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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| For the quarterly period ended June 30, 2025

¨ | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| For the transition period from ________ to ________.

Commission file number 1-12711

HYPERSCALE DATA, INC.

(Exact name of registrant as specified in its charter)

Delaware | 94-1721931
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number)

11411 Southern Highlands Parkway, Suite 190

Las Vegas, NV 89141

(Address of principal executive offices) (Zip code)

(949) 444-5464

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: |  |
Title of each class |  | Trading Symbol(s) |  | Name of each exchange on which registered
Class A Common Stock, $0.001 par value |  | GPUS |  | NYSE American
13.00% Series D Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share |  | GPUS PD |  | NYSE American

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding year (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Date File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨ | Accelerated filer ¨
Non-accelerated filer x | Smaller reporting company x
Emerging growth company ¨ |

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

At August 14, 2025, the registrant had outstanding 27,153,938 shares of Class A common stock and 4,990,514 shares of Class B common stock.

HYPERSCALE DATA, INC.

TABLE OF CONTENTS

|  |  | Page
PART I – FINANCIAL INFORMATION |
Item 1. |  | Financial Statements (Unaudited) |
|  | Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024 | F-1
|  | Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended June 30, 2025 and 2024 | F-3
|  | Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2025 and 2024 | F-4
|  | Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024 | F-8
|  | Notes to Condensed Consolidated Financial Statements | F-10
Item 2. |  | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 1
Item 3. |  | Quantitative and Qualitative Disclosures about Market Risk | 13
Item 4. |  | Controls and Procedures | 13
PART II – OTHER INFORMATION |
Item 1. |  | Legal Proceedings | 15
Item 1A. |  | Risk Factors | 16
Item 2. |  | Unregistered Sales of Equity Securities and Use of Proceeds | 16
Item 3. |  | Defaults Upon Senior Securities | 16
Item 4. |  | Mine Safety Disclosures | 16
Item 5. |  | Other Information | 16
Item 6. |  | Exhibits | 16

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements that involve a number of risks and uncertainties. Words such as “anticipates,” “expects,” “intends,” “goals,” “plans,” “believes,” “seeks,” “estimates,” “continues,” “may,” “will,” “would,” “should,” “could,” and variations of such words and similar expressions are intended to identify such forward-looking statements. In addition, any statements that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, uncertain events or assumptions, and other characterizations of future events or circumstances are forward-looking statements. Such statements are based on management’s expectations as of the date of this filing and involve many risks and uncertainties that could cause our actual results to differ materially from those expressed or implied in our forward-looking statements. Such risks and uncertainties include those described throughout this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2024, particularly the “Risk Factors” sections of such reports. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements in this Quarterly Report on Form 10-Q do not reflect the potential impact of any divestitures, mergers, acquisitions, or other business combinations that had not been completed as of the date of filing of this Quarterly Report on Form 10-Q. In addition, the forward-looking statements in this Quarterly Report on Form 10-Q are made as of the date of this filing, and we do not undertake, and expressly disclaim any duty, to update such statements, whether as a result of new information, new developments or otherwise, except to the extent that disclosure may be required by law.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

HYPERSCALE DATA, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

|  | June 30, |  |  | December 31, |
|  | 2025 |  |  | 2024 |
ASSETS |  |  |  |  |  |  |  |
CURRENT ASSETS |  |  |  |  |  |  |  |
Cash and cash equivalents |  | $ | 5,917,000 |  |  | $ | 4,546,000 |
Restricted cash |  |  | 21,338,000 |  |  |  | 20,476,000 |
Accounts receivable, net |  |  | 7,312,000 |  |  |  | 6,165,000 |
Inventories |  |  | 1,500,000 |  |  |  | 1,817,000 |
Investment in promissory notes and other, related party |  |  | 20,696,000 |  |  |  | 20,802,000 |
Loans receivable, current |  |  | 2,686,000 |  |  |  | 1,369,000 |
Prepaid expenses and other current assets |  |  | 2,560,000 |  |  |  | 3,238,000 |
TOTAL CURRENT ASSETS |  |  | 62,009,000 |  |  |  | 58,413,000 |
Intangible assets, net |  |  | 1,652,000 |  |  |  | 1,844,000 |
Property and equipment, net |  |  | 135,841,000 |  |  |  | 144,357,000 |
Right-of-use assets |  |  | 4,509,000 |  |  |  | 3,697,000 |
Investments in common stock and equity securities, related party |  |  | 2,124,000 |  |  |  | 2,190,000 |
Investments in other equity securities |  |  | 252,000 |  |  |  | 2,802,000 |
Other assets |  |  | 7,114,000 |  |  |  | 7,463,000 |
TOTAL ASSETS |  | $ | 213,501,000 |  |  | $ | 220,766,000 |
LIABILITIES AND STOCKHOLDERS’ EQUITY |  |  |  |  |  |  |  |
CURRENT LIABILITIES |  |  |  |  |  |  |  |
Accounts payable and accrued expenses |  | $ | 52,617,000 |  |  | $ | 59,475,000 |
Operating lease liability, current |  |  | 1,297,000 |  |  |  | 1,627,000 |
Notes payable, current |  |  | 87,677,000 |  |  |  | 95,768,000 |
Notes payable, related party, current |  |  | 71,000 |  |  |  | 164,000 |
Convertible notes payable |  |  | 20,810,000 |  |  |  | 19,569,000 |
Guarantee liability |  |  | 38,900,000 |  |  |  | 38,900,000 |
TOTAL CURRENT LIABILITIES |  |  | 201,372,000 |  |  |  | 215,503,000 |
LONG-TERM LIABILITIES |  |  |  |  |  |  |  |
Operating lease liability, non-current |  |  | 3,404,000 |  |  |  | 2,269,000 |
Notes payable, non-current |  |  | 829,000 |  |  |  | 904,000 |
TOTAL LIABILITIES |  |  | 205,605,000 |  |  |  | 218,676,000 |

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

| F-1 |

HYPERSCALE DATA, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (continued)

(Unaudited)

|  | June 30, |  |  | December 31, |
|  | 2025 |  |  | 2024 |
COMMITMENTS AND CONTINGENCIES |  |  |  |  |  |  |  |
STOCKHOLDERS’ EQUITY |  |  |  |  |  |  |  |
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) |  |  | 2,000 |  |  |  | 2,000 |
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 |  |  | 9,000 |  |  |  | 1,000 |
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 |  |  | 5,000 |  |  |  | 5,000 |
Additional paid-in capital |  |  | 692,584,000 |  |  |  | 668,817,000 |
Accumulated deficit |  |  | (686,958,000 | ) |  |  | (628,950,000 | )
Accumulated other comprehensive loss |  |  | (131,000 | ) |  |  | (668,000 | )
Treasury stock, at cost |  |  | - |  |  |  | (30,571,000 | )
TOTAL HYPERSCALE DATA STOCKHOLDERS’ EQUITY |  |  | 5,511,000 |  |  |  | 8,636,000 |
Non-controlling interest |  |  | 2,385,000 |  |  |  | (6,546,000 | )
TOTAL STOCKHOLDERS’ EQUITY |  |  | 7,896,000 |  |  |  | 2,090,000 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |  | $ | 213,501,000 |  |  | $ | 220,766,000 |

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

| F-2 |

HYPERSCALE DATA, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

|  | For the Three Months Ended |  |  | For the Six Months Ended June 30, |
|  | June 30, |  |  | June 30, |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Revenue, crane operations |  | $ | 11,582,000 |  |  | $ | 11,700,000 |  |  | $ | 25,351,000 |  |  | $ | 24,618,000 |
Revenue, crypto assets mining |  |  | 4,684,000 |  |  |  | 8,490,000 |  |  |  | 9,882,000 |  |  |  | 19,937,000 |
Revenue, hotel and real estate operations |  |  | 5,622,000 |  |  |  | 5,389,000 |  |  |  | 9,287,000 |  |  |  | 8,697,000 |
Revenue, lending and trading activities |  |  | 1,826,000 |  |  |  | (9,763,000 | ) |  |  | 1,798,000 |  |  |  | (664,000 | )
Revenue, other |  |  | 2,142,000 |  |  |  | 1,976,000 |  |  |  | 4,559,000 |  |  |  | 3,569,000 |
Total revenue |  |  | 25,856,000 |  |  |  | 17,792,000 |  |  |  | 50,877,000 |  |  |  | 56,157,000 |
Cost of revenue, crane operations |  |  | 8,141,000 |  |  |  | 8,032,000 |  |  |  | 16,388,000 |  |  |  | 15,747,000 |
Cost of revenue, crypto assets mining |  |  | 7,074,000 |  |  |  | 9,039,000 |  |  |  | 14,105,000 |  |  |  | 17,583,000 |
Cost of revenue, hotel and real estate operations |  |  | 3,285,000 |  |  |  | 3,318,000 |  |  |  | 6,129,000 |  |  |  | 6,135,000 |
Cost of revenue, other |  |  | 1,229,000 |  |  |  | 1,191,000 |  |  |  | 2,845,000 |  |  |  | 2,292,000 |
Total cost of revenue |  |  | 19,729,000 |  |  |  | 21,580,000 |  |  |  | 39,467,000 |  |  |  | 41,757,000 |
Gross profit (loss) |  |  | 6,127,000 |  |  |  | (3,788,000 | ) |  |  | 11,410,000 |  |  |  | 14,400,000 |
Operating expenses |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Research and development |  |  | 112,000 |  |  |  | 102,000 |  |  |  | 241,000 |  |  |  | 213,000 |
Selling and marketing |  |  | 6,277,000 |  |  |  | 3,725,000 |  |  |  | 8,611,000 |  |  |  | 7,773,000 |
General and administrative |  |  | 9,865,000 |  |  |  | 11,360,000 |  |  |  | 19,069,000 |  |  |  | 21,732,000 |
Impairment of property and equipment |  |  | - |  |  |  | 7,955,000 |  |  |  | - |  |  |  | 7,955,000 |
Total operating expenses |  |  | 16,254,000 |  |  |  | 23,142,000 |  |  |  | 27,921,000 |  |  |  | 37,673,000 |
Loss from operations |  |  | (10,127,000 | ) |  |  | (26,930,000 | ) |  |  | (16,511,000 | ) |  |  | (23,273,000 | )
Other income (expense): |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest and other income |  |  | 1,081,000 |  |  |  | 720,000 |  |  |  | 1,321,000 |  |  |  | 1,243,000 |
Interest expense |  |  | (7,664,000 | ) |  |  | (5,319,000 | ) |  |  | (11,503,000 | ) |  |  | (10,950,000 | )
Gain on conversion of investment in equity securities to marketable equity securities |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 17,900,000 |
(Loss) gain on extinguishment of debt |  |  | - |  |  |  | (663,000 | ) |  |  | (4,569,000 | ) |  |  | 742,000 |
Loss from investment in unconsolidated entity |  |  | - |  |  |  | (1,291,000 | ) |  |  | - |  |  |  | (1,958,000 | )
Impairment of equity securities |  |  | - |  |  |  | (6,266,000 | ) |  |  | - |  |  |  | (6,266,000 | )
(Loss) gain on deconsolidation of subsidiary |  |  | (359,000 | ) |  |  | - |  |  |  | 9,690,000 |  |  |  | - |
Provision for loan losses, related party |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (3,068,000 | )
(Loss) gain on the sale of fixed assets |  |  | (398,000 | ) |  |  | (36,000 | ) |  |  | (559,000 | ) |  |  | 32,000 |
Total other expense, net |  |  | (7,340,000 | ) |  |  | (12,855,000 | ) |  |  | (5,620,000 | ) |  |  | (2,325,000 | )
Loss before income taxes |  |  | (17,467,000 | ) |  |  | (39,785,000 | ) |  |  | (22,131,000 | ) |  |  | (25,598,000 | )
Income tax benefit |  |  | 129,000 |  |  |  | 4,000 |  |  |  | 70,000 |  |  |  | 5,000 |
Net loss from continuing operations |  |  | (17,338,000 | ) |  |  | (39,781,000 | ) |  |  | (22,061,000 | ) |  |  | (25,593,000 | )
Net income (loss) from discontinued operations |  |  | - |  |  |  | 340,000 |  |  |  | - |  |  |  | (2,996,000 | )
Net loss |  |  | (17,338,000 | ) |  |  | (39,441,000 | ) |  |  | (22,061,000 | ) |  |  | (28,589,000 | )
Net (income) loss attributable to non-controlling interest |  |  | (1,713,000 | ) |  |  | 5,514,000 |  |  |  | (1,195,000 | ) |  |  | (1,621,000 | )
Net loss attributable to Hyperscale Data, Inc. |  |  | (19,051,000 | ) |  |  | (33,927,000 | ) |  |  | (23,256,000 | ) |  |  | (30,210,000 | )
Preferred dividends |  |  | (2,215,000 | ) |  |  | (1,308,000 | ) |  |  | (4,181,000 | ) |  |  | (2,568,000 | )
Net loss available to common stockholders |  | $ | (21,266,000 | ) |  | $ | (35,235,000 | ) |  | $ | (27,437,000 | ) |  | $ | (32,778,000 | )
Basic and diluted net (loss) income per common share: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Continuing operations |  | $ | (2.66 | ) |  | $ | (38.17 | ) |  | $ | (3.89 | ) |  | $ | (42.79 | )
Discontinued operations |  |  | - |  |  |  | 0.36 |  |  |  | - |  |  |  | (4.30 | )
Net loss per common share |  | $ | (2.66 | ) |  | $ | (37.81 | ) |  | $ | (3.89 | ) |  | $ | (47.09 | )
Weighted average basic and diluted common shares outstanding |  |  | 7,986,000 |  |  |  | 932,000 |  |  |  | 7,062,000 |  |  |  | 696,000 |
Comprehensive loss |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Net loss available to common stockholders |  | $ | (21,266,000 | ) |  | $ | (35,235,000 | ) |  | $ | (27,437,000 | ) |  | $ | (32,778,000 | )
Foreign currency translation adjustment |  |  | - |  |  |  | (188,000 | ) |  |  | 6,000 |  |  |  | (125,000 | )
Other comprehensive (loss) income |  |  | - |  |  |  | (188,000 | ) |  |  | 6,000 |  |  |  | (125,000 | )
Total comprehensive loss |  | $ | (21,266,000 | ) |  | $ | (35,423,000 | ) |  | $ | (27,431,000 | ) |  | $ | (32,903,000 | )

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

| F-3 |

HYPERSCALE DATA, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)

