.

While not a separate reportable segment, Holding Co.

is included in the table below to reconcile the segments to total consolidated

is included in the table below to reconcile the segments

to total consolidated revenue.

The Company’s disaggregated

revenues consisted of the following for the three months ended June 30, 2025:

revenues consisted of the following for the three months ended September 30, 2025:

Schedule of disaggregated revenues

1 unchanged sentence

North America

Middle East and other

Revenue from contracts with customers

13 unchanged sentences

The Company’s disaggregated

revenues consisted of the following for the six months ended June 30, 2025:

revenues consisted of the following for the nine months ended September 30, 2025:

Primary Geographical Markets

16 unchanged sentences

The Company’s disaggregated

revenues consisted of the following for the three months ended June 30, 2024:

revenues consisted of the following for the three months ended September 30, 2024:

Primary Geographical Markets

3 unchanged sentences

Revenue, lending and trading activities (North America)

( 9,763,000 )

Total revenue

$ ( 9,763,000 )

Major Goods or Services

5 unchanged sentences

Revenue, lending and trading activities

( 9,763,000 )

Total revenue

$ ( 9,763,000 )

Timing of Revenue Recognition

3 unchanged sentences

The Company’s disaggregated

revenues consisted of the following for the six months ended June 30, 2024:

revenues consisted of the following for the nine months ended September 30, 2024:

Primary Geographical Markets

4 unchanged sentences

Total revenue

$ ( 664,000 )

Major Goods or Services

6 unchanged sentences

Total revenue

$ ( 664,000 )

Timing of Revenue Recognition

4 unchanged sentences

following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis by level within

the fair value hierarchy at June 30, 2025 (no material financial instruments were measured at fair value on a recurring basis at

the fair value hierarchy at September 30, 2025 (no material financial instruments were measured at fair value on a recurring basis at

December 31, 2024):

Fair value, assets measured on recurring basis

Fair Value Measurement at June 30, 2025

Fair Value Measurement at September 30, 2025

Embedded conversion feature liabilities

7 unchanged sentences

The changes in Level 3 fair

value hierarchy during the three and six months ended June 30, 2025 and 2024 were as follows:

value hierarchy during the three and nine months ended September 30, 2025 and 2024 were as follows:

Schedule of changes in fair value hierarchy

2 unchanged sentences

at End of Period

Six months ended June 30, 2025

Nine months ended September 30, 2025

Embedded conversion feature liabilities

$ ( 133,000 )

Level 3 Balance

at Beginning of

Level 3 Balance

$ ( 3,098,000 )

at End of Period

Six months ended June 30, 2024

Nine months ended September 30, 2024

Warrant liabilities

$ ( 669,000 )

Embedded conversion feature liabilities

$ ( 910,000 )

Level 3 Balance

at Beginning of

Level 3 Balance

at End of Period

Three months ended June 30, 2025

Three months ended September 30, 2025

Embedded conversion feature liabilities

$ ( 795,000 )

Level 3 Balance

at Beginning of

Level 3 Balance

$ ( 1,824,000 )

at End of Period

Three months ended June 30, 2024

Three months ended September 30, 2024

Warrant liabilities

$ ( 570,000 )

Embedded conversion feature liabilities

$ ( 155,000 )

CRYPTO ASSETS

The following table presents

revenue from mined crypto assets for the three and six months ended June 30, 2025 and 2024:

revenue from mined crypto assets for the three and nine months ended September 30, 2025 and 2024:

Schedule of revenue from crypto assets

For the Three Months Ended

For the Six Months Ended

For the Nine Months Ended

September 30,

Revenue from mined crypto assets at Sentinum owned and operated facilities

2 unchanged sentences

The following table presents

the activities of the crypto assets (included in prepaid expenses and other current assets) for the three months ended June 30, 2025 and

the activities of the crypto assets for the nine months ended September 30, 2025 and 2024:

Schedule of activities of the crypto assets

For the Six Months Ended

For the Nine Months Ended

September 30,

Balance at January 1

Additions of mined crypto assets

Purchases of crypto assets

Sale of crypto assets

1 unchanged sentence

( 20,038,000 )

Balance at June 30

Balance at September 30

PROPERTY AND EQUIPMENT, NET

At June 30, 2025 and December

31, 2024, property and equipment consisted of:

At September 30, 2025 and

December 31, 2024, property and equipment consisted of:

Schedule of property and equipment

June 30, 2025

September 30, 2025

December 31, 2024

13 unchanged sentences

For the Three Months Ended

For the Six Months Ended

For the Nine Months Ended

September 30,

Depreciation expense

INTANGIBLE ASSETS, NET

At June 30, 2025 and December 31, 2024,

At September 30, 2025 and December 31,

2024, intangible assets consisted of:

Schedule of intangible asset

June 30, 2025

September 30, 2025

December 31, 2024

11 unchanged sentences

For the Three Months Ended

For the Six Months Ended

For the Nine Months Ended

September 30,

Amortization expense

of June 30, 2025, intangible assets subject to amortization have an average remaining useful life of 6.6 years.

of September 30, 2025, intangible assets subject to amortization have an average remaining useful life of 6.6 years.