Three Months Ended June 30, 2025

|  | Preferred Stock |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Series A |  | Series B |  | Series C |  | Series D |  | Series E |  | Series F |  | Series G |  | Class A Common Stock |  | Class B Common Stock |  | Additional |  |  |  | Accumulated Other |  | Non- |  |  |  | Total |
|  | Shares |  | Par Amount |  | Shares |  | Par Amount |  | Shares |  | Par Amount |  | Shares |  | Par Amount |  | Shares |  | Par Amount |  | Shares |  | Par Amount |  | Shares |  | Par Amount |  | Shares |  | Amount |  | Shares |  | Amount |  | Paid-In Capital |  | Accumulated Deficit |  | Comprehensive Loss |  | Controlling Interest |  | Treasury Stock |  | Stockholders’ Equity |
BALANCES, April 1, 2025 |  | 7,040 |  | $ | - |  | - |  | $ | - |  | 50,000 |  | $ | - |  | 453,792 |  | $ | - |  | 649,998 |  | $ | 1,000 |  | 998,577 |  | $ | 1,000 |  | 860 |  | $ | - |  | 1,429,995 |  | $ | 1,000 |  | 4,995,724 |  | $ | 5,000 |  | $ | 672,082,000 |  | $ | (665,692,000 | ) | $ | (88,000 | ) | $ | 480,000 |  | $ | - |  | $ | 6,790,000 |
Issuance of Series G preferred stock, related party |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | 100 |  |  | - |  | - |  |  | - |  | - |  |  | - |  |  | 75,000 |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 75,000 |
Fair value of warrants issued in connection with Series G preferred stock, related party |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  |  | 25,000 |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 25,000 |
Issuance of Series B preferred stock for cash |  | - |  |  | - |  | 7,899 |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  |  | 7,899,000 |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 7,899,000 |
Issuance of Series D preferred stock for cash |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | 131,821 |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  |  | 1,528,000 |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 1,528,000 |
Class B common stock converted into Class A common stock |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | 1,973 |  |  | - |  | (1,973 | ) |  | - |  |  | - |  |  | - |  |  | - |  |  | - |  |  | - |  |  | - |
Stock-based compensation |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  |  | 68,000 |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 68,000 |
Issuance of Class A common stock for conversion of debt |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | 4,684,249 |  |  | 5,000 |  | - |  |  | - |  |  | 10,891,000 |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 10,896,000 |
Net loss attributable to Hyperscale Data |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  |  | - |  |  | (19,051,000 | ) |  | - |  |  | - |  |  | - |  |  | (19,051,000 | )
Series A preferred dividends ($1.25 per share) |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  |  | - |  |  | (5,000 | ) |  | - |  |  | - |  |  | - |  |  | (5,000 | )
Series B preferred dividends ($13.13 per share) |  | - |  |  | - |  | 20 |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  |  | 20,000 |  |  | (20,000 | ) |  | - |  |  | - |  |  | - |  |  | - |
Series C preferred dividends ($47.25 per share) |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  |  | - |  |  | (1,184,000 | ) |  | - |  |  | - |  |  | - |  |  | (1,184,000 | )
Series D preferred dividends ($1.88 per share) |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  |  | - |  |  | (457,000 | ) |  | - |  |  | - |  |  | - |  |  | (457,000 | )
Series E preferred dividends ($1.40 per share) |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  |  | - |  |  | (542,000 | ) |  | - |  |  | - |  |  | - |  |  | (542,000 | )
Series G preferred dividends ($7.81 per share) |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  |  | - |  |  | (7,000 | ) |  | - |  |  | - |  |  | - |  |  | (7,000 | )
Conversion of Series B preferred stock to common stock |  | - |  |  | - |  | (5,238 | ) |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | 2,549,838 |  |  | 3,000 |  | - |  |  | - |  |  | (3,000 | ) |  | - |  |  | - |  |  | - |  |  | - |  |  | - |
Net income attributable to non-controlling interest |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 1,713,000 |  |  | - |  |  | 1,713,000 |
Deconsolidation of subsidiary |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  |  | - |  |  | - |  |  | (43,000 | ) |  | 191,000 |  |  | - |  |  | 148,000 |
Other |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  |  | (1,000 | ) |  | - |  |  | - |  |  | 1,000 |  |  | - |  |  | - |
BALANCES, June 30, 2025 |  | 7,040 |  | $ | - |  | 2,681 |  | $ | - |  | 50,000 |  | $ | - |  | 585,613 |  | $ | - |  | 649,998 |  | $ | 1,000 |  | 998,577 |  | $ | 1,000 |  | 960 |  | $ | - |  | 8,666,055 |  | $ | 9,000 |  | 4,993,751 |  | $ | 5,000 |  | $ | 692,584,000 |  | $ | (686,958,000 | ) | $ | (131,000 | ) | $ | 2,385,000 |  | $ | - |  | $ | 7,896,000 |

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

| F-4 |

HYPERSCALE DATA, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)

Three Months Ended June 30, 2024

|  | Preferred Stock |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Accumulated |  |  |  |  |  |  |  |  |  |
|  | Series A |  |  | Series C |  |  | Series D |  |  | Class A Common Stock |  |  | Additional |  |  |  |  |  | Other |  |  | Non- |  |  |  |  |  | Total |
|  | Shares |  |  | Par Amount |  |  | Shares |  |  | Par Amount |  |  | Shares |  |  | Par Amount |  |  | Shares |  |  | Amount |  |  | Paid-In Capital |  |  | Accumulated Deficit |  |  | Comprehensive Loss |  |  | Controlling Interest |  |  | Treasury Stock |  |  | Stockholders’ Equity |
BALANCES, April 1, 2024 |  |  | 7,040 |  |  | $ | - |  |  |  | 43,500 |  |  | $ | - |  |  |  | 323,835 |  |  | $ | - |  |  |  | 859,010 |  |  | $ | 1,000 |  |  | $ | 656,616,000 |  |  | $ | (565,035,000 | ) |  | $ | (2,061,000 | ) |  | $ | 6,069,000 |  |  | $ | (30,571,000 | ) |  | $ | 65,019,000 |
Issuance of Series C preferred stock, related party for cash |  |  | - |  |  |  | - |  |  |  | 500 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 497,000 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 497,000 |
Fair value of warrants issued in connection with Series C preferred stock, related party |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 3,000 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 3,000 |
Stock-based compensation |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 238,000 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 238,000 |
Issuance of Class A common stock for conversion of debt |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 165,171 |  |  |  | - |  |  |  | 2,710,000 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 2,710,000 |
Increase in ownership interest of subsidiary |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (893,000 | ) |  |  | - |  |  |  | (893,000 | )
Sale of subsidiary stock to non-controlling interests |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 292,000 |  |  |  | - |  |  |  | 292,000 |
Distribution to Circle 8 Crane Services, LLC (“Circle 8”) non-controlling interest |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (56,000 | ) |  |  | - |  |  |  | (56,000 | )
Net loss attributable to Hyperscale Data |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (33,927,000 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (33,927,000 | )
Series A preferred dividends ($0.71 per share) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (5,000 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (5,000 | )
Series C preferred dividends ($23.63 per share) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (1,040,000 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (1,040,000 | )
Series D preferred dividends ($0.81 per share) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (263,000 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (263,000 | )
Foreign currency translation adjustments |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (436,000 | ) |  |  | - |  |  |  | - |  |  |  | (436,000 | )
Net loss attributable to non-controlling interest |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (5,514,000 | ) |  |  | - |  |  |  | (5,514,000 | )
Net loss attributable to non-controlling interest of deconsolidated subsidiary |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (338,000 | ) |  |  | - |  |  |  | (338,000 | )
Other |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 7,000 |  |  |  | (12,000 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (5,000 | )
BALANCES, June 30, 2024 |  |  | 7,040 |  |  | $ | - |  |  |  | 44,000 |  |  | $ | - |  |  |  | 323,835 |  |  | $ | - |  |  |  | 1,024,181 |  |  | $ | 1,000 |  |  | $ | 660,071,000 |  |  | $ | (600,282,000 | ) |  | $ | (2,497,000 | ) |  | $ | (440,000 | ) |  | $ | (30,571,000 | ) |  | $ | 26,282,000 |

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

| F-5 |

HYPERSCALE DATA, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)

Six Months Ended June 30, 2025

|  | Preferred Stock |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Series A |  | Series B |  | Series C |  | Series D |  | Series E |  | Series F |  | Series G |  | Class A Common Stock |  | Class B Common Stock |  | Additional |  |  |  | Accumulated Other |  | Non- |  |  |  | Total |
|  | Shares |  | Par Amount |  | Shares |  | Par Amount |  | Shares |  | Par Amount |  | Shares |  | Par Amount |  | Shares |  | Par Amount |  | Shares |  | Par Amount |  | Shares |  | Par Amount |  | Shares |  | Amount |  | Shares |  | Amount |  | Paid-In Capital |  | Accumulated Deficit |  | Comprehensive Loss |  | Controlling Interest |  | Treasury Stock |  | Stockholders’ Equity |
BALANCES, January 1, 2025 |  | 7,040 |  | $ | - |  | - |  | $ | - |  | 50,000 |  | $ | - |  | 323,835 |  | $ | - |  | 649,998 |  | $ | 1,000 |  | 998,577 |  | $ | 1,000 |  | - |  | $ | - |  | 1,259,893 |  | $ | 1,000 |  | 4,998,597 |  | $ | 5,000 |  | $ | 668,817,000 |  | $ | (628,950,000 | ) | $ | (668,000 | ) | $ | (6,546,000 | ) | $ | (30,571,000 | ) | $ | 2,090,000 |
Issuance of Series G preferred stock, related party |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | 960 |  |  | - |  | - |  |  | - |  | - |  |  | - |  |  | 619,000 |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 619,000 |
Fair value of warrants issued in connection with Series G preferred stock, related party |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  |  | 341,000 |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 341,000 |
Issuance of Series B preferred stock for cash |  | - |  |  | - |  | 7,899 |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  |  | 7,899,000 |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 7,899,000 |
Issuance of Series D preferred stock for cash |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | 261,778 |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  |  | 3,450,000 |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 3,450,000 |
Class B common stock converted into Class A common stock |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | 4,846 |  |  | - |  | (4,846 | ) |  | - |  |  | - |  |  | - |  |  | - |  |  | - |  |  | - |  |  | - |
Stock-based compensation |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 135,000 |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 135,000 |
Issuance of Class A common stock for conversion of debt |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | 4,851,478 |  |  | 5,000 |  | - |  |  | - |  |  | 11,308,000 |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 11,313,000 |
Net loss attributable to Hyperscale Data |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  |  | - |  |  | (23,256,000 | ) |  | - |  |  | - |  |  | - |  |  | (23,256,000 | )
Series A preferred dividends ($1.25 per share) |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  |  | - |  |  | (9,000 | ) |  | - |  |  | - |  |  | - |  |  | (9,000 | )
Series B preferred dividends ($13.13 per share) |  | - |  |  | - |  | 20 |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  |  | 20,000 |  |  | (20,000 | ) |  | - |  |  | - |  |  | - |  |  | - |
Series C preferred dividends ($47.25 per share) |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  |  | - |  |  | (2,363,000 | ) |  | - |  |  | - |  |  | - |  |  | (2,363,000 | )
Series D preferred dividends ($1.88 per share) |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  |  | - |  |  | (870,000 | ) |  | - |  |  | - |  |  | - |  |  | (870,000 | )
Series E preferred dividends ($1.40 per share) |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  |  | - |  |  | (912,000 | ) |  | - |  |  | - |  |  | - |  |  | (912,000 | )
Series G preferred dividends ($7.81 per share) |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  |  | - |  |  | (7,000 | ) |  | - |  |  | - |  |  | - |  |  | (7,000 | )
Conversion of Series B preferred stock to common stock |  | - |  |  | - |  | (5,238 | ) |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | 2,549,838 |  |  | 3,000 |  | - |  |  | - |  |  | (3,000 | ) |  | - |  |  | - |  |  | - |  |  | - |  |  | - |
Retirement of treasury stock |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  |  | - |  |  | (30,571,000 | ) |  | - |  |  | - |  |  | 30,571,000 |  |  | - |
Foreign currency translation adjustments |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  |  | - |  |  | - |  |  | 6,000 |  |  | - |  |  | - |  |  | 6,000 |
Net income attributable to non-controlling interest |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 1,195,000 |  |  | - |  |  | 1,195,000 |
Deconsolidation of subsidiary |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  |  | - |  |  | - |  |  | 531,000 |  |  | 7,736,000 |  |  | - |  |  | 8,267,000 |
Other |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  |  |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  | - |  |  | - |  |  | (2,000 | ) |  | - |  |  | - |  |  | - |  |  | - |  |  | (2,000 | )
BALANCES, June 30, 2025 |  | 7,040 |  | $ | - |  | 2,681 |  | $ | - |  | 50,000 |  | $ | - |  | 585,613 |  | $ | - |  | 649,998 |  | $ | 1,000 |  | 998,577 |  | $ | 1,000 |  | 960 |  | $ | - |  | 8,666,055 |  | $ | 9,000 |  | 4,993,751 |  | $ | 5,000 |  | $ | 692,584,000 |  | $ | (686,958,000 | ) | $ | (131,000 | ) | $ | 2,385,000 |  | $ | - |  | $ | 7,896,000 |

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

| F-6 |

HYPERSCALE DATA, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)

Six Months Ended June 30, 2024

|  | Preferred Stock |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Accumulated |  |  |  |  |  |  |  |  |  |
|  | Series A |  |  | Series C |  |  | Series D |  |  | Class A Common Stock |  |  | Additional |  |  |  |  |  | Other |  |  | Non- |  |  |  |  |  | Total |
|  | Shares |  |  | Par Amount |  |  | Shares |  |  | Par Amount |  |  | Shares |  |  | Par Amount |  |  | Shares |  |  | Amount |  |  | Paid-In Capital |  |  | Accumulated Deficit |  |  | Comprehensive Loss |  |  | Controlling Interest |  |  | Treasury Stock |  |  | Stockholders’ Equity |
BALANCES, January 1, 2024 |  |  | 7,040 |  |  | $ | - |  |  |  | 41,500 |  |  | $ | - |  |  |  | 425,197 |  |  | $ | - |  |  |  | 127,322 |  |  | $ | - |  |  | $ | 644,856,000 |  |  | $ | (567,469,000 | ) |  | $ | (2,097,000 | ) |  | $ | 11,957,000 |  |  | $ | (30,571,000 | ) |  | $ | 56,676,000 |
Issuance of Series C preferred stock, related party for cash |  |  | - |  |  |  | - |  |  |  | 2,500 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 2,315,000 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 2,315,000 |
Fair value of warrants issued in connection with Series C preferred stock, related party |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 185,000 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 185,000 |
Stock-based compensation |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 815,000 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 815,000 |
Issuance of Class A common stock for cash |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 731,688 |  |  |  | 1,000 |  |  |  | 14,598,000 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 14,599,000 |
Financing cost in connection with sales of Class A common stock |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (513,000 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (513,000 | )
Issuance of Class A common stock for conversion of debt |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 165,171 |  |  |  | - |  |  |  | 2,710,000 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 2,710,000 |
Increase in ownership interest of subsidiary |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (893,000 | ) |  |  | - |  |  |  | (893,000 | )
Sale of subsidiary stock to non-controlling interests |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 1,777,000 |  |  |  | - |  |  |  | 1,777,000 |
Distribution to Circle 8 non-controlling interest |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (226,000 | ) |  |  | - |  |  |  | (226,000 | )
Conversion of RiskOn International, Inc. (“ROI”) convertible note |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 863,000 |  |  |  | - |  |  |  | 863,000 |
Net loss attributable to Hyperscale Data |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (30,210,000 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (30,210,000 | )
Series A preferred dividends ($1.28 per share) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (9,000 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (9,000 | )
Series C preferred dividends ($47.17 per share) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (2,032,000 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (2,032,000 | )
Series D preferred dividends ($1.62 per share) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (527,000 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (527,000 | )
Foreign currency translation adjustments |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (400,000 | ) |  |  | - |  |  |  | - |  |  |  | (400,000 | )
Net income attributable to non-controlling interest |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 1,621,000 |  |  |  | - |  |  |  | 1,621,000 |
Distribution of securities of TurnOnGreen, Inc. (“TurnOnGreen”) to Hyperscale Data Class A common stockholders ($2.02 per share) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (4,900,000 | ) |  |  | - |  |  |  | - |  |  |  | 4,900,000 |  |  |  | - |  |  |  | - |
Distribution of ROI investment in White River Energy Corp. (“White River”) to ROI stockholders |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (19,210,000 | ) |  |  | - |  |  |  | (19,210,000 | )
Net loss attributable to non-controlling interest of deconsolidated subsidiary |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (1,229,000 | ) |  |  | - |  |  |  | (1,229,000 | )
Other |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (101,362 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 5,000 |  |  |  | (35,000 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (30,000 | )
BALANCES, June 30, 2024 |  |  | 7,040 |  |  | $ | - |  |  |  | 44,000 |  |  | $ | - |  |  |  | 323,835 |  |  | $ | - |  |  |  | 1,024,181 |  |  | $ | 1,000 |  |  | $ | 660,071,000 |  |  | $ | (600,282,000 | ) |  | $ | (2,497,000 | ) |  | $ | (440,000 | ) |  | $ | (30,571,000 | ) |  | $ | 26,282,000 |