The following

5 unchanged sentences

(“Alzamend”), Ault & Company, Inc.

(“Ault & Company”) and GIGA at June 30, 2025 and December 31,

(“Ault & Company”) and GIGA at September 30, 2025 and December

31, 2024, were comprised of the following:

2 unchanged sentences

Schedule of investment

Promissory note and accrued interest receivable, Ault & Company, in default

September 30,

Promissory note and accrued interest receivable, Ault & Company

December 31, 2024

Promissory note and accrued interest receivable, GIGA

Promissory notes and accrued interest receivable, GIGA

In bankruptcy

1 unchanged sentence

Total investment in promissory notes and other, related parties

Exit Financing Convertible Note

On September 26, 2025, the Company, through Ault Lending,

entered into a loan and security agreement (the “Loan Agreement”) with GIGA, pursuant to which Ault Lending agreed to loan

GIGA up to $ 10.0 million (the “Loan”), subject to the terms and conditions of the Loan Agreement.

The Loan, which is evidenced

by the issuance by GIGA of a15% Senior Secured Original Issue Discount Convertible Promissory Note (the “GIGA Note”) in the

original principal amount of $ 11.0 million, was to be funded in three tranches.

The first tranche, in an amount of $6.5 million, was funded

on September 30, 2025, and the remaining tranches, totaling $3.5 million, are expected to be funded pursuant to the terms of the Loan

The GIGA Note, which matures on November 15, 2028 , was issued as part of GIGA’s confirmed Chapter 11 plan of reorganization

and is secured by substantially all of GIGA’s assets.

The GIGA Note is convertible into shares of GIGA common stock at a conversion

price equal to the greater of (i) $0.10 per share (the “GIGA Floor Price”), which GIGA Floor Price shall not be adjusted for

stock dividends, stock splits, stock combinations and other similar transactions and (ii) the lesser of a 5% premium to the volume weighted

average price during the five trading days immediately prior to the trading day immediately preceding the date of conversion into shares

of common stock or $1.00.

Summary of interest income,

2 unchanged sentences

For the Three Months Ended

For the Six Months Ended

For the Nine Months Ended

September 30,

Interest income, related party

8 unchanged sentences

Schedule of investment in common stock

Investments in Common Stock, Related Parties at June 30, 2025

Investments in Common Stock, Related Parties at September 30, 2025

Gross Unrealized Losses

10 unchanged sentences

The following tables summarize

the changes in the Company’s investments in Alzamend common stock during the three months ended June 30, 2025 and 2024:

the changes in the Company’s investments in Alzamend common stock during the three months ended September 30, 2025 and 2024:

Schedule of investment in warrants and common stock

For the Three Months Ended June 30,

Balance at April 1

Investment in common stock of Alzamend

For the Three Months Ended September 30,

Balance at July 1

Conversion of Alzamend series B convertible preferred stock to common stock

Sale of Alzamend common stock

Realized loss in common stock of Alzamend

Unrealized gain (loss) in common stock of Alzamend

Balance at June 30

( 1,268,000 )

Realized gain in common stock of Alzamend

Unrealized loss in common stock of Alzamend

Balance at September 30

The following tables summarize

the changes in the Company’s investments in Alzamend common stock during the six months ended June 30, 2025 and 2024:

For the Six Months Ended June 30,

the changes in the Company’s investments in Alzamend common stock during the nine months ended September 30, 2025 and 2024:

For the Nine Months Ended September 30,

Balance at January 1

Investment in common stock of Alzamend

Conversion of Alzamend series B convertible preferred stock to common stock

Sale of Alzamend common stock

( 1,274,000 )

Realized loss in common stock of Alzamend

Unrealized gain (loss) in common stock of Alzamend

Balance at June 30

Balance at September 30

Ault Lending, LLC (“Ault Lending”)

1 unchanged sentence

Schedule of investment in warrants and preferred stock

September 30,

Investment in Alzamend preferred stock

4 unchanged sentences

for a total purchase price of $2.1 million.

During the nine months ended

September 30, 2025, Ault Lending converted a portion of its Alzamend Series B convertible preferred stock into Alzamend common stock,

which resulted in the reduction of the carrying amount of the investment from $ 2.1 million at December 31, 2024 to $ 0.8 million at

September 30, 2025.

The Company has elected to

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cost and adjusted for observable price changes and impairments.

Ault, Horne and Nisser

are each paid $ 50,000 annually by Alzamend.

Horne and Nisser are

each paid $ 50,000 annually by Alzamend.

Ault is paid $ 25,000 annually by Alzamend.

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Other current liabilities at June 30,

Other current liabilities at September

30, 2025 and December 31, 2024 consisted of:

Schedule of other current liabilities

September 30,

Accounts payable

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River as contemplated by a registration statement previously filed by White River.