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

| F-7 |

HYPERSCALE DATA, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

|  | For the Six Months Ended June 30, |
|  | 2025 |  |  | 2024 |
Cash flows from operating activities: |  |  |  |  |  |  |  |
Net loss |  | $ | (22,061,000 | ) |  | $ | (28,589,000 | )
Net loss from discontinued operations |  |  | - |  |  |  | (2,996,000 | )
Net loss from continuing operations |  |  | (22,061,000 | ) |  |  | (25,593,000 | )
Adjustments to reconcile net loss to net cash used in operating activities: |  |  |  |  |  |  |  |
Depreciation and amortization |  |  | 9,977,000 |  |  |  | 11,748,000 |
Amortization of debt discount |  |  | 4,882,000 |  |  |  | 5,916,000 |
Amortization of right-of-use assets |  |  | 741,000 |  |  |  | 772,000 |
Stock-based compensation |  |  | 135,000 |  |  |  | 815,000 |
Loss (gain) on the sale of fixed assets |  |  | 559,000 |  |  |  | (32,000 | )
Impairment of property and equipment |  |  | - |  |  |  | 7,955,000 |
Impairment of equity securities |  |  | - |  |  |  | 6,266,000 |
Revenue, crypto assets mining |  |  | (9,882,000 | ) |  |  | (15,201,000 | )
Proceeds from the sale of crypto assets |  |  | 9,940,000 |  |  |  | 15,534,000 |
Gain on conversion of investment in equity securities to marketable equity securities |  |  | - |  |  |  | (17,900,000 | )
Proceeds from the sale of investment in equity securities |  |  | 3,953,000 |  |  |  |  |
Gain on the sale of equity securities |  |  | (1,401,000 | ) |  |  |  |
Loss from investment in unconsolidated entity |  |  | - |  |  |  | 1,958,000 |
Provision for loan losses |  |  | - |  |  |  | 3,068,000 |
Gain on extinguishment of debt |  |  | 4,569,000 |  |  |  | 116,000 |
Gain on deconsolidation of subsidiary |  |  | (9,690,000 | ) |  |  | - |
Other |  |  | (626,000 | ) |  |  | (1,012,000 | )
Changes in operating assets and liabilities: |  |  |  |  |  |  |  |
Marketable equity securities |  |  | (54,000 | ) |  |  | (7,000 | )
Accounts receivable |  |  | (1,196,000 | ) |  |  | (164,000 | )
Inventories |  |  | 293,000 |  |  |  | 232,000 |
Prepaid expenses and other current assets |  |  | 591,000 |  |  |  | 803,000 |
Other assets |  |  | 348,000 |  |  |  | (648,000 | )
Accounts payable and accrued expenses |  |  | 2,613,000 |  |  |  | (3,793,000 | )
Lease liabilities |  |  | (746,000 | ) |  |  | (939,000 | )
Net cash used in operating activities from continuing operations |  |  | (7,055,000 | ) |  |  | (10,106,000 | )
Net cash used in operating activities from discontinued operations |  |  | - |  |  |  | (3,826,000 | )
Net cash used in operating activities |  |  | (7,055,000 | ) |  |  | (13,932,000 | )
Cash flows from investing activities: |  |  |  |  |  |  |  |
Purchase of property and equipment |  |  | (3,277,000 | ) |  |  | (3,653,000 | )
Cash decrease upon deconsolidation of subsidiary |  |  | (6,000 | ) |  |  | - |
Investments in loans receivable |  |  | (1,350,000 | ) |  |  | (134,000 | )
Investments in non-marketable equity securities |  |  | - |  |  |  | (120,000 | )
Proceeds from the sale of fixed assets |  |  | 820,000 |  |  |  | 626,000 |
Investment in notes receivable, related party |  |  | (691,000 | ) |  |  | - |
Principal payments on loans receivable |  |  | 236,000 |  |  |  | - |
Payments (disbursements) from notes receivable, related party |  |  | 1,945,000 |  |  |  | (1,841,000 | )
Other |  |  | (8,000 | ) |  |  | (226,000 | )
Net cash used in investing activities from continuing operations |  |  | (2,331,000 | ) |  |  | (5,348,000 | )
Net cash provided by investing activities from discontinued operations |  |  | - |  |  |  | 1,554,000 |
Net cash used in investing activities |  |  | (2,331,000 | ) |  |  | (3,794,000 | )

| F-8 |

HYPERSCALE DATA, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(Unaudited)

|  | For the Six Months Ended June 30, |
|  | 2025 |  |  | 2024 |
Cash flows from financing activities: |  |  |  |  |  |  |  |
Gross proceeds from sales of Class A common stock |  | $ | - |  |  | $ | 14,599,000 |
Financing cost in connection with sales of Class A common stock |  |  | - |  |  |  | (513,000 | )
Proceeds from sales of Series B preferred stock |  |  | 7,899,000 |  |  |  | - |
Proceeds from sales of Series D preferred stock |  |  | 3,450,000 |  |  |  | - |
Proceeds from sales of Series C and Series G preferred stock and warrants, related party |  |  | 960,000 |  |  |  | 2,500,000 |
Proceeds from subsidiaries’ sale of stock to non-controlling interests |  |  | - |  |  |  | 1,777,000 |
Distribution to Circle 8 non-controlling interest |  |  | - |  |  |  | (226,000 | )
Proceeds from notes payable |  |  | 29,127,000 |  |  |  | 33,932,000 |
Payments on notes payable |  |  | (30,289,000 | ) |  |  | (30,487,000 | )
Payments on convertible notes payable, related party |  |  | - |  |  |  | (193,000 | )
Payments on notes payable, related party |  |  | (93,000 | ) |  |  | (1,898,000 | )
Payments of preferred dividends |  |  | (4,161,000 | ) |  |  | (2,568,000 | )
Proceeds from sales of convertible notes |  |  | 5,020,000 |  |  |  | 1,800,000 |
Payments on convertible notes |  |  | (300,000 | ) |  |  | (1,230,000 | )
Net cash provided by financing activities from continuing operations |  |  | 11,613,000 |  |  |  | 17,493,000 |
Net cash provided by financing activities from discontinued operations |  |  | - |  |  |  | 1,328,000 |
Net cash provided by financing activities |  |  | 11,613,000 |  |  |  | 18,821,000 |
Effect of exchange rate changes on cash and cash equivalents from continuing operations |  |  | 6,000 |  |  |  | 352,000 |
Net increase in cash and cash equivalents and restricted cash |  |  | 2,233,000 |  |  |  | 1,447,000 |
Cash and cash equivalents and restricted cash at beginning of period - continuing operations |  |  | 25,022,000 |  |  |  | 11,067,000 |
Cash and cash equivalents and restricted cash at beginning of period - discontinued operations |  |  | - |  |  |  | 4,301,000 |
Cash and cash equivalents and restricted cash at beginning of period |  |  | 25,022,000 |  |  |  | 15,368,000 |
Cash and cash equivalents and restricted cash at end of period |  |  | 27,255,000 |  |  |  | 16,815,000 |
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 |  | $ | 27,255,000 |  |  | $ | 13,533,000 |
Supplemental disclosures of cash flow information: |  |  |  |  |  |  |  |
Cash paid during the period for interest - continuing operations |  | $ | 2,699,000 |  |  | $ | 1,280,000 |
Cash paid during the period for interest - discontinued operations |  | $ | - |  |  | $ | 665,000 |
Non-cash investing and financing activities: |  |  |  |  |  |  |  |
Settlement of accounts payable with crypto assets |  | $ | 16,000 |  |  | $ | 8,000 |
Settlement of interest payable with crypto assets |  | $ | - |  |  | $ | 142,000 |
Settlement of note payable with crypto assets |  | $ | - |  |  | $ | 506,000 |
Conversion of convertible notes payable into shares of Class A common stock |  | $ | 11,313,000 |  |  | $ | - |
Conversion of Series B preferred stock into shares of Class A common stock |  | $ | 3,000 |  |  | $ | - |
Conversion of debt and equity securities to marketable securities |  | $ | - |  |  | $ | 1,810,000 |
Exchange of related party advances for investment in other equity securities, related party |  | $ | - |  |  | $ | 2,000,000 |
Recognition of new operating lease right-of-use assets and lease liabilities |  | $ | 1,552,000 |  |  | $ | 1,725,000 |
Remeasurement of Ault Disruptive Technologies Corporation temporary equity |  | $ | - |  |  | $ | 23,000 |
Notes payable exchanged for convertible notes payable |  | $ | 9,103,000 |  |  | $ | - |
Dividend of ROI investment in White River to ROI shareholders |  | $ | - |  |  | $ | 19,210,000 |
Redeemable non-controlling interests in equity of subsidiaries paid with cash and marketable securities held in trust account |  | $ | - |  |  | $ | 1,463,000 |
Paid-in-kind dividends settled through issuance of Series B preferred stock |  | $ | 20,000 |  |  | $ | - |
Dividend paid in TurnOnGreen common stock in additional paid-in capital |  | $ | - |  |  | $ | 4,900,000 |

| F-9 |

1. DESCRIPTION OF BUSINESS

Hyperscale Data, Inc. is a 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 subsidiary.

The Company has the following reportable segments:

| • | Energy and Infrastructure (“Energy”) – crane operations;

| • | Technology and Finance (“Fintech”) – commercial lending, activist investing, and stock trading;

| • | Sentinum, Inc. (“Sentinum”) – crypto assets mining operations and colocation and hosting services for the emerging artificial intelligence ecosystems and other industries;

| • | TurnOnGreen – commercial electronics solutions;

| • | ROI – AI software platform and a social gaming platform; and

| • | Ault Global Real Estate Equities, Inc. (“AGREE”) – hotel operations and other commercial real estate holdings.

2. LIQUIDITY AND FINANCIAL CONDITION

As 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. Accordingly, 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.

| F-10 |

3. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Regulation S-X and do not include all the information and disclosures required by generally accepted accounting principles in the United States of America (“GAAP”). The Company has made estimates and judgments affecting the amounts reported in the Company’s condensed consolidated financial statements and the accompanying notes. The actual results experienced by the Company may differ materially from the Company’s estimates. The condensed consolidated financial information is unaudited but reflects all normal adjustments that are, in the opinion of management, necessary to provide a fair statement of results for the interim periods presented.

These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Annual Report”), filed with the Securities and 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.

Prior Period Revision - Statement of Cash Flows

For 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.

Significant Accounting Policies

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

Reclassifications

Certain 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. (“GIGA”). These reclassifications had no effect on previously reported results of operations.

Recent Accounting Pronouncements

The Company continually assesses any new accounting pronouncements to determine their applicability. 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.

On December 14, 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires entities to disclose specific rate reconciliations, amount of income taxes separated by federal and individual jurisdiction, and the amount of income (loss) from continuing operations before income tax expense (benefit) disaggregated between federal, state, and foreign. The Company will adopt ASU 2023-09 as required for the year ending December 31, 2025. The Company is currently evaluating the impact of the new requirement for its income tax disclosure.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). ASU 2024-03 requires additional disclosures of certain expenses in the notes of the financial statements, to provide enhanced transparency into the expense captions presented on the Consolidated Statements of Operations. Additionally, in January 2025, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), to clarify the effective date of ASU 2024-03. The new standard is effective for the Company for its annual periods beginning January 1, 2027 and for interim periods beginning January 1, 2028, with early adoption permitted. The Company is currently evaluating the impact of adopting the standard.

| F-11 |

4. DECONSOLIDATION OF SUBSIDIARIES AND GIGA DISCONTINUED OPERATIONS

Deconsolidation of Avalanche International Corp. (“AVLP”)

On 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. 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. 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 (“Eco Pack”)

On April 16, 2025, Eco Pack, formerly a majority-owned subsidiary of the Company, filed a voluntary liquidation under the insolvency regulations in the UK. As a result of the filing, the Company no longer maintained a controlling financial interest. Accordingly, the Company deconsolidated Eco Pack effective as of the filing date. 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.

Presentation of GIGA as Discontinued Operations

On August 14, 2024, GIGA filed a petition for reorganization under Chapter 11 of the bankruptcy laws. The filing placed GIGA under the control of the bankruptcy court, which oversees its reorganization and restructuring process. 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.

In connection with the Chapter 11 reorganization process, the Company concluded that the operations of GIGA met the criteria for discontinued operations as this was a strategic shift that had and will continue to have a significant effect on the Company’s operations and financial results. As a result, the Company has presented the results of operations, cash flows and financial position of GIGA as discontinued operations in the accompanying consolidated financial statements and notes for all periods presented.