During the six months ended

June 30, 2024, ROI transferred 12.0 million shares of White River common stock with a fair value of $19.2 million at the date of transfer

to certain of its accredited investors to resolve the matters discussed above.

During the nine months ended

September 30, 2024, ROI transferred 12.0 million shares of White River common stock with a fair value of $19.2 million at the date of

transfer to certain of its accredited investors to resolve the matters discussed above.

In conjunction with the transfers

to non-controlling interests, ROI converted a portion of its White River Series A convertible preferred stock into common stock

and recorded a non-cash $ 17.9 million gain on conversion.

to non-controlling interests, ROI converted a portion of its White River Series A convertible preferred stock into common stock and recorded

a non-cash $ 17.9 million gain on conversion.

NOTES PAYABLE

Notes payable at June 30,

Notes payable at September

30, 2025 and December 31, 2024, were comprised of the following:

Schedule of notes payable

September 30,

AGREE secured construction loans, in default

March 31, 2026

Circle 8 revolving credit facility

8 cranes with a book value of $27.7 million

Circle 8 cranes with a book

value of $26.2 million

December 16, 2025

Circle 8 equipment financing notes

8 equipment with a book value of $3.8 million

15, 2025 through June 15, 2027

Circle 8 equipment with

a book value of $3.4 million

17, 2025 through July

15% term notes, in default

October 31, 2024

ROI promissory note, in default

7 unchanged sentences

Notes payable – long-term portion

(1) Includes forbearance and extension fees and original issue discount (“OID”) costs that are

amortized to interest expense over the life of the notes.

Amendment to AGREE Secured Construction

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make timely interest payments per the amended payment terms.

Gain on Extinguishment of ROI Note Payable

the three months ended September 30, 2025, the Company recognized a gain on extinguishment of debt of $ 1.1 million related to the pay-off

of an ROI note payable.

Notes Payable Maturities

1 unchanged sentence

Company’s notes payable, assuming the exercise of all extensions that are exercisable solely at the Company’s option, as of

June 30, 2025 were:

September 30, 2025 were:

Schedule of maturities

3 unchanged sentences

For the Three Months Ended

For the Six Months Ended

For the Nine Months Ended

September 30,

Contractual interest expense

4 unchanged sentences

Notes payable, related party

at June 30, 2025 and December 31, 2024, were comprised of the following:

at September 30, 2025 and December 31, 2024, were comprised of the following:

Schedule of interest expense, related party

Interest rate

June 30, 2025

September 30, 2025

December 31, 2024

Ault & Company demand promissory note

Notes from officers - TurnOnGreen, in default

4 unchanged sentences

For the Three Months Ended

For the Six Months Ended

For the Nine Months Ended

September 30,

Interest expense, related party

Ault & Company

On September 9, 2025, the

Company executed a Demand Promissory Note (the “Note”) in favor of Ault & Company to formalize prior advances and loans

previously provided by Ault & Company.

The Note has an original principal balance of $ 4.0 million, bears interest at 9.5 % per annum,

and is payable upon demand.

The Note is unsecured.

CONVERTIBLE NOTES

Convertible notes payable at June 30, 2025 and

December 31, 2024, were comprised of the following:

Convertible notes payable at September 30, 2025

and December 31, 2024, were comprised of the following:

Schedule of convertible notes payable

Conversion price per

Interest rate

June 30, 2025

December 31, 2024

September 30,

SJC Lending, LLC (“SJC”) convertible promissory note

4 unchanged sentences

April 27, 2024

Orchid Finance LLC (“Orchid”) convertible promissory notes, in default

75% of 5-day VWAP

June 30, 2025

20% original issue discount (“OID”) convertible promissory notes

80% of 5-day VWAP

September 30, 2025

10% OID convertible promissory note

8 unchanged sentences

Fair value of embedded conversion options

Total convertible notes payable

unamortized debt discounts

Total convertible notes payable, net of financing cost, long-term

6 unchanged sentences

Convertible Promissory Notes

February 5, 2025, the Company entered into an exchange agreement with an institutional investor, pursuant to which the Company issued

to the investor a convertible promissory note in the principal face amount of $ 1.9 million (the “February 2025 Convertible Note”),

in exchange for the cancellation of an outstanding term note the Company issued to the investor in April 2024.

That note had an outstanding

principal amount and accrued but unpaid interest of $ 1.9 million.

The February 2025 Convertible Note accrued interest at the rate of 15 %

February 5, 2025, the Company entered into an exchange agreement with an institutional investor (“Orchid”), pursuant to which

the Company issued to the investor a convertible promissory note in the principal face amount of $ 1.9 million (the “February 2025

Convertible Note”), in exchange for the cancellation of an outstanding term note the Company issued to the investor in April 2024.

That note had an outstanding principal amount and accrued but unpaid interest of $ 1.9 million.

The February 2025 Convertible Note accrued

interest at the rate of 15 % per annum.

The February 2025 Convertible Note was to mature on May 5, 2025 .

The February 2025 Convertible Note was convertible into shares

of Class A common stock at a fixed conversion price of $ 4.00 per share.