The following table presents the results of GIGA operations:

Schedule of operations |  |  |  |  |  |  |  |
|  | For the Three Months Ended June 30, 2024 |  |  | For the Six Months Ended June 30, 2024 |
Revenue, products |  | $ | 10,610,000 |  |  | $ | 20,183,000 |
Cost of revenue, products |  |  | 7,452,000 |  |  |  | 15,515,000 |
Gross profit |  |  | 3,158,000 |  |  |  | 4,668,000 |
Operating expenses |  |  |  |  |  |  |  |
Research and development |  |  | 750,000 |  |  |  | 1,711,000 |
Selling and marketing |  |  | 268,000 |  |  |  | 880,000 |
General and administrative |  |  | 1,694,000 |  |  |  | 5,109,000 |
Total operating expenses |  |  | 2,712,000 |  |  |  | 7,700,000 |
Income (loss) from operations |  |  | 446,000 |  |  |  | (3,032,000 | )
Other income (expense): |  |  |  |  |  |  |  |
Interest and other income |  |  | 89,000 |  |  |  | 149,000 |
Interest expense |  |  | (504,000 | ) |  |  | (1,356,000 | )
Total other expense, net |  |  | (415,000 | ) |  |  | (1,207,000 | )
Income (loss) before income taxes |  |  | 31,000 |  |  |  | (4,239,000 | )
Income tax provision (benefit) |  |  | 28,000 |  |  |  | (15,000 | )
Net income (loss) |  |  | 3,000 |  |  |  | (4,224,000 | )
Net loss attributable to non-controlling interest |  |  | 338,000 |  |  |  | 1,229,000 |
Net income (loss) available to common stockholders |  | $ | 341,000 |  |  | $ | (2,995,000 | )

| F-12 |

The cash flow activity related to discontinued operations is presented separately on the statement of cash flows as summarized below:

Schedule of statement of cash flows |  |  |  |
|  | For the Six Months Ended June 30, 2024 |
Cash flows from operating activities: |  |  |  |
Net loss |  | $ | (4,224,000 | )
Adjustments to reconcile net loss to net cash provided by operating activities: |  |  |  |
Depreciation and amortization |  |  | 288,000 |
Amortization of right-of-use assets |  |  | 439,000 |
Amortization of intangibles |  |  | 105,000 |
Gain on extinguishment of debt |  |  | (858,000 | )
Changes in operating assets and liabilities: |  |  |  |
Accounts receivable |  |  | (2,210,000 | )
Inventories |  |  | 693,000 |
Prepaid expenses and other current assets |  |  | (374,000 | )
Lease liabilities |  |  | (475,000 | )
Accounts payable and accrued expenses |  |  | 2,790,000 |
Net cash used in operating activities |  |  | (3,826,000 | )
Cash flows from investing activities: |  |  |  |
Purchase of property and equipment |  |  | (244,000 | )
Cash contributions from parent |  |  | 1,841,000 |
Other |  |  | (43,000 | )
Net cash provided by investing activities |  |  | 1,554,000 |
Cash flows from financing activities: |  |  |  |
Proceeds from notes payable |  |  | 1,328,000 |
Net cash provided by financing activities |  |  | 1,328,000 |
Effect of exchange rate changes on cash and cash equivalents |  |  | (75,000 | )
Net decrease in cash and cash equivalents and restricted cash |  |  | (1,019,000 | )
Cash and cash equivalents and restricted cash at beginning of period |  |  | 4,301,000 |
Cash and cash equivalents and restricted cash at end of period |  | $ | 3,282,000 |
Supplemental disclosures of cash flow information: |  |  |  |
Cash paid during the period for interest |  | $ | 665,000 |

| F-13 |

5. REVENUE DISAGGREGATION

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. 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. 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 revenue.

The Company’s disaggregated revenues consisted of the following for the three months ended June 30, 2025:

Schedule of disaggregated revenues |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | TurnOnGreen |  |  | Fintech |  |  | Sentinum |  |  | AGREE |  |  | Energy |  |  | ROI |  |  | Holding Co. |  |  | Total |
Primary Geographical Markets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
North America |  | $ | 1,593,000 |  |  | $ | - |  |  | $ | 4,929,000 |  |  | $ | 5,377,000 |  |  | $ | 11,582,000 |  |  | $ | 3,000 |  |  | $ | 447,000 |  |  | $ | 23,931,000 |
Europe |  |  | (6,000 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (6,000 | )
Middle East and other |  |  | 105,000 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 105,000 |
Revenue from contracts with customers |  |  | 1,692,000 |  |  |  | - |  |  |  | 4,929,000 |  |  |  | 5,377,000 |  |  |  | 11,582,000 |  |  |  | 3,000 |  |  |  | 447,000 |  |  |  | 24,030,000 |
Revenue, lending and trading activities (North America) |  |  | - |  |  |  | 1,826,000 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 1,826,000 |
Total revenue |  | $ | 1,692,000 |  |  | $ | 1,826,000 |  |  | $ | 4,929,000 |  |  | $ | 5,377,000 |  |  | $ | 11,582,000 |  |  | $ | 3,000 |  |  | $ | 447,000 |  |  | $ | 25,856,000 |
Major Goods or Services |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Power supply units and systems |  | $ | 1,692,000 |  |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | 1,692,000 |
Revenue from mined crypto assets at Sentinum owned and operated facilities |  |  | - |  |  |  | - |  |  |  | 4,684,000 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 4,684,000 |
Hotel and real estate operations |  |  | - |  |  |  | - |  |  |  | 245,000 |  |  |  | 5,377,000 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 5,622,000 |
Crane rental |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 11,582,000 |  |  |  | - |  |  |  | - |  |  |  | 11,582,000 |
Other |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 3,000 |  |  |  | 447,000 |  |  |  | 450,000 |
Revenue from contracts with customers |  |  | 1,692,000 |  |  |  | - |  |  |  | 4,929,000 |  |  |  | 5,377,000 |  |  |  | 11,582,000 |  |  |  | 3,000 |  |  |  | 447,000 |  |  |  | 24,030,000 |
Revenue, lending and trading activities |  |  | - |  |  |  | 1,826,000 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 1,826,000 |
Total revenue |  | $ | 1,692,000 |  |  | $ | 1,826,000 |  |  | $ | 4,929,000 |  |  | $ | 5,377,000 |  |  | $ | 11,582,000 |  |  | $ | 3,000 |  |  | $ | 447,000 |  |  | $ | 25,856,000 |
Timing of Revenue Recognition |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Goods and services transferred at a point in time |  | $ | 1,656,000 |  |  | $ | - |  |  | $ | 4,929,000 |  |  | $ | 5,377,000 |  |  | $ | - |  |  | $ | 3,000 |  |  | $ | 447,000 |  |  | $ | 12,412,000 |
Services transferred over time |  |  | 36,000 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 11,582,000 |  |  |  | - |  |  |  | - |  |  |  | 11,618,000 |
Revenue from contracts with customers |  | $ | 1,692,000 |  |  | $ | - |  |  | $ | 4,929,000 |  |  | $ | 5,377,000 |  |  | $ | 11,582,000 |  |  | $ | 3,000 |  |  | $ | 447,000 |  |  | $ | 24,030,000 |

| F-14 |

The Company’s disaggregated revenues consisted of the following for the six months ended June 30, 2025:

|  | TurnOnGreen |  |  | Fintech |  |  | Sentinum |  |  | AGREE |  |  | Energy |  |  | ROI |  |  | Holding Co. |  |  | Total |
Primary Geographical Markets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
North America |  | $ | 3,121,000 |  |  | $ | - |  |  | $ | 10,643,000 |  |  | $ | 8,526,000 |  |  | $ | 25,351,000 |  |  | $ | 2,000 |  |  | $ | 1,244,000 |  |  | $ | 48,887,000 |
Europe |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 29,000 |  |  |  | - |  |  |  | - |  |  |  | 29,000 |
Middle East and other |  |  | 163,000 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 163,000 |
Revenue from contracts with customers |  |  | 3,284,000 |  |  |  | - |  |  |  | 10,643,000 |  |  |  | 8,526,000 |  |  |  | 25,380,000 |  |  |  | 2,000 |  |  |  | 1,244,000 |  |  |  | 49,079,000 |
Revenue, lending and trading activities (North America) |  |  | - |  |  |  | 1,798,000 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 1,798,000 |
Total revenue |  | $ | 3,284,000 |  |  | $ | 1,798,000 |  |  | $ | 10,643,000 |  |  | $ | 8,526,000 |  |  | $ | 25,380,000 |  |  | $ | 2,000 |  |  | $ | 1,244,000 |  |  | $ | 50,877,000 |
Major Goods or Services |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Power supply units and systems |  | $ | 3,284,000 |  |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | 3,284,000 |
Revenue from mined crypto assets at Sentinum owned and operated facilities |  |  | - |  |  |  | - |  |  |  | 9,882,000 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 9,882,000 |
Hotel and real estate operations |  |  | - |  |  |  | - |  |  |  | 761,000 |  |  |  | 8,526,000 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 9,287,000 |
Crane rental |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 25,351,000 |  |  |  | - |  |  |  | - |  |  |  | 25,351,000 |
Other |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 29,000 |  |  |  | 2,000 |  |  |  | 1,244,000 |  |  |  | 1,275,000 |
Revenue from contracts with customers |  |  | 3,284,000 |  |  |  | - |  |  |  | 10,643,000 |  |  |  | 8,526,000 |  |  |  | 25,380,000 |  |  |  | 2,000 |  |  |  | 1,244,000 |  |  |  | 49,079,000 |
Revenue, lending and trading activities |  |  | - |  |  |  | 1,798,000 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 1,798,000 |
Total revenue |  | $ | 3,284,000 |  |  | $ | 1,798,000 |  |  | $ | 10,643,000 |  |  | $ | 8,526,000 |  |  | $ | 25,380,000 |  |  | $ | 2,000 |  |  | $ | 1,244,000 |  |  | $ | 50,877,000 |
Timing of Revenue Recognition |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Goods and services transferred at a point in time |  | $ | 3,248,000 |  |  | $ | - |  |  | $ | 10,643,000 |  |  | $ | 8,526,000 |  |  | $ | 29,000 |  |  | $ | 2,000 |  |  | $ | 1,244,000 |  |  | $ | 23,692,000 |
Services transferred over time |  |  | 36,000 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 25,351,000 |  |  |  | - |  |  |  | - |  |  |  | 25,387,000 |
Revenue from contracts with customers |  | $ | 3,284,000 |  |  | $ | - |  |  | $ | 10,643,000 |  |  | $ | 8,526,000 |  |  | $ | 25,380,000 |  |  | $ | 2,000 |  |  | $ | 1,244,000 |  |  | $ | 49,079,000 |

| F-15 |

The Company’s disaggregated revenues consisted of the following for the three months ended June 30, 2024:

|  | TurnOnGreen |  |  | Fintech |  |  | Sentinum |  |  | AGREE |  |  | Energy |  |  | ROI |  |  | Holding Co. |  |  | Total |
Primary Geographical Markets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
North America |  | $ | 1,181,000 |  |  | $ | - |  |  | $ | 8,745,000 |  |  | $ | 5,134,000 |  |  | $ | 11,700,000 |  |  | $ | 39,000 |  |  | $ | 672,000 |  |  | $ | 27,471,000 |
Europe |  |  | 10,000 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 29,000 |  |  |  | - |  |  |  | - |  |  |  | 39,000 |
Middle East and other |  |  | 45,000 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 45,000 |
Revenue from contracts with customers |  |  | 1,236,000 |  |  |  | - |  |  |  | 8,745,000 |  |  |  | 5,134,000 |  |  |  | 11,729,000 |  |  |  | 39,000 |  |  |  | 672,000 |  |  |  | 27,555,000 |
Revenue, lending and trading activities (North America) |  |  | - |  |  |  | (9,763,000 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (9,763,000 | )
Total revenue |  | $ | 1,236,000 |  |  | $ | (9,763,000 | ) |  | $ | 8,745,000 |  |  | $ | 5,134,000 |  |  | $ | 11,729,000 |  |  | $ | 39,000 |  |  | $ | 672,000 |  |  | $ | 17,792,000 |
Major Goods or Services |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Power supply units and systems |  | $ | 1,236,000 |  |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | 1,236,000 |
Revenue from mined crypto assets at Sentinum owned and operated facilities |  |  | - |  |  |  | - |  |  |  | 6,339,000 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 6,339,000 |
Revenue from Sentinum crypto mining equipment hosted at third-party facilities |  |  | - |  |  |  | - |  |  |  | 2,151,000 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 2,151,000 |
Hotel and real estate operations |  |  | - |  |  |  | - |  |  |  | 255,000 |  |  |  | 5,134,000 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 5,389,000 |
Crane rental |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 11,700,000 |  |  |  | - |  |  |  | - |  |  |  | 11,700,000 |
Other |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 29,000 |  |  |  | 39,000 |  |  |  | 672,000 |  |  |  | 740,000 |
Revenue from contracts with customers |  |  | 1,236,000 |  |  |  | - |  |  |  | 8,745,000 |  |  |  | 5,134,000 |  |  |  | 11,729,000 |  |  |  | 39,000 |  |  |  | 672,000 |  |  |  | 27,555,000 |
Revenue, lending and trading activities |  |  | - |  |  |  | (9,763,000 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (9,763,000 | )
Total revenue |  | $ | 1,236,000 |  |  | $ | (9,763,000 | ) |  | $ | 8,745,000 |  |  | $ | 5,134,000 |  |  | $ | 11,729,000 |  |  | $ | 39,000 |  |  | $ | 672,000 |  |  | $ | 17,792,000 |
Timing of Revenue Recognition |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Goods and services transferred at a point in time |  | $ | 1,236,000 |  |  | $ | - |  |  | $ | 8,745,000 |  |  | $ | 5,134,000 |  |  | $ | 29,000 |  |  | $ | 39,000 |  |  | $ | 672,000 |  |  | $ | 15,855,000 |
Services transferred over time |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 11,700,000 |  |  |  | - |  |  |  | - |  |  |  | 11,700,000 |
Revenue from contracts with customers |  | $ | 1,236,000 |  |  | $ | - |  |  | $ | 8,745,000 |  |  | $ | 5,134,000 |  |  | $ | 11,729,000 |  |  | $ | 39,000 |  |  | $ | 672,000 |  |  | $ | 27,555,000 |

| F-16 |

The Company’s disaggregated revenues consisted of the following for the six months ended June 30, 2024:

|  | TurnOnGreen |  |  | Fintech |  |  | Sentinum |  |  | AGREE |  |  | Energy |  |  | ROI |  |  | Holding Co. |  |  | Total |
Primary Geographical Markets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
North America |  | $ | 2,338,000 |  |  | $ | - |  |  | $ | 20,494,000 |  |  | $ | 8,140,000 |  |  | $ | 24,618,000 |  |  | $ | 67,000 |  |  | $ | 973,000 |  |  | $ | 56,630,000 |
Europe |  |  | 14,000 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 68,000 |  |  |  | - |  |  |  | - |  |  |  | 82,000 |
Middle East and other |  |  | 109,000 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 109,000 |
Revenue from contracts with customers |  |  | 2,461,000 |  |  |  | - |  |  |  | 20,494,000 |  |  |  | 8,140,000 |  |  |  | 24,686,000 |  |  |  | 67,000 |  |  |  | 973,000 |  |  |  | 56,821,000 |
Revenue, lending and trading activities (North America) |  |  | - |  |  |  | (664,000 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (664,000 | )
Total revenue |  | $ | 2,461,000 |  |  | $ | (664,000 | ) |  | $ | 20,494,000 |  |  | $ | 8,140,000 |  |  | $ | 24,686,000 |  |  | $ | 67,000 |  |  | $ | 973,000 |  |  | $ | 56,157,000 |
Major Goods or Services |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Power supply units and systems |  | $ | 2,461,000 |  |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | 2,461,000 |
Revenue from mined crypto assets at Sentinum owned and operated facilities |  |  | - |  |  |  | - |  |  |  | 15,201,000 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 15,201,000 |
Revenue from Sentinum crypto mining equipment hosted at third-party facilities |  |  | - |  |  |  | - |  |  |  | 4,736,000 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 4,736,000 |
Hotel and real estate operations |  |  | - |  |  |  | - |  |  |  | 557,000 |  |  |  | 8,140,000 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 8,697,000 |
Crane rental |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 24,618,000 |  |  |  | - |  |  |  | - |  |  |  | 24,618,000 |
Other |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 68,000 |  |  |  | 67,000 |  |  |  | 973,000 |  |  |  | 1,108,000 |
Revenue from contracts with customers |  |  | 2,461,000 |  |  |  | - |  |  |  | 20,494,000 |  |  |  | 8,140,000 |  |  |  | 24,686,000 |  |  |  | 67,000 |  |  |  | 973,000 |  |  |  | 56,821,000 |
Revenue, lending and trading activities |  |  | - |  |  |  | (664,000 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (664,000 | )
Total revenue |  | $ | 2,461,000 |  |  | $ | (664,000 | ) |  | $ | 20,494,000 |  |  | $ | 8,140,000 |  |  | $ | 24,686,000 |  |  | $ | 67,000 |  |  | $ | 973,000 |  |  | $ | 56,157,000 |
Timing of Revenue Recognition |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Goods and services transferred at a point in time |  | $ | 2,452,000 |  |  | $ | - |  |  | $ | 20,494,000 |  |  | $ | 8,140,000 |  |  | $ | 68,000 |  |  | $ | 67,000 |  |  | $ | 973,000 |  |  | $ | 32,194,000 |
Services transferred over time |  |  | 9,000 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 24,618,000 |  |  |  | - |  |  |  | - |  |  |  | 24,627,000 |
Revenue from contracts with customers |  | $ | 2,461,000 |  |  | $ | - |  |  | $ | 20,494,000 |  |  | $ | 8,140,000 |  |  | $ | 24,686,000 |  |  | $ | 67,000 |  |  | $ | 973,000 |  |  | $ | 56,821,000 |

| F-17 |

6. FAIR VALUE OF FINANCIAL INSTRUMENTS

The 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 December 31, 2024):