The February 2025 Convertible

Note was convertible into shares of Class A common stock at a fixed conversion price of $ 4.00 per share.

March 14, 2025, the Company entered into an exchange agreement with an institutional investor pursuant to which we issued to the investor

6 unchanged sentences

interest at 18 % per annum.

The note will mature on June 30, 2025 .

The note matured on June 30, 2025 .

The note is convertible into shares of Class A common stock at a conversion

14 unchanged sentences

The note was issued with an OID of 10%.

the three months ended September 30, 2025, the outstanding principal and accrued interest under the Orchid convertible promissory notes

were fully converted into shares of the Company’s Class A common stock, and no balance remained outstanding as of September 30,

Convertible Promissory Note

11 unchanged sentences

Note, pursuant to which the maturity date of the A&R Forbearance Note was extended until June 30, 2025.

the nine months ended September 30, 2025, the outstanding principal and accrued interest under the A&R Forbearance Note were fully

converted into shares of the Company’s Class A common stock, and no balance remained outstanding as of September 30, 2025.

Convertible Promissory Note

19 unchanged sentences

rate increases to 20 % per annum.

The notes mature on September 30, 2025.

notes are convertible into Class A common stock at any time at a conversion price equal to the greater of (i) the Floor Price and (ii)

notes were convertible into Class A common stock at any time at a conversion price equal to the greater of (i) the Floor Price and (ii)

80% of the lowest closing price of the Class A common stock during the five trading days immediately prior to the date of conversion.

1 unchanged sentence

The notes were issued with

an original issue discount of 20%.

Company identified embedded derivative features within certain convertible promissory notes issued during the six months ended June 30,

an OID of 20%.

the nine months ended September 30, 2025, approximately $ 3.4 million of the outstanding balance under the notes was converted into shares

of the Company’s Class A common stock, and the remaining $1.6 million was repaid in cash.

As a result, no balance remained outstanding

under the notes as of September 30, 2025.

Company identified embedded derivative features within certain convertible promissory notes issued during the nine months ended September

30, 2025, that required bifurcation and separate accounting as derivative liabilities under Accounting Standards Codification (“ASC”)

12 unchanged sentences

Weighted Average at

June 30, 2025

September 30, 2025

Valuation technique

12 unchanged sentences

of Convertible Notes

the six months ended June 30, 2025, principal, accrued and unpaid interest of $ 11.3 million were converted into 4.9 million shares

of Class A common stock of the Company.

Loss on Extinguishment of Convertible Notes

the six months ended June 30, 2025, the Company recognized a total net loss on extinguishment of convertible notes of $ 4.6 million.

amount includes:

the nine months ended September 30, 2025, principal, accrued and unpaid interest of $ 19.3 million was converted into 10.0 million

shares of Class A common stock of the Company.

Gain (Loss) on Extinguishment of Convertible

the nine months ended September 30, 2025, the Company recognized a total net loss on extinguishment of convertible notes of $ 4.6 million.

This amount includes:

· A gain of $0.3 million resulting from the conversion of $0.7 million of convertible notes into 0.2 million

17 unchanged sentences

was recognized.

Principal maturities of the

Company’s convertible notes payable, assuming the exercise of all extensions that are exercisable solely at the Company’s

option, as of June 30, 2025 were:

Schedule of contractual maturities

2025 (remainder)

COMMITMENTS AND CONTINGENCIES

8 unchanged sentences

Of the total commitments, approximately $ 8.8

million was expensed during the three months ended June 30, 2025.

million was expensed during the nine months ended September 30, 2025.

Contingencies

16 unchanged sentences

being a loss and the estimated amount of a loss related to such matters.

Arena Litigation

Arena Investors, LP (ROI Litigation)

On May 30, 2024, Arena Investors

LP (“Arena”), in its capacity as collateral agent for five noteholders, filed a Complaint (the “ROI Complaint”)

in the Supreme Court of the State of New York, County of New York against the Company and ROI, in action captioned Arena Investors,

LP (“Arena”), in its capacity as collateral agent for five noteholders, filed a filed a Complaint (the “Complaint”)

in the Supreme Court of the State of New York, County of New York against the Company and ROI, in an action captioned Arena Investors

Ault Alliance, Inc.

and RiskOn International, Inc.

This litigation relates to

the $ 4.2 million ROI senior secured convertible note disclosed in Note 26.

The ROI Complaint asserts

a cause of action for breach of contract against the Company based on a Guaranty, dated April 27, 2023, and entered into, amongst others,

the Company and Arena, and seeks damages in the amount of in excess of $ 3.75 million, plus interest, attorneys’ fees, costs, expenses,

and disbursements.

The ROI Complaint also asserts

The Complaint asserts a cause

of action for breach of contract against the Company based on a Guaranty, dated April 27, 2023, and entered into, amongst others, the

Company and Arena, and seeks damages in an amount in excess of $ 3,750,000 , plus interest, attorneys’ fees, costs, expenses, and

disbursements.