Fair value, assets measured on recurring basis |  |  |  |  |  |  |  |  |  |  |  |
|  | Fair Value Measurement at June 30, 2025 |
|  | Total |  |  | Level 1 |  |  | Level 2 |  |  | Level 3 |
Embedded conversion feature liabilities |  | $ | 3,531,000 |  |  | $ | - |  |  | $ | - |  |  | $ | 3,531,000 |

The Company assesses the inputs used to measure fair value using the three-tier hierarchy based on the extent to which inputs used in measuring fair value are observable in the market. For investments where little or no public market exists, management’s determination of fair value is based on the best available information which may incorporate management’s own assumptions and involves a significant degree of judgment, taking into consideration various factors including earnings history, financial condition, recent sales prices of the issuer’s securities and liquidity risks.

The changes in Level 3 fair value hierarchy during the three and six months ended June 30, 2025 and 2024 were as follows:

Schedule of changes in fair value hierarchy |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Level 3 Balance at Beginning of Period |  |  | Fair Value Adjustments |  |  | Sales and Settlement |  |  | Grants |  |  | Level 3 Balance at End of Period |
Six months ended June 30, 2025 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Embedded conversion feature liabilities |  | $ | - |  |  | $ | 662,000 |  |  | $ | (1,274,000 | ) |  | $ | 4,143,000 |  |  | $ | 3,531,000 |
|  | Level 3 Balance at Beginning of Period |  |  | Fair Value Adjustments |  |  | Sales and Settlement |  |  | Grants |  |  | Level 3 Balance at End of Period |
Six months ended June 30, 2024 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Warrant liabilities |  | $ | - |  |  | $ | (99,000 | ) |  | $ | - |  |  | $ | 677,000 |  |  | $ | 578,000 |
Embedded conversion feature liabilities |  | $ | 910,000 |  |  | $ | (755,000 | ) |  | $ | - |  |  | $ | - |  |  | $ | 155,000 |
|  | Level 3 Balance at Beginning of Period |  |  | Fair Value Adjustments |  |  | Sales and Settlement |  |  | Grants |  |  | Level 3 Balance at End of Period |
Three months ended June 30, 2025 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Embedded conversion feature liabilities |  | $ | 2,269,000 |  |  | $ | 662,000 |  |  | $ | (1,274,000 | ) |  | $ | 1,874,000 |  |  | $ | 3,531,000 |
|  | Level 3 Balance at Beginning of Period |  |  | Fair Value Adjustments |  |  | Sales and Settlement |  |  | Grants |  |  | Level 3 Balance at End of Period |
Three months ended June 30, 2024 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Warrant liabilities |  | $ | 560,000 |  |  | $ | 18,000 |  |  | $ | - |  |  | $ | - |  |  | $ | 578,000 |
Embedded conversion feature liabilities |  | $ | 155,000 |  |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | 155,000 |

7. CRYPTO ASSETS

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

Schedule of revenue from crypto assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | For the Three Months Ended |  |  | For the Six Months Ended |
|  | June 30, |  |  | June 30, |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Revenue from mined crypto assets at Sentinum owned and operated facilities |  | $ | 4,684,000 |  |  | $ | 6,339,000 |  |  | $ | 9,882,000 |  |  | $ | 15,201,000 |
Revenue from Sentinum crypto mining equipment hosted at third-party facilities |  |  | - |  |  |  | 2,151,000 |  |  |  | - |  |  |  | 4,736,000 |
Revenue, crypto assets mining |  | $ | 4,684,000 |  |  | $ | 8,490,000 |  |  | $ | 9,882,000 |  |  | $ | 19,937,000 |

| F-18 |

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 2024:

Schedule of activities of the crypto assets |  |  |  |  |  |  |  |
|  | For the Six Months Ended |
|  | June 30, |
|  | 2025 |  |  | 2024 |
Balance at January 1 |  | $ | 182,000 |  |  | $ | 546,000 |
Additions of mined crypto assets |  |  | 9,882,000 |  |  |  | 15,201,000 |
Sale of crypto assets |  |  | (9,940,000 | ) |  |  | (15,534,000 | )
Other |  |  | (21,000 | ) |  |  | 11,000 |
Balance at June 30 |  | $ | 103,000 |  |  | $ | 224,000 |

8. PROPERTY AND EQUIPMENT, NET

At June 30, 2025 and December 31, 2024, property and equipment consisted of:

Schedule of property and equipment |  |  |  |  |  |  |  |
|  | June 30, 2025 |  |  | December 31, 2024 |
Building, land and improvements |  | $ | 81,870,000 |  |  | $ | 80,822,000 |
Crypto assets mining equipment |  |  | 12,150,000 |  |  |  | 12,150,000 |
Crane rental equipment |  |  | 34,668,000 |  |  |  | 34,588,000 |
Computer, software and related equipment |  |  | 9,959,000 |  |  |  | 11,308,000 |
Aircraft |  |  | 15,983,000 |  |  |  | 15,983,000 |
Other property and equipment |  |  | 11,218,000 |  |  |  | 11,417,000 |
|  |  | 165,848,000 |  |  |  | 166,268,000 |
Accumulated depreciation and amortization |  |  | (30,007,000 | ) |  |  | (21,911,000 | )
Property and equipment, net |  | $ | 135,841,000 |  |  | $ | 144,357,000 |

Summary of depreciation expense:

Schedule of depreciation |  |  |  |  |  |  |  |  |  |  |  |
|  | For the Three Months Ended |  |  | For the Six Months Ended |
|  | June 30, |  |  | June 30, |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Depreciation expense |  | $ | 4,711,000 |  |  | $ | 6,057,000 |  |  | $ | 9,785,000 |  |  | $ | 11,641,000 |

9. INTANGIBLE ASSETS, NET

At June 30, 2025 and December 31, 2024, intangible assets consisted of:

Schedule of intangible asset |  |  |  |  |  |  |  |  |  |
|  | Useful Life |  | June 30, 2025 |  |  | December 31, 2024 |
Definite lived intangible assets: |  |  |  |  |  |  |  |  |  |
Customer list |  | 10 years |  | $ | 1,290,000 |  |  | $ | 1,290,000 |
Trade names |  | 12 years |  |  | 1,030,000 |  |  |  | 1,030,000 |
Developed technology |  | 7 years |  |  | - |  |  |  | 60,000 |
|  |  |  |  | 2,320,000 |  |  |  | 2,380,000 |
Accumulated amortization |  |  |  |  | (668,000 | ) |  |  | (536,000 | )
Total definite-lived intangible assets |  |  |  | $ | 1,652,000 |  |  | $ | 1,844,000 |

Certain of the Company’s trade names and trademarks were determined to have an indefinite life. The remaining definite-lived intangible assets are primarily being amortized on a straight-line basis over their estimated useful lives.

Summary of amortization expense:

Schedule of amortization expense |  |  |  |  |  |  |  |  |  |  |  |
|  | For the Three Months Ended |  |  | For the Six Months Ended |
|  | June 30, |  |  | June 30, |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Amortization expense |  | $ | 66,000 |  |  | $ | 53,000 |  |  | $ | 192,000 |  |  | $ | 107,000 |

| F-19 |

As of June 30, 2025, intangible assets subject to amortization have an average remaining useful life of 6.6 years. The following table presents estimated amortization expense for each of the succeeding five calendar years and thereafter.

Schedule of estimated amortization expense |  |  |  |
2025 (remainder) |  | $ | 132,000 |
2026 |  |  | 264,000 |
2027 |  |  | 264,000 |
2028 |  |  | 264,000 |
2029 |  |  | 264,000 |
Thereafter |  |  | 464,000 |
|  | $ | 1,652,000 |

10. INVESTMENTS – RELATED PARTIES

Investments in Alzamend Neuro, Inc. (“Alzamend”), Ault & Company, Inc. (“Ault & Company”) and GIGA at June 30, 2025 and December 31, 2024, were comprised of the following:

Investment in Promissory Notes, Related Parties – Ault & Company and GIGA

Schedule of investment |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Interest |  |  |  |  | June 30, |  |  | December 31, |
|  | Rate |  |  | Due Date |  | 2025 |  |  | 2024 |
Promissory note and accrued interest receivable, Ault & Company, in default |  |  | 8% |  |  | December 31, 2024 |  | $ | 541,000 |  |  | $ | 2,468,000 |
Promissory note and accrued interest receivable, GIGA |  |  | 6% - 12% |  |  | In bankruptcy |  |  | 20,320,000 |  |  |  | 18,499,000 |
Other |  |  |  |  |  |  |  |  | 335,000 |  |  |  | 335,000 |
Allowance for credit losses |  |  |  |  |  |  |  |  | (500,000 | ) |  |  | (500,000 | )
Total investment in promissory notes and other, related parties |  |  |  |  |  |  |  | $ | 20,696,000 |  |  | $ | 20,802,000 |

Summary of interest income, related party, recorded within interest and other income on the condensed consolidated statement of operations:

Schedule of Interest income, related party |  |  |  |  |  |
|  | For the Three Months Ended |  |  | For the Six Months Ended |
|  | June 30, |  |  | June 30, |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Interest income, related party |  | $ | 570,000 |  |  | $ | 269,000 |  |  | $ | 1,148,000 |  |  | $ | 478,000 |

At each reporting date, the Company applies its judgment to evaluate the collectability of the note receivable and makes a provision based on the assessed amount of expected credit loss. This judgment is based on parameters such as interest rates, market conditions and creditworthiness of the creditor.

The Company determined that the collectability of certain notes receivables is doubtful based on information available.

Investment in Alzamend Series B Convertible Preferred Stock, Warrants and Common Stock, Related Parties – Alzamend

Schedule of investment in common stock |  |  |  |  |  |  |  |  |  |  |  |
|  | Investments in Common Stock, Related Parties at June 30, 2025 |
|  | Cost |  |  | Gross Unrealized Losses |  |  | Fair value |
Common shares |  | $ | 24,331,000 |  |  | $ | (24,307,000 | ) |  | $ | 24,000 |
Alzamend series B convertible preferred stock, warrants |  |  | 2,100,000 |  |  |  | - |  |  |  | 2,100,000 |
|  | $ | 26,431,000 |  |  | $ | (24,307,000 | ) |  | $ | 2,124,000 |

|  | Investments in Common Stock, Related Parties at December 31, 2024 |
|  | Cost |  |  | Gross Unrealized Losses |  |  | Fair value |
Common shares |  | $ | 24,697,000 |  |  | $ | (24,607,000 | ) |  | $ | 90,000 |
Alzamend series B convertible preferred stock, warrants |  |  | 2,100,000 |  |  |  | - |  |  |  | 2,100,000 |
|  | $ | 26,797,000 |  |  | $ | (24,607,000 | ) |  | $ | 2,190,000 |

| F-20 |

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:

Schedule of investment in warrants and common stock |  |  |  |  |  |  |  |
|  | For the Three Months Ended June 30, |
|  | 2025 |  |  | 2024 |
Balance at April 1 |  | $ | 81,000 |  |  | $ | 768,000 |
Investment in common stock of Alzamend |  |  | - |  |  |  | 3,000 |
Sale of Alzamend common stock |  |  | (6,000 | ) |  |  | - |
Realized loss in common stock of Alzamend |  |  | (368,000 | ) |  |  | - |
Unrealized gain (loss) in common stock of Alzamend |  |  | 317,000 |  |  |  | (467,000 | )
Balance at June 30 |  | $ | 24,000 |  |  | $ | 304,000 |

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, |
|  | 2025 |  |  | 2024 |
Balance at January 1 |  | $ | 90,000 |  |  | $ | 679,000 |
Investment in common stock of Alzamend |  |  | 8,000 |  |  |  | 8,000 |
Sale of Alzamend common stock |  |  | (6,000 | ) |  |  | - |
Realized loss in common stock of Alzamend |  |  | (368,000 | ) |  |  | - |
Unrealized gain (loss) in common stock of Alzamend |  |  | 300,000 |  |  |  | (383,000 | )
Balance at June 30 |  | $ | 24,000 |  |  | $ | 304,000 |

Ault Lending, LLC (“Ault Lending”) Investment in Alzamend Series B Convertible Preferred Stock and Warrants

Schedule of investment in warrants and preferred stock |  |  |  |  |  |  |  |
|  | June 30, |  |  | December 31, |
|  | 2025 |  |  | 2024 |
Investment in Alzamend preferred stock |  | $ | 2,100,000 |  |  | $ | 2,100,000 |
Total investment in other investments securities, related party |  | $ | 2,100,000 |  |  | $ | 2,100,000 |

In connection with a securities purchase agreement entered into with Alzamend in January 2024, Ault Lending purchased 2,100 shares of Alzamend Series B convertible preferred stock and warrants to purchase 0.2 million shares of Alzamend common stock with a five-year term and an exercise price of $12.00 per share for a total purchase price of $2.1 million.

The Company has elected to account for investment in other investments securities, related party, using a measurement alternative under which they are measured at cost and adjusted for observable price changes and impairments.

Messrs. Ault, Horne and Nisser are each paid $50,000 annually by Alzamend.

11. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Other current liabilities at June 30, 2025 and December 31, 2024 consisted of:

Schedule of other current liabilities |  |  |  |  |  |  |  |
|  | June 30, |  |  | December 31, |
|  | 2025 |  |  | 2024 |
Accounts payable |  | $ | 24,356,000 |  |  | $ | 25,182,000 |
Accrued payroll and payroll taxes |  |  | 2,106,000 |  |  |  | 2,342,000 |
Interest payable |  |  | 4,306,000 |  |  |  | 8,249,000 |
Accrued legal |  |  | 1,869,000 |  |  |  | 2,399,000 |
Other accrued expenses |  |  | 19,980,000 |  |  |  | 21,303,000 |
|  | $ | 52,617,000 |  |  | $ | 59,475,000 |

| F-21 |

12. DIVIDEND PAYABLE IN TURNONGREEN COMMON STOCK

In March 2024, the Company, in connection with a planned distribution of its common stock holdings of TurnOnGreen, announced the distribution to its stockholders of 25.0 million shares of TurnOnGreen common stock and warrants to purchase 25.0 million shares of TurnOnGreen common stock, which resulted in an adjustment to additional paid in capital and increase to non-controlling interest of $4.9 million based on the recorded value of the Company’s holdings in TurnOnGreen at the record date of the distribution.

13. ROI Transfers of White River Common Stock

In January 2024, ROI announced that it had concluded that, for regulatory reasons, ROI would be unable to effect the distribution of its shares of common stock of White 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.

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.

14. NOTES PAYABLE

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

Schedule of notes payable |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Collateral |  |  | Guarantors |  |  | Interest rate |  | Effective rate |  | Due date |  |  | June 30, 2025 |  |  | December 31, 2024 |
AGREE secured construction loans, in default |  |  | AGREE hotels |  |  |  | - |  |  |  | 9% |  |  | 12% |  |  | March 31, 2026 |  |  | $ | 68,750,000 |  |  | $ | 68,750,000 |
Circle 8 revolving credit facility |  |  | Circle 8 cranes with a book value of $27.7 million |  |  |  | - |  |  |  | 8% |  |  | 8% |  |  | December 16, 2025 |  |  |  | 10,553,000 |  |  |  | 13,126,000 |
Circle 8 equipment financing notes |  |  | Circle 8 equipment with a book value of $3.8 million |  |  |  | - |  |  |  | 11% |  |  | 11% |  |  | September 15, 2025 through June 15, 2027 |  |  |  | 1,534,000 |  |  |  | 2,826,000 |
15% term notes, in default |  |  | - |  |  |  | Milton C. Ault, III |  |  |  | 15% |  |  | - |  |  | October 31, 2024 |  |  |  | - |  |  |  | 3,777,000 |
ROI promissory note, in default |  |  | - |  |  |  | - |  |  |  | 18% |  |  | 45% |  |  | May 15, 2025 |  |  |  | 2,830,000 |  |  |  | 2,367,000 |
Other ($2.4 million in default) |  |  | - |  |  |  | - |  |  |  | 15% |  |  | - |  |  | Various |  |  |  | 4,839,000 |  |  |  | 5,826,000 |
Total notes payable |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | $ | 88,506,000 |  |  | $ | 96,672,000 |
Less: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Unamortized debt discounts |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | - |  |  |  | - |
Total notes payable, net |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | $ | 88,506,000 |  |  | $ | 96,672,000 |
Less: current portion |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (87,677,000 | ) |  |  | (95,768,000 | )
Notes payable – long-term portion |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | $ | 829,000 |  |  | $ | 904,000 |

Amendment to AGREE Secured Construction Loans

The AGREE secured construction loans with an original due date of January 1, 2025, were amended on February 2, 2025, whereby AGREE agreed to pay monthly installments of interest only based on an annualized interest rate of Term SOFR plus 4.75%. In addition, AGREE agreed to make principal payments of $1.0 million in June 2025 and $2.0 million in September 2025 and December 2025 with the balance due March 1, 2026. AGREE has failed to make timely interest payments per the amended payment terms.

Notes Payable Maturities

Principal maturities of the 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:

Schedule of maturities |  |  |  |
Year |  |  |
2025 (remainder) |  | $ | 87,677,000 |
2026 |  |  | 719,000 |
2027 |  |  | 110,000 |
|  | $ | 88,506,000 |

| F-22 |

Interest Expense

Schedule of interest expense |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | For the Three Months Ended |  |  | For the Six Months Ended |
|  | June 30, |  |  | June 30, |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Contractual interest expense |  | $ | 3,400,000 |  |  | $ | 3,272,000 |  |  | $ | 7,175,000 |  |  | $ | 5,266,000 |
Forbearance fees |  |  | 365,000 |  |  |  | 750,000 |  |  |  | 377,000 |  |  |  | 2,250,000 |
Amortization of debt discount |  |  | 3,899,000 |  |  |  | 1,297,000 |  |  |  | 3,951,000 |  |  |  | 3,434,000 |
Total interest expense |  | $ | 7,664,000 |  |  | $ | 5,319,000 |  |  | $ | 11,503,000 |  |  | $ | 10,950,000 |

15. NOTES PAYABLE, RELATED PARTY

Notes payable, related party at June 30, 2025 and December 31, 2024, were comprised of the following:

Schedule of interest expense, related party |  |  |  |  |  |  |  |  |  |  |  |
|  | Interest rate |  | Due date |  | June 30, 2025 |  |  | December 31, 2024 |
Notes from officers – TurnOnGreen, in default |  | 14% |  | Past due |  | $ | 71,000 |  |  | $ | 46,000 |
Other related party advances |  | No interest |  | Upon demand |  |  | - |  |  |  | 118,000 |
Total notes payable |  |  |  |  |  | $ | 71,000 |  |  | $ | 164,000 |

Summary of interest expense, related party, recorded within interest expense on the condensed consolidated statement of operations:

Schedule of interest expense, related party |  |  |  |  |  |  |  |  |  |  |  |
|  | For the Three Months Ended |  |  | For the Six Months Ended |
|  | June 30, |  |  | June 30, |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Interest expense, related party |  | $ | 3,000 |  |  | $ | 3,000 |  |  | $ | 19,000 |  |  | $ | 19,000 |

16. CONVERTIBLE NOTES

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

Schedule of convertible notes payable |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Conversion price per share |  |  | Interest rate |  | Effective rate |  | Due date |  | June 30, 2025 |  |  | December 31, 2024 |
SJC Lending, LLC (“SJC”) convertible promissory note |  | 75% of 5-day VWAP |  |  |  | 15% |  | 15% |  | December 31, 2025 |  | $ | 4,909,000 |  |  | $ | - |
ROI senior secured convertible note, in default |  | $0.11 (ROI stock) |  |  |  | OID Only |  | 22% |  | April 27, 2024 |  |  | 4,245,000 |  |  |  | 4,245,000 |
Orchid Finance LLC (“Orchid”) convertible promissory notes, in default |  | 75% of 5-day VWAP |  |  |  | 15% |  | 20% |  | June 30, 2025 |  |  | 4,626,000 |  |  |  | - |
20% original issue discount (“OID”) convertible promissory notes |  | 80% of 5-day VWAP |  |  |  | OID Only |  | 73% |  | September 30, 2025 |  |  | 1,916,000 |  |  |  | - |
10% OID convertible promissory note |  | $5.87 |  |  |  | 18% |  | 18% |  | May 15, 2025 |  |  | - |  |  |  | 4,167,000 |
Forbearance convertible promissory note, in default |  | $2.00 |  |  |  | 18% |  | 18% |  | June 30, 2025 |  |  | 2,118,000 |  |  |  | 853,000 |
Convertible promissory note – OID only, in default |  | 90% of 5-day VWAP |  |  |  | OID Only |  | 32% |  | September 28, 2024 |  |  | 406,000 |  |  |  | 393,000 |
AVLP convertible promissory notes, principal |  | $0.35 (AVLP stock) |  |  |  | 7% |  | 9% |  | August 22, 2025 |  |  | - |  |  |  | 9,911,000 |
Fair value of embedded conversion options |  |  |  |  |  |  |  |  |  |  |  |  | 3,531,000 |  |  |  | - |
Total convertible notes payable |  |  |  |  |  |  |  |  |  |  |  |  | 21,751,000 |  |  |  | 19,569,000 |
Less: unamortized debt discounts |  |  |  |  |  |  |  |  |  |  |  |  | (941,000 | ) |  |  | - |
Total convertible notes payable, net of financing cost, long-term |  |  |  |  |  |  |  |  |  |  |  | $ | 20,810,000 |  |  | $ | 19,569,000 |
Less: current portion |  |  |  |  |  |  |  |  |  |  |  |  | (20,810,000 | ) |  |  | (19,569,000 | )
Convertible notes payable, net of financing cost – long-term portion |  |  |  |  |  |  |  |  |  |  |  | $ | - |  |  | $ | - |

| (1) | Includes forbearance and extension fees and OID costs that are amortized to interest expense over the life of the notes.

| F-23 |

Orchid Convertible Promissory Notes

On 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% 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.

On March 14, 2025, the Company entered into an exchange agreement with an institutional investor pursuant to which we issued to the investor a convertible promissory note in the principal face amount of $4.2 million in exchange for the cancellation of (i) a term note issued by the Company on May 16, 2024, with outstanding principal and accrued but unpaid interest of $0.7 million, (ii) a term note issued by the Company on May 20, 2024, with outstanding principal and accrued but unpaid interest of $1.5 million, and (iii) the February 2025 Convertible Note issued by the Company on February 5, 2025, with outstanding principal and accrued but unpaid interest of $2.0 million. The note accrues interest at the rate of 15% per annum, unless an event of default (as defined in the note) occurs, at which time the note would accrue interest at 18% per annum. The note will mature on June 30, 2025. The note is convertible into shares of Class A common stock at a conversion price equal to the greater of (i) $0.40 per share (the “Floor Price”) and (ii) the lesser of 75% of the VWAP (as defined in the note) of the Class A common stock during the five trading days immediately prior to (A) the date of issuance of the note or (B) the date of conversion into shares of Class A common stock.

On April 1, 2025, the Company issued a convertible promissory note to an institutional investor in the principal amount of $1.65 million in consideration for $1.5 million in cash previously advanced to the Company. The note bears interest at 15% per annum, increasing to 18% per annum upon an event of default, as defined in the note. The note matures on September 30, 2025. The note is convertible into shares of the Company’s Class A common stock at any time at a conversion price equal to the greater of (i) the Floor Price and (ii) the lesser of (A) 75% of the VWAP (as defined in the note) of the Class A common stock during the five trading days immediately prior to the April 1, 2025 issuance date, or (B) 75% of the VWAP during the five trading days immediately prior to the date of conversion. The conversion price is not subject to adjustment for stock splits, combinations, or dividends. The note was issued with an OID of 10%.

Forbearance Convertible Promissory Note

In February 2025, the Company and an institutional investor entered into an amended and restated forbearance agreement pursuant to which the investor agreed to forebear through the close of business on May 15, 2025, from exercising the rights and remedies it is entitled in consideration for the Company’s agreement to issue to the investor an amended and restated convertible promissory note in the amount of $3.5 million (the “A&R Forbearance Note”), consisting of (i) the amount then due under the original forbearance agreement of $0.9 million, (ii) a forbearance extension fee of $0.3 million and (iii) a true-up amount of $2.3 million. Subject to the approval by the NYSE and the Company’s stockholders, the A&R Forbearance Note is convertible into shares of Class A common stock at a conversion price equal to $2.00, subject to adjustment. The A&R Forbearance Note accrues interest at the rate of 18% per annum with a maturity date of May 15, 2025. On June 3, 2025, the Company and the investor entered into an amendment to the A&R Forbearance Note, pursuant to which the maturity date of the A&R Forbearance Note was extended until June 30, 2025.

SJC Convertible Promissory Note

On March 21, 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 $4.9 million (the “Exchange Note”) in exchange for the cancellation of (i) a term note issued by the Company on January 14, 2025, with outstanding principal and accrued but unpaid interest of $2.6 million, (ii) a promissory note issued by the Company on March 7, 2025, with outstanding principal and accrued but unpaid interest of $0.5 million, (iii) a promissory note issued by the Company on March 12, 2025, with outstanding principal and accrued but unpaid interest of $1.5 million, and (iv) a promissory note issued by the Company on March 13, 2025, with outstanding principal and accrued but unpaid interest of $0.3 million. The Exchange Note accrues interest at the rate of 15% per annum. The Exchange Note will mature on December 31, 2025. The Exchange Note is convertible into shares of Class A common stock at a conversion price equal to the greater of (i) the Floor Price and (ii) the lesser of 75% of the VWAP (as defined in the Exchange Note) of the Class A common stock during the five trading days immediately prior to (A) the date of issuance of the Exchange Note or (B) the date of conversion into shares of Class A common stock, but not greater than $10.00 per share.

| F-24 |

20% OID convertible promissory notes

On April 15, 2025, the Company issued convertible promissory notes in aggregate principal amount of $5.0 million to Target Capital 14 LLC and Secure Net Capital LLC in exchange for $4.0 million in cash proceeds. The Company incurred placement agent fees and expenses of approximately $0.5 million in connection with the transaction. The notes do not bear interest unless an event of default occurs, in which case the interest rate increases to 20% per annum. The notes mature on September 30, 2025.

The 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) 80% of the lowest closing price of the Class A common stock during the five trading days immediately prior to the date of conversion. The conversion price is not subject to adjustment for stock dividends, splits, or similar corporate actions. The notes were issued with an original issue discount of 20%.

Embedded Derivatives

The Company identified embedded derivative features within certain convertible promissory notes issued during the six months ended June 30, 2025, that required bifurcation and separate accounting as derivative liabilities under Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging Activities. Specifically, the embedded conversion options associated with the Orchid convertible promissory notes, the SJC convertible promissory note and the April 2025 convertible notes were determined to meet the criteria for derivative classification.

The fair value of the embedded derivative liabilities was estimated using a Monte Carlo simulation model. The model incorporates key assumptions including the Company’s stock price, risk-free interest rate, expected volatility, credit-risk adjusted discount rate, and the specific terms of each conversion feature (including floor price, cap, and VWAP-based pricing). Due to the significant use of unobservable inputs, these derivative liabilities are classified within Level 3 of the fair value hierarchy.

The following table summarizes the key inputs used in the valuation of the embedded derivatives at inception:

Schedule of valuation of the embedded derivatives |  |  |  |
Assumption |  | Weighted Average at Inception |  | Weighted Average at June 30, 2025
Valuation technique |  | Monte Carlo Simulation |  | Monte Carlo Simulation
Risk-free interest rate |  | 4.2% |  | 4.2%
Expected volatility |  | 118% |  | 122%
Credit-risk adjusted rate |  | 60% |  | 60%
Time to maturity (years) |  | 0.5 |  | 0.3
Stock price at valuation date |  | $2.37 |  | $1.40
Dividend yield |  | 0% |  | 0%

The Monte Carlo simulation utilized 100,000 iterations and incorporated conversion mechanics, including the floor price and the VWAP-based conversion price as defined in each agreement. The incremental value attributable to the conversion feature was isolated to determine its impact on the overall fair value of the embedded option.