The Complaint also asserts

a cause of action for breach of contract against ROI based on an alleged breach of that certain Security Agreement, dated April 27, 2023,

3 unchanged sentences

On July 31, 2024, the Company

and ROI filed a motion to dismiss seeking to partially dismiss the ROI Complaint, as against the Company, and to dismiss the ROI Compliant,

in its entirety, as against ROI.

and ROI filed a motion to dismiss (the “Motion”) seeking to partially dismiss the Complaint, as against the Company, and to

dismiss the Compliant, in its entirety, as against ROI.

On or about January 21, 2025,

the Court entered an order denying the part of the motion which sought partial dismissal of the ROI Complaint, as against Company, and

granting the part of the motion which sought dismissal of the ROI Complaint, in its entirety, as against ROI.

the Court entered an Order denying the part of the Motion which sought partial dismissal of the Complaint, as against Company, and granting

the part of the Motion which sought dismissal of the Complaint, in its entirety, as against ROI.

On February 18, 2025, the

Company filed an Answer to the ROI Complaint and asserted numerous affirmative defenses.

Company filed an Answer to the Complaint and asserted numerous affirmative defenses.

On or about July 29, 2025,

2 unchanged sentences

Ault III and Kristine Ault , Index No.

655857/2024, pending in the Supreme Court of the State of New York,

County of New York (the “Second Filed Action”).

In the Consolidation and Dismissal Order, the Court also dismissed so much

of the complaint from the Second Filed Action that asserts claims arising from an alleged failure to pay a redemption premium as set forth

in that certain Event of Default Redemption Notice, dated November 5, 2024, that Arena transmitted to, among others, the Company.

Based on the Company’s

assessment of the facts underlying the claims, the uncertainty of litigation, and the preliminary stage of the case, the Company cannot

reasonably estimate the potential loss or range of loss that may result from this action.

Notwithstanding, the Company has recorded the

unpaid portion of the notes.

An unfavorable outcome may have a material adverse effect on the Company’s business, financial condition

and results of operations.

655857/2024, pending in the Supreme Court of the State of

New York, County of New York (the “Second Filed Action”).

In the Consolidation and Dismissal Order, the Court also dismissed

Arena’s claims in the Second Filed Action, which arise from an alleged failure to pay a redemption premium as set forth in that

certain Event of Default Redemption Notice, dated November 5, 2024, that Arena transmitted to, among others, the Company.

On or about September 11,

2025, Arena filed a notice of appeal in connection with the Consolidation and Dismissal Order.

On or about September 17,

2025, Arena formally commenced such appeal (the “Appeal”).

On or about October 3, 2025,

the Company and Arena executed various settlement documents.

All deadlines in the action

are currently stayed through March 16, 2026, by which date the Company anticipates that a withdrawal of the Appeal and a stipulation of

discontinuance, with prejudice, of the action, will both be filed.

Other Litigation Matters

6 unchanged sentences

The Company had accrued loss

contingencies related to litigation matters of $ 1.9 million and $ 2.3 million as of June 30, 2025 and December 31, 2024, respectively.

contingencies related to litigation matters of $ 1.3 million and $ 2.3 million as of September 30, 2025 and December 31, 2024, respectively.

STOCKHOLDERS’ EQUITY

10 unchanged sentences

Preferred Stock

Preferred stock as of June

Preferred stock as of September

30, 2025 consisted of the following:

2 unchanged sentences

Outstanding at

June 30, 2025

September 30, 2025

Series A Convertible Preferred Stock

5 unchanged sentences

Series G Convertible Preferred Stock

Series H Convertible Preferred Stock

Preferred stock as of December

11 unchanged sentences

to issue 25.0 million shares of preferred stock, $0.001 par value.

As of June 30, 2025, the rights, preferences, privileges and restrictions

As of September 30, 2025, the rights, preferences, privileges and restrictions

on the remaining authorized 18.2 million shares of preferred stock have not been determined.

2 unchanged sentences

to or imposed upon any series of preferred shares.

Issuance of Class A Common Stock pursuant

to the At-the-Market Offering

On August 29, 2025, the Company

entered into a sales agreement with Wilson-Davis & Co., Inc.

to sell shares of the Company’s class A common stock, having an

aggregate offering price of up to $125 million from time to time, through an ATM offering

Between August 29, 2025 and September 30, 2025, the Company received gross proceeds of $ 38.8 million through the sale of 82.7

million shares of the Company’s class A common stock through the ATM offering.

$50.0 Million Securities Purchase Agreement

4 unchanged sentences

The securities purchase agreement provides that the transaction shall be conducted through 49 separate tranche closings;

investor may, at its sole discretion, purchase additional shares ahead of the scheduled closings.

During the three months ended

June 30, 2025, the Company issued an aggregate of 7,899 shares of Series B Preferred Stock for gross proceeds of approximately $ 7.9 million.

In the same period, the investor converted approximately 5,238 shares of Series B Preferred Stock into shares of Class A common stock.