Conversions of Convertible Notes

During 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

During the six months ended June 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 shares of Class A common stock, which had a fair value of $0.4 million at the time of conversion;

| · | A loss of $2.6 million related to the issuance of the A&R Forbearance Note. The A&R Forbearance Note, with a principal amount of $3.5 million, was determined to be substantially different from the original note due to significant changes in terms, including the addition of a conversion feature and increased principal amount. As such, extinguishment accounting was applied, and a loss was recognized based on the difference between the value of the A&R Forbearance Note and the net carrying amount of the original note;

| F-25 |

| · | A loss of $1.0 million related to the Orchid convertible promissory note issued on March 14, 2025. Although the principal amount of the new note equaled the aggregate principal and accrued interest of the notes exchanged, the fair value of the new note, including the embedded derivative liability, exceeded the carrying amount of the original notes. As a result, a loss on extinguishment of $1.0 million was recognized; and

| · | A loss of $1.3 million related to the SJC convertible promissory note issued on March 21, 2025. Although the principal of the new note matched the principal and accrued interest of the exchanged notes, the combined fair value of the new note and its embedded derivative exceeded the carrying amount of the original instruments. Accordingly, a $1.3 million loss on extinguishment was recognized.

Contractual Maturities

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 |  |  |  |
Year |  | Principal |
2025 (remainder) |  | $ | 18,220,000 |
|  | $ | 18,220,000 |

17. COMMITMENTS AND CONTINGENCIES

Related Party Commitments

During the three months ended June 30, 2025, the Company’s subsidiaries, BitNile.com, Inc. and askROI, Inc., entered into marketing and promotional commitments with a subsidiary of Ault & Company. The commitments, which total approximately $9.2 million, relate to the coordination and execution of media placements, promotional events, and related marketing services in connection with various contracted events. These services are billed on a pass-through basis, at cost, without any mark-up or commission. Of the total commitments, approximately $4.1 million was expensed during the three months ended June 30, 2025.

Contingencies

Litigation Matters

The Company is involved in litigation arising from other matters in the ordinary course of business. The Company is regularly subject to claims, suits, regulatory and government investigations, and other proceedings involving labor and employment, commercial disputes, and other matters. Such claims, suits, regulatory and government investigations, and other proceedings could result in fines, civil penalties, or other adverse consequences.

Certain of these outstanding matters include speculative, substantial or indeterminate monetary amounts. The Company records a liability when it believes that it is probable that a loss has been incurred and the amount can be reasonably estimated. If the Company determines that a loss is reasonably possible and the loss or range of loss can be estimated, the Company discloses the reasonably possible loss. The Company evaluates developments in its legal matters that could affect the amount of liability that has been previously accrued, and the matters and related reasonably possible losses disclosed, and makes adjustments as appropriate. Significant judgment is required to determine both likelihood of there 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 v. Ault Alliance, Inc. and RiskOn International, Inc., Index No. 652792/2024.

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.

| F-26 |

The ROI 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, and entered into among ROI and Arena. In connection with this cause of action, Arena seeks, among other things, costs and expenses from the Company and ROI.

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.

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.

On February 18, 2025, the Company filed an Answer to the ROI Complaint and asserted numerous affirmative defenses.

On or about July 29, 2025, the Court entered an Order (the “Consolidation and Dismissal Order”) consolidating this action with that certain action captioned Arena Investors, LP v. Milton C. 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.

Other Litigation Matters

With respect to the Company’s other outstanding matters, based on the Company’s current knowledge, the Company believes that the amount or range of reasonably possible loss will not, either individually or in aggregate, have a material adverse effect on the Company’s business, consolidated financial position, results of operations, or cash flows. However, the outcome of such matters is inherently unpredictable and subject to significant uncertainties.

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.

18. STOCKHOLDERS’ EQUITY

Class A Common Stock

Class A common stock confers upon the holders the rights to receive notice to participate and vote at any meeting of stockholders of the Company, to receive dividends, if and when declared, and to participate in a distribution of surplus of assets upon liquidation of the Company.

Class B Common Stock

The Class B common stock is identical to the Class A common stock, with the exception that each share thereof carries 10 times the voting power of a share of Class A common stock. The Class B common stock is convertible at any time into Class A common stock on a one-for-one basis at the option of the holder of the Class B common stock.

Preferred Stock

Preferred stock as of June 30, 2025 consisted of the following:

Schedule of preferred stock |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Par Value Per Share |  |  | Stated Value Per Share |  |  | Shares Authorized |  |  | Liquidation Preference |  |  | Shares Issued and Outstanding at June 30, 2025 |
Series A Convertible Preferred Stock |  | $ | 0.001 |  |  | $ | 25 |  |  |  | 1,000,000 |  |  | $ | 176,000 |  |  |  | 7,040 |
Series B Convertible Preferred Stock |  | $ | 0.001 |  |  | $ | 1,000 |  |  |  | 60,000 |  |  |  | 2,681,000 |  |  |  | 2,681 |
Series C Convertible Preferred Stock |  | $ | 0.001 |  |  | $ | 1,000 |  |  |  | 75,000 |  |  |  | 50,000,000 |  |  |  | 50,000 |
Series D Cumulative Redeemable Perpetual Preferred Stock |  | $ | 0.001 |  |  | $ | 25 |  |  |  | 2,000,000 |  |  |  | 14,640,000 |  |  |  | 585,613 |
Series E Cumulative Redeemable Perpetual Preferred Stock |  | $ | 0.001 |  |  | $ | 25 |  |  |  | 2,500,000 |  |  |  | 16,250,000 |  |  |  | 649,998 |
Series F Exchangeable Preferred Stock |  | $ | 0.001 |  |  | $ | 1,000 |  |  |  | 1,000,000 |  |  |  | 999,000 |  |  |  | 998,577 |
Series G Convertible Preferred Stock |  | $ | 0.001 |  |  | $ | 1,000 |  |  |  | 25,000 |  |  |  | 960,000 |  |  |  | 960 |
Unallocated |  |  |  |  |  |  |  |  |  |  | 18,340,000 |  |  |  | - |  |  |  | - |
Total |  |  |  |  |  |  |  |  |  |  | 25,000,000 |  |  | $ | 85,706,000 |  |  |  | 2,294,869 |

| F-27 |

Preferred stock as of December 31, 2024 consisted of the following:

|  | Par Value Per Share |  |  | Stated Value Per Share |  |  | Shares Authorized |  |  | Liquidation Preference |  |  | Shares Issued and Outstanding at December 31, 2024 |
Series A Convertible Preferred Stock |  | $ | 0.001 |  |  | $ | 25 |  |  |  | 1,000,000 |  |  | $ | 176,000 |  |  |  | 7,040 |
Series C Convertible Preferred Stock |  | $ | 0.001 |  |  | $ | 1,000 |  |  |  | 75,000 |  |  |  | 50,000,000 |  |  |  | 50,000 |
Series D Cumulative Redeemable Perpetual Preferred Stock |  | $ | 0.001 |  |  | $ | 25 |  |  |  | 2,000,000 |  |  |  | 8,096,000 |  |  |  | 323,835 |
Series E Cumulative Redeemable Perpetual Preferred Stock |  | $ | 0.001 |  |  | $ | 25 |  |  |  | 2,500,000 |  |  |  | 16,250,000 |  |  |  | 649,998 |
Series F Exchangeable Preferred Stock |  | $ | 0.001 |  |  | $ | 1,000 |  |  |  | 1,000,000 |  |  |  | 999,000 |  |  |  | 998,577 |
Series G Convertible Preferred Stock |  | $ | 0.001 |  |  | $ | 1,000 |  |  |  | 25,000 |  |  |  | - |  |  |  | - |
Unallocated |  |  |  |  |  |  |  |  |  |  | 18,400,000 |  |  |  | - |  |  |  | - |
Total |  |  |  |  |  |  |  |  |  |  | 25,000,000 |  |  | $ | 75,521,000 |  |  |  | 2,029,450 |

The Company is authorized to issue 25.0 million shares of preferred stock, $0.001 par value. As of June 30, 2025, the rights, preferences, privileges and restrictions on the remaining authorized 18.3 million shares of preferred stock have not been determined. The Board is authorized to designate a new series of preferred shares and determine the number of shares, as well as the rights, preferences, privileges and restrictions granted to or imposed upon any series of preferred shares.

$50.0 Million Securities Purchase Agreement for Sale of Series B Convertible Preferred Stock

On March 31, 2025, the Company entered into a securities purchase agreement with an institutional investor pursuant to which the Company agreed to sell up to 50,000 shares of Series B Convertible Preferred Stock (“Series B Preferred Stock”) for a total purchase price of up to $50.0 million. The securities purchase agreement provides that the transaction shall be conducted through 49 separate tranche closings; however, the 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.

Each share of Series B Preferred Stock has a stated value of $1,000 and is convertible into shares of Class A common stock at a conversion price equal to the greater of (i) the Floor Price and (ii) 75% of the Company’s lowest VWAP during the five trading days immediately prior to the date of conversion, subject to a maximum of $10.00 per share. The holders are entitled to cumulative dividends at a 15% annual rate, payable monthly in arrears, and for the first two years, the Company may elect to pay such dividends in additional shares of Series B Preferred Stock in lieu of cash.

On April 23, 2025, the Company filed a Certificate of Amendment to the Certificate of Designation of Preferences, Rights and Limitations of the Series B Convertible Preferred Stock. This amendment, approved by the Board of Directors on April 22, 2025, revised the definition of “Conversion Price” to the greater of (i) the Floor Price and (ii) 75% of the Company’s lowest VWAP during the five trading days immediately preceding conversion, subject to a maximum of $10.00 per share.

Termination of Equity Purchase Agreement

On May 28, 2025, the Company and Orion Equity Partners, LLC (“Orion”) mutually agreed to terminate the Purchase Agreement originally entered into on June 24, 2024, as subsequently amended (the “Purchase Agreement”). The Purchase Agreement provided the Company with the right, subject to certain terms and conditions, to sell up to $25.0 million of its 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock (the “Series D Preferred Stock”) to Orion over a 36-month period. Prior to termination, the Company issued an aggregate of 0.3 million shares of Series D Preferred Stock pursuant to the Purchase Agreement, generating net proceeds of approximately $3.5 million. No further shares will be issued under the Purchase Agreement following its termination.

| F-28 |

Sales 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 million.

Conversions of Convertible Notes

During 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).

19. INCOME TAXES

The Company calculates its interim income tax provision in accordance with ASC Topic 270, Interim Reporting, and Topic 740, Income Taxes. The difference between the effective tax rate and the federal statutory rate of 21% is primarily due to items recognized for financial reporting purposes that are permanently disallowed for U.S. federal income tax purposes, as well as changes in the valuation allowance.

The One Big Beautiful Bill Act (“OBBB”) was enacted into law on July 4, 2025. The OBBB introduced significant tax law changes affecting various corporate tax provisions, including limitations on business interest expense deductions, immediate expensing of domestic research and experimentation expenditures under Section 174, updates to executive compensation aggregation rules under Section 162(m), modifications to certain tax 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.

20. NET LOSS PER SHARE

Net loss per share is computed by dividing the net loss to common stockholders by the weighted average number of Class A and Class B common shares outstanding. The calculation of the basic and diluted earnings per share is the same for all periods presented as the effect of the potential common stock equivalents is anti-dilutive due to the Company’s net loss position for all periods presented. 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:

Schedule of anti-dilutive securities |  |  |  |  |  |  |  |
|  | June 30, 2025 |  |  | June 30, 2024 |
Convertible preferred stock |  |  | 47,533,000 |  |  |  | 3,593,000 |
Convertible notes |  |  | 5,632,000 |  |  |  | 10,000 |
Warrants |  |  | 639,000 |  |  |  | 426,000 |
Total |  |  | 53,804,000 |  |  |  | 4,029,000 |

| F-29 |

21. SEGMENT AND CUSTOMERS INFORMATION

The Company had the following reportable segments as of June 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:

Schedule of operating segments |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | TurnOnGreen |  |  | Fintech |  |  | Sentinum |  |  | AGREE |  |  | Energy |  |  | ROI |  |  | Holding Co. |  |  | Total |
Revenue, crane operations |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | 25,351,000 |  |  | $ | - |  |  | $ | - |  |  | $ | 25,351,000 |
Revenue, crypto assets mining |  |  | - |  |  |  | - |  |  |  | 9,882,000 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 9,882,000 |
Revenue, hotel and real estate operations |  |  | - |  |  |  | - |  |  |  | 761,000 |  |  |  | 8,526,000 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 9,287,000 |
Revenue, lending and trading activities |  |  | - |  |  |  | 1,798,000 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 1,798,000 |
Revenue, other |  |  | 3,284,000 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 29,000 |  |  |  | 2,000 |  |  |  | 1,244,000 |  |  |  | 4,559,000 |
Total revenue |  |  | 3,284,000 |  |  |  | 1,798,000 |  |  |  | 10,643,000 |  |  |  | 8,526,000 |  |  |  | 25,380,000 |  |  |  | 2,000 |  |  |  | 1,244,000 |  |  |  | 50,877,000 |
Cost of revenue |  |  | 1,873,000 |  |  |  | - |  |  |  | 14,105,000 |  |  |  | 6,129,000 |  |  |  | 16,505,000 |  |  |  | 206,000 |  |  |  | 649,000 |  |  |  | 39,467,000 |
Gross profit (loss) |  |  | 1,411,000 |  |  |  | 1,798,000 |  |  |  | (3,462,000 | ) |  |  | 2,397,000 |  |  |  | 8,875,000 |  |  |  | (204,000 | ) |  |  | 595,000 |  |  |  | 11,410,000 |
Operating expenses |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Research and development |  |  | 231,000 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 10,000 |  |  |  | - |  |  |  | 241,000 |
Selling and marketing |  |  | 494,000 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 8,117,000 |  |  |  | - |  |  |  | 8,611,000 |
General and administrative |  |  | 1,969,000 |  |  |  | 353,000 |  |  |  | (337,000 | ) |  |  | 2,877,000 |  |  |  | 4,346,000 |  |  |  | - |  |  |  | 9,861,000 |  |  |  | 19,069,000 |
Total operating expenses |  |  | 2,694,000 |  |  |  | 353,000 |  |  |  | (337,000 | ) |  |  | 2,877,000 |  |  |  | 4,346,000 |  |  |  | 8,127,000 |  |  |  | 9,861,000 |  |  |  | 27,921,000 |
(Loss) income from operations |  | $ | (1,283,000 | ) |  | $ | 1,445,000 |  |  | $ | (3,125,000 | ) |  | $ | (480,000 | ) |  | $ | 4,529,000 |  |  | $ | (8,331,000 | ) |  | $ | (9,266,000 | ) |  |  | (16,511,000 | )
Other income (expense): |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest and other income |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 1,321,000 |
Interest expense |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (11,503,000 | )
Loss on extinguishment of debt |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (4,569,000 | )
Gain on deconsolidation of subsidiary |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 9,690,000 |
Loss on the sale of fixed assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (559,000 | )
Total other expense, net |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (5,620,000 | )
Loss before income taxes |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | $ | (22,131,000 | )
Depreciation and amortization expense |  | $ | 39,000 |  |  | $ | - |  |  | $ | 5,078,000 |  |  | $ | 1,663,000 |  |  | $ | 2,201,000 |  |  | $ | 39,000 |  |  | $ | 957,000 |  |  | $ | 9,977,000 |
Interest expense |  | $ | (15,000 | ) |  | $ | - |  |  | $ | (1,000 | ) |  | $ | (3,974,000 | ) |  | $ | (1,283,000 | ) |  | $ | (432,000 | ) |  | $ | (5,798,000 | ) |  | $ | (11,503,000 | )
Capital expenditures for the six months ended June 30, 2025 |  | $ | - |  |  | $ | - |  |  | $ | 1,674,000 |  |  | $ | 163,000 |  |  | $ | 1,398,000 |  |  | $ | 37,000 |  |  | $ | 5,000 |  |  | $ | 3,277,000 |
Segment identifiable assets as of June 30, 2025 |  | $ | 2,581,000 |  |  | $ | 19,863,000 |  |  | $ | 31,525,000 |  |  | $ | 68,543,000 |  |  | $ | 42,576,000 |  |  | $ | 1,265,000 |  |  | $ | 46,853,000 |  |  | $ | 213,206,000 |