In addition, approximately 20 shares of Series B Preferred Stock were issued as paid-in-kind (“PIK”) dividends pursuant to

the terms of the Series B Preferred Stock.

investor may, at its sole discretion, purchase additional shares of Series B Preferred Stock prior to the scheduled closings.

During the nine months ended

September 30, 2025, the Company issued an aggregate of 23,914 shares of Series B Preferred Stock for gross proceeds of approximately $ 23.9

In addition, approximately 92 shares of Series B Preferred Stock were issued as paid-in-kind (“PIK”) dividends pursuant

to the terms of the Series B Preferred Stock.

In the same period, the investor converted approximately 24,006 shares of Series B Preferred

Stock, including PIK shares, into shares of Class A common stock.

Each share of Series B Preferred

21 unchanged sentences

of Series G Preferred Stock and Warrants

During the six months

ended June 30, 2025, the Company sold to Ault & Company an aggregate of 960

shares of Series G Convertible Preferred Stock and warrants to purchase an aggregate of 0.2

million shares of Class A common stock, for an aggregate purchase price of $ 1.0

During the nine months ended

September 30, 2025, the Company sold to Ault & Company an aggregate of 960 shares of Series G Convertible Preferred Stock and warrants

to purchase an aggregate of 0.2 million shares of Class A common stock, for an aggregate purchase price of $ 1.0 million.

Series H Convertible

Preferred Stock Securities Purchase Agreement with Ault & Company

July 31, 2025, the Company entered into a securities purchase agreement (the “July 2025 SPA”) with Ault & Company, pursuant

to which it agreed to sell, in one or more closings, to Ault & Company up to 100,000 shares of Series H convertible preferred stock

(“Series H Preferred Stock”) for a total purchase price of up to $100.0 million.

The July 2025 SPA provides that the financing

may be conducted through one or more closings.

During the three months ended September 30, 2025, the Company sold to Ault & Company

4,000 shares of Series H Preferred Stock for an aggregate purchase price of $4.0 million.

share of Series H Preferred Stock has a stated value of $1,000.00 and is convertible into shares of class A common stock at a conversion

price equal to the greater of (i) $0.10 per share and (ii) the lesser of (A) $0.79645 or (B) 105% of the volume weighted average price

of the Class A common stock during the five trading days immediately prior to the date of conversion.

The conversion price is subject

to adjustment in the event of an issuance of Class A common stock at a price per share lower than the conversion price then in effect,

as well as upon customary stock splits, stock dividends, combinations or similar events.

The holders of Series H Preferred Stock are entitled

to cumulative cash dividends at an annual rate of 9.5%, or $95.00 per share, based on the stated value per share.

Dividends shall accrue

for 10 years from the date of issuance of such shares of Series H Preferred Stock and are payable monthly in arrears.

For the first two

years, the Company may elect to pay the dividend amount in shares of Class A common stock rather than cash.

The holders of the Series

H Preferred Stock are entitled to vote with the Class A common stock as a single class on an as-converted basis.

of Convertible Notes

the six months ended June 30, 2025 , the Company issued 4.9 million shares of Class A common stock

upon conversion of convertible promissory notes payable (see Note 16).

the nine months ended September 30, 2025 , the Company issued 10.0 million shares of Class A common

stock upon conversion of convertible promissory notes payable (see Note 16).

2025 Stock Incentive Plan and Option Grants

On July 31, 2025, the Board

of Directors approved grants of 7.25 million non-qualified stock options to purchase shares of Class A common stock for the Company’s

directors and executive officers.

The grants were issued on August 12, 2025, at an exercise price of $ 0.72 per share.

These grants are

made outside of the 2025 Stock Incentive Plan and are subject to stockholder and exchange approval.

On July 31, 2025, the Board

also approved the Company’s 2025 Stock Incentive Plan, which authorizes the issuance of up to 8.0 million shares, and approved grants

of options under the plan covering an aggregate of 6.2 million shares to employees at an exercise price of $ 0.72 per share.

Vesting for all 13.45 million

grants is 50% upon stockholder and exchange approval and 50% in equal monthly installments over 24 months beginning January 1, 2026.

Because the grants are contingent

upon stockholder and exchange approval, the options are not considered granted for accounting purposes as of September 30, 2025.

no stock-based compensation expense has been recognized, and such expense will commence only once the required approvals are obtained

and the grants are deemed effective under U.S.

Distribution of Class B Common Stock

On September 22, 2025, the

Company announced a planned dividend of 20 million shares of its Class B Common Stock to all holders of its Class A Common Stock and its

Class B Common Stock, as well as its Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, Series G Convertible

Preferred Stock and Series H Preferred Stock on an as-converted basis.

The record date for this dividend was October 6, 2025, and the

payment date was October 31, 2025.

The Company calculates its

10 unchanged sentences

credits, and changes to international tax items such as GILTI, FDII, and BEAT.

The Company is currently evaluating

the impact of the OBBB on its deferred tax assets and liabilities, valuation allowance, and uncertain tax positions.

The Company will

evaluate the impact of OBBB in its third quarter financial statements, the period the law was enacted.

The Company does not expect a material

impact to its financial statements from the OBBB.

As the Company maintains a full valuation allowance, any change in net deferred tax

assets would be accompanied by a corresponding adjustment to the valuation allowance.

Management has assessed the

implications for the Company’s tax reporting obligations.

The bill introduces a range of tax and economic policy changes, however

the overall impact on the Company’s tax reporting is minimal and there will be no material impact on the Company’s income

tax obligations.

NET LOSS PER SHARE

5 unchanged sentences

Anti-dilutive securities, which are convertible

into or exercisable for the Company’s Class A common stock, consisted of the following at June 30, 2025 and 2024:

into or exercisable for the Company’s Class A common stock, consisted of the following at September 30, 2025 and 2024:

Schedule of anti-dilutive securities

June 30, 2025

June 30, 2024

September 30,

Convertible preferred stock

2 unchanged sentences

The Company had the following

reportable segments as of June 30, 2025 and 2024;

reportable segments as of September 30, 2025 and 2024;

see Note 1 for a brief description of the Company’s business.

The following data presents

the revenues, expenditures and other operating data of the Company and its operating segments for the six months ended June 30, 2025:

the revenues, expenditures and other operating data of the Company and its operating segments for the nine months ended September 30,

Schedule of operating segments

9 unchanged sentences

Operating expenses

Research and development

Selling and marketing

General and administrative

Selling and marketing

Research and development

Total operating expenses

5 unchanged sentences

( 30,568,000 )

( 16,511,000 )

Other income (expense):

6 unchanged sentences

Loss on the sale of fixed assets

( 1,291,000 )

Total other expense, net

9 unchanged sentences

$ ( 14,566,000 )

Capital expenditures for the six months ended June 30, 2025

Segment identifiable assets as of June 30, 2025

Capital expenditures for the nine months ended September 30, 2025

Segment identifiable assets as of September 30, 2025

$ 242,099,000

The following data presents

the revenues, expenditures and other operating data of the Company and its operating segments for the three months ended June 30, 2025:

the revenues, expenditures and other operating data of the Company and its operating segments for the three months ended September 30,

Revenue, crane operations

6 unchanged sentences

Gross profit (loss)

( 2,145,000 )

Operating expenses

Research and development

Selling and marketing

General and administrative

Selling and marketing

Research and development

Total operating expenses

9 unchanged sentences

( 3,063,000 )

Gain on extinguishment of debt

Gain on deconsolidation of subsidiary

Loss on the sale of fixed assets

Total other expense, net

( 7,340,000 )

Total other income, net

Loss before income taxes

6 unchanged sentences

$ ( 3,063,000 )

$ ( 7,664,000 )

Capital expenditures for the three months ended June 30, 2025

Capital expenditures for the three months ended September 30, 2025

The following data presents

the revenues, expenditures and other operating data of the Company and its operating segments for the six months ended June 30, 2024:

the revenues, expenditures and other operating data of the Company and its operating segments for the nine months ended September 30,

Revenue, crane operations

6 unchanged sentences

Gross profit (loss)

( 1,045,000 )

Operating expenses

Research and development

Selling and marketing

General and administrative

Selling and marketing

Research and development

Impairment of property and equipment

32 unchanged sentences

$ ( 18,825,000 )

$ ( 10,950,000 )

Capital expenditures for the six months ended June 30, 2024

Capital expenditures for the nine months ended September 30, 2024

Segment identifiable assets as of December 31, 2024

1 unchanged sentence

The following data presents

the revenues, expenditures and other operating data of the Company and its operating segments for the three months ended June 30, 2024:

the revenues, expenditures and other operating data of the Company and its operating segments for the three months ended September 30,

Revenue, crane operations

2 unchanged sentences

Revenue, lending and trading activities

( 9,763,000 )

Revenue, other

Total revenue

( 9,763,000 )

Cost of revenue

1 unchanged sentence

( 3,956,000 )

( 3,788,000 )

Operating expenses

4 unchanged sentences

Total operating expenses

Loss from operations

$ ( 808,000 )

$ ( 9,858,000 )

(Loss) income from operations

$ ( 1,479,000 )

9 unchanged sentences

Loss on extinguishment of debt

Loss from investment in unconsolidated entity

( 1,291,000 )

Gain on the sale of fixed assets

9 unchanged sentences

$ ( 7,766,000 )

$ ( 5,241,000 )

Capital expenditures for the year ended December 31, 2023

Capital expenditures for the three months ended September 30, 2024

CONCENTRATIONS OF CREDIT AND REVENUE RISK

6 unchanged sentences

Accounts Receivable

For the Three Months Ended June 30,

For the Six Months Ended June 30,

September 30,

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

*less than 10%

SUBSEQUENT EVENTS

Conversions of

Convertible Notes

1, 2025 and August 14, 2025, the Company issued approximately 5.1 million shares of its Class A common stock upon the conversion of approximately

$ 6.1 million in aggregate principal and accrued interest under its outstanding convertible notes payable.

Series B Preferred

Between July 1, 2025

through August 14, 2025, the Company sold an aggregate of 10,955

shares of its Series B Convertible Preferred Stock for gross proceeds of approximately $ 11.0

In addition, during that same period, an aggregate of $ 10.5

million in stated value of Series B Convertible Preferred Stock was converted into approximately 13.3

million shares of the Company’s Class A common stock.

Circle 8 Promissory Note

2025, Circle 8 entered into a financing agreement with Flagstar Financial & Leasing, LLC.

Pursuant to the terms of the agreement,

Circle 8 executed a promissory note in the principal amount of $ 1.4 million, bearing interest at a fixed rate of 6.4 % per annum.

is payable over a term of four years in 47 monthly installments of approximately $ 32,000 beginning on August 20, 2025, with a final balloon

payment of the remaining principal and accrued interest due on July 20, 2029.

The financing

is secured by a first priority lien on a newly acquired mobile crane.

The proceeds of the loan were disbursed directly to the equipment

vendor and to cover related financing costs.

is evaluating the appropriate accounting treatment for this transaction, which is expected to be classified as a secured equipment loan

and recognized as a long-term liability, with the corresponding asset capitalized and depreciated over its estimated useful life.

Series H Convertible Preferred

On July 31, 2025, the Company

entered into a securities purchase agreement (the “July 2025 SPA”) with Ault & Company, pursuant to which it agreed to

sell, in one or more closings, to Ault & Company up to 100,000 shares of Series H convertible preferred stock (“Series H Preferred

Stock”) for a total purchase price of up to $100.0 million.

The July 2025 SPA provides that the financing may be conducted through

one or more closings.

As of the date of this filing, no shares of Series H Preferred Stock have been sold, nor has its Certificate of

Designations been filed with the State of Delaware, the jurisdiction where the Company is incorporated.

Each share of Series H Preferred

Stock has a stated value of $ 1,000.00 and is convertible into shares of class A common stock at a conversion price equal to the greater

of (i) $0.10 per share and (ii) the lesser of (A) $0.79645 or (B) 105% of the volume weighted average price of the class A common stock

during the five trading days immediately prior to the date of conversion.

The conversion price is subject to adjustment in the event of

an issuance of Class A common stock at a price per share lower than the conversion price then in effect, as well as upon customary stock

splits, stock dividends, combinations or similar events.

The holders of Series H Preferred Stock are entitled to cumulative cash dividends

at an annual rate of 9.5%, or $95.00 per share, based on the stated value per share.

Dividends shall accrue for 10 years from the date

of issuance of such shares of Series H Preferred Stock and are payable monthly in arrears.

For the first two years, the Company may elect

to pay the dividend amount in shares of Class A common stock rather than cash.

The holders of the Series H Preferred Stock are entitled

to vote with the Class A common stock as a single class on an as-converted basis.

2025 Stock Incentive Plan and Option Grants

On July 31, 2025, the Board

of Directors approved grants of 7.25 million non-qualified stock options to purchase shares of Class A common stock for the Company’s

directors and executive officers.

The grants were issued on August 12, 2025, at an exercise price of $ 0.72 per share.

These grants are made outside of the 2025 Stock Incentive Plan and are subject to stockholder and exchange approval.

On July 31, 2025, the

Board also approved the Company’s 2025 Stock Incentive Plan, which authorizes the issuance of up to 8.0

million shares, and approved grants of options under the plan covering an aggregate of 6.2

million shares to employees at an exercise price of $ 0.72 per share.

Vesting for all 13.45 million grants is 50% upon stockholder and exchange

approval and 50% in equal monthly installments over 24 months beginning January 1, 2026.

period between October 1, 2025 through November 4, 2025, the Company sold an aggregate of 172.7 million shares of Class

A common stock pursuant to the 2025 ATM Offering for gross proceeds of $ 86.2 million.

of Convertible Notes

Between October

1, 2025 through November 17, 2025, the Company issued approximately 5.8 million shares of its Class A common stock upon the conversion

of approximately $ 2.3 million in aggregate principal and accrued interest under its outstanding convertible notes payable.

B Preferred Stock

Between October

1, 2025 through November 17, 2025, the Company sold an aggregate of 8,500 shares of its Series B Convertible Preferred Stock for gross

proceeds of approximately $ 8.5 million.

In addition, during that same period, an aggregate of $ 5.5 million in stated value of Series B

Convertible Preferred Stock was converted into approximately 13.8 million shares of the Company’s Class A common stock.

of Series H Preferred Stock Purchase Agreement

November 7, 2025, the Company and Ault & Company entered into an amendment to the Series H Convertible

Preferred Stock Purchase Agreement (the “Series H SPA”) to extend its termination date.

Under the amendment, the termination

date will be extended to the later of (i) one year after the Company has a sufficient number of authorized shares of Class A common stock

to satisfy all conversion and share-reserve requirements under the Series H SPA or (ii) December 31, 2027.

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-Q

Item 1. Financial Statements