| F-30 |

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:

|  | TurnOnGreen |  |  | Fintech |  |  | Sentinum |  |  | AGREE |  |  | Energy |  |  | ROI |  |  | Holding Co. |  |  | Total |
Revenue, crane operations |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | 11,582,000 |  |  | $ | - |  |  | $ | - |  |  | $ | 11,582,000 |
Revenue, crypto assets mining |  |  | - |  |  |  | - |  |  |  | 4,684,000 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 4,684,000 |
Revenue, hotel and real estate operations |  |  | - |  |  |  | - |  |  |  | 245,000 |  |  |  | 5,377,000 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 5,622,000 |
Revenue, lending and trading activities |  |  | - |  |  |  | 1,826,000 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 1,826,000 |
Revenue, other |  |  | 1,692,000 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 3,000 |  |  |  | 447,000 |  |  |  | 2,142,000 |
Total revenue |  |  | 1,692,000 |  |  |  | 1,826,000 |  |  |  | 4,929,000 |  |  |  | 5,377,000 |  |  |  | 11,582,000 |  |  |  | 3,000 |  |  |  | 447,000 |  |  |  | 25,856,000 |
Cost of revenue |  |  | 1,012,000 |  |  |  | - |  |  |  | 7,074,000 |  |  |  | 3,285,000 |  |  |  | 8,141,000 |  |  |  | - |  |  |  | 217,000 |  |  |  | 19,729,000 |
Gross profit (loss) |  |  | 680,000 |  |  |  | 1,826,000 |  |  |  | (2,145,000 | ) |  |  | 2,092,000 |  |  |  | 3,441,000 |  |  |  | 3,000 |  |  |  | 230,000 |  |  |  | 6,127,000 |
Operating expenses |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Research and development |  |  | 106,000 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 6,000 |  |  |  | - |  |  |  | 112,000 |
Selling and marketing |  |  | 248,000 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 6,029,000 |  |  |  | - |  |  |  | 6,277,000 |
General and administrative |  |  | 831,000 |  |  |  | 233,000 |  |  |  | (286,000 | ) |  |  | 1,514,000 |  |  |  | 2,009,000 |  |  |  | - |  |  |  | 5,564,000 |  |  |  | 9,865,000 |
Total operating expenses |  |  | 1,185,000 |  |  |  | 233,000 |  |  |  | (286,000 | ) |  |  | 1,514,000 |  |  |  | 2,009,000 |  |  |  | 6,035,000 |  |  |  | 5,564,000 |  |  |  | 16,254,000 |
(Loss) income from operations |  | $ | (505,000 | ) |  | $ | 1,593,000 |  |  | $ | (1,859,000 | ) |  | $ | 578,000 |  |  | $ | 1,432,000 |  |  | $ | (6,032,000 | ) |  | $ | (5,334,000 | ) |  |  | (10,127,000 | )
Other income (expense): |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest and other income |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 1,081,000 |
Interest expense |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (7,664,000 | )
Gain on deconsolidation of subsidiary |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (359,000 | )
Loss on the sale of fixed assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (398,000 | )
Total other expense, net |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (7,340,000 | )
Loss before income taxes |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | $ | (17,467,000 | )
Depreciation and amortization expense |  | $ | 20,000 |  |  | $ | - |  |  | $ | 2,494,000 |  |  | $ | 691,000 |  |  | $ | 1,073,000 |  |  | $ | 20,000 |  |  | $ | 478,000 |  |  | $ | 4,776,000 |
Interest expense |  | $ | (8,000 | ) |  | $ | - |  |  | $ | - |  |  | $ | (2,135,000 | ) |  | $ | (380,000 | ) |  | $ | (207,000 | ) |  | $ | (4,934,000 | ) |  | $ | (7,664,000 | )
Capital expenditures for the three months ended June 30, 2025 |  | $ | - |  |  | $ | - |  |  | $ | 53,000 |  |  | $ | 68,000 |  |  | $ | 260,000 |  |  | $ | 14,000 |  |  | $ | 2,000 |  |  | $ | 397,000 |

| F-31 |

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:

|  | TurnOnGreen |  |  | Fintech |  |  | Sentinum |  |  | AGREE |  |  | Energy |  |  | ROI |  |  | Holding Co. |  |  | Total |
Revenue, crane operations |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | 24,618,000 |  |  | $ | - |  |  | $ | - |  |  | $ | 24,618,000 |
Revenue, crypto assets mining |  |  | - |  |  |  | - |  |  |  | 19,937,000 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 19,937,000 |
Revenue, hotel and real estate operations |  |  | - |  |  |  | - |  |  |  | 557,000 |  |  |  | 8,140,000 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 8,697,000 |
Revenue, lending and trading activities |  |  | - |  |  |  | (664,000 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (664,000 | )
Revenue, other |  |  | 2,461,000 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 68,000 |  |  |  | 67,000 |  |  |  | 973,000 |  |  |  | 3,569,000 |
Total revenue |  |  | 2,461,000 |  |  |  | (664,000 | ) |  |  | 20,494,000 |  |  |  | 8,140,000 |  |  |  | 24,686,000 |  |  |  | 67,000 |  |  |  | 973,000 |  |  |  | 56,157,000 |
Cost of revenue |  |  | 1,336,000 |  |  |  | - |  |  |  | 17,583,000 |  |  |  | 6,135,000 |  |  |  | 16,199,000 |  |  |  | 1,000 |  |  |  | 503,000 |  |  |  | 41,757,000 |
Gross profit (loss) |  |  | 1,125,000 |  |  |  | (664,000 | ) |  |  | 2,911,000 |  |  |  | 2,005,000 |  |  |  | 8,487,000 |  |  |  | 66,000 |  |  |  | 470,000 |  |  |  | 14,400,000 |
Operating expenses |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Research and development |  |  | 213,000 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 213,000 |
Selling and marketing |  |  | 693,000 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 7,080,000 |  |  |  | - |  |  |  | 7,773,000 |
General and administrative |  |  | 1,521,000 |  |  |  | 186,000 |  |  |  | 90,000 |  |  |  | 1,632,000 |  |  |  | 7,537,000 |  |  |  | - |  |  |  | 10,766,000 |  |  |  | 21,732,000 |
Impairment of property and equipment |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 7,955,000 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 7,955,000 |
Total operating expenses |  |  | 2,427,000 |  |  |  | 186,000 |  |  |  | 90,000 |  |  |  | 9,587,000 |  |  |  | 7,537,000 |  |  |  | 7,080,000 |  |  |  | 10,766,000 |  |  |  | 37,673,000 |
(Loss) income from operations |  | $ | (1,302,000 | ) |  | $ | (850,000 | ) |  | $ | 2,821,000 |  |  | $ | (7,582,000 | ) |  | $ | 950,000 |  |  | $ | (7,014,000 | ) |  | $ | (10,296,000 | ) |  |  | (23,273,000 | )
Other income (expense): |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest and other income |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 1,243,000 |
Interest expense |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (10,950,000 | )
Gain on conversion of investment in equity securities to marketable equity securities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 17,900,000 |
Gain on extinguishment of debt |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 742,000 |
Loss from investment in unconsolidated entity |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (1,958,000 | )
Impairment of equity securities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (6,266,000 | )
Provision for loan losses, related party |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (3,068,000 | )
Gain on the sale of fixed assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 32,000 |
Total other expense, net |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (2,325,000 | )
Loss before income taxes |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | $ | (25,598,000 | )
Depreciation and amortization expense |  | $ | 48,000 |  |  | $ | - |  |  | $ | 8,152,000 |  |  | $ | 391,000 |  |  | $ | 2,087,000 |  |  | $ | 38,000 |  |  | $ | 1,032,000 |  |  | $ | 11,748,000 |
Interest expense |  | $ | (157,000 | ) |  | $ | (8,000 | ) |  | $ | (118,000 | ) |  | $ | (2,983,000 | ) |  | $ | (2,011,000 | ) |  | $ | (2,543,000 | ) |  | $ | (3,130,000 | ) |  | $ | (10,950,000 | )
Capital expenditures for the six months ended June 30, 2024 |  | $ | 8,000 |  |  | $ | - |  |  | $ | 985,000 |  |  | $ | 662,000 |  |  | $ | 1,866,000 |  |  | $ | 59,000 |  |  | $ | 73,000 |  |  | $ | 3,653,000 |
Segment identifiable assets as of December 31, 2024 |  | $ | 3,050,000 |  |  | $ | 6,676,000 |  |  | $ | 35,260,000 |  |  | $ | 69,130,000 |  |  | $ | 45,524,000 |  |  | $ | 1,130,000 |  |  | $ | 59,701,000 |  |  | $ | 220,471,000 |

| F-32 |

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:

|  | TurnOnGreen |  |  | Fintech |  |  | Sentinum |  |  | AGREE |  |  | Energy |  |  | ROI |  |  | Holding Co. |  |  | Total |
Revenue, crane operations |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | 11,700,000 |  |  | $ | - |  |  | $ | - |  |  | $ | 11,700,000 |
Revenue, crypto assets mining |  |  | - |  |  |  | - |  |  |  | 8,490,000 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 8,490,000 |
Revenue, hotel and real estate operations |  |  | - |  |  |  | - |  |  |  | 255,000 |  |  |  | 5,134,000 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 5,389,000 |
Revenue, lending and trading activities |  |  | - |  |  |  | (9,763,000 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (9,763,000 | )
Revenue, other |  |  | 1,236,000 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 29,000 |  |  |  | 39,000 |  |  |  | 672,000 |  |  |  | 1,976,000 |
Total revenue |  |  | 1,236,000 |  |  |  | (9,763,000 | ) |  |  | 8,745,000 |  |  |  | 5,134,000 |  |  |  | 11,729,000 |  |  |  | 39,000 |  |  |  | 672,000 |  |  |  | 17,792,000 |
Cost of revenue |  |  | 669,000 |  |  |  | - |  |  |  | 9,039,000 |  |  |  | 3,318,000 |  |  |  | 8,208,000 |  |  |  | - |  |  |  | 346,000 |  |  |  | 21,580,000 |
Gross profit (loss) |  |  | 567,000 |  |  |  | (9,763,000 | ) |  |  | (294,000 | ) |  |  | 1,816,000 |  |  |  | 3,521,000 |  |  |  | 39,000 |  |  |  | 326,000 |  |  |  | (3,788,000 | )
Operating expenses |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Research and development |  |  | 102,000 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 102,000 |
Selling and marketing |  |  | 333,000 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 3,392,000 |  |  |  | - |  |  |  | 3,725,000 |
General and administrative |  |  | 940,000 |  |  |  | 95,000 |  |  |  | 254,000 |  |  |  | 1,225,000 |  |  |  | 3,759,000 |  |  |  | - |  |  |  | 5,087,000 |  |  |  | 11,360,000 |
Impairment of property and equipment |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 7,955,000 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 7,955,000 |
Total operating expenses |  |  | 1,375,000 |  |  |  | 95,000 |  |  |  | 254,000 |  |  |  | 9,180,000 |  |  |  | 3,759,000 |  |  |  | 3,392,000 |  |  |  | 5,087,000 |  |  |  | 23,142,000 |
Loss from operations |  | $ | (808,000 | ) |  | $ | (9,858,000 | ) |  | $ | (548,000 | ) |  | $ | (7,364,000 | ) |  | $ | (238,000 | ) |  | $ | (3,353,000 | ) |  | $ | (4,761,000 | ) |  |  | (26,930,000 | )
Other income (expense): |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest and other income |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 720,000 |
Interest expense |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (5,319,000 | )
Loss on extinguishment of debt |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (663,000 | )
Loss from investment in unconsolidated entity |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (1,291,000 | )
Gain on the sale of fixed assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (36,000 | )
Total other expense, net |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (6,589,000 | )
Loss before income taxes |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | $ | (33,519,000 | )
Depreciation and amortization expense |  | $ | 24,000 |  |  | $ | - |  |  | $ | 4,101,000 |  |  | $ | 391,000 |  |  | $ | 1,057,000 |  |  | $ | 20,000 |  |  | $ | 518,000 |  |  | $ | 6,111,000 |
Interest expense |  | $ | (88,000 | ) |  | $ | (3,000 | ) |  | $ | - |  |  | $ | (960,000 | ) |  | $ | (944,000 | ) |  | $ | (942,000 | ) |  | $ | (2,304,000 | ) |  | $ | (5,241,000 | )
Capital expenditures for the year ended December 31, 2023 |  | $ | - |  |  | $ | - |  |  | $ | 692,000 |  |  | $ | 73,000 |  |  | $ | 1,415,000 |  |  | $ | 29,000 |  |  | $ | 24,000 |  |  | $ | 2,233,000 |

| F-33 |

22. CONCENTRATIONS OF CREDIT AND REVENUE RISK

Significant customers are those that represent more than 10% of the Company’s total revenue or accounts receivable balances for the periods and as of each balance sheet date presented. For each significant customer, revenue as a percentage of total revenue and gross accounts receivable as a percentage of total gross accounts receivable as of the periods presented were as follows:

Schedule of concentrations of credit and revenue risk |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Accounts Receivable |  |  | Revenue |
|  | June 30, |  |  | December 31, |  |  | For the Three Months Ended June 30, |  |  | For the Six Months Ended June 30, |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Customer A |  |  | * |  |  |  | * |  |  |  | 18% |  |  |  | 36% |  |  |  | 19% |  |  |  | 27% |
Customer B |  |  | 19% |  |  |  | 19% |  |  |  | * |  |  |  | 13% |  |  |  | * |  |  |  | * |
Customer C |  |  | 12% |  |  |  | 10% |  |  |  | * |  |  |  | * |  |  |  | * |  |  |  | * |
Customer D |  |  | * |  |  |  | * |  |  |  | * |  |  |  | 14% |  |  |  | * |  |  |  | * |
Customer E |  |  | * |  |  |  | * |  |  |  | * |  |  |  | 12% |  |  |  | * |  |  |  | * |

*less than 10%

23. SUBSEQUENT EVENTS

Conversions of Convertible Notes

Between July 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 Stock

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 million. 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

On July 16, 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. The loan 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.

The Company 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 Stock

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.

| F-34 |

| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

In this quarterly report on Form 10-Q (the “Quarterly Report”), the “Company,” “Hyperscale Data,” “we,” “us” and “our” refer to Hyperscale Data, Inc., a Delaware corporation. 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.

Hyperscale Data currently expects the divestiture of ACG (the “Divestiture”) to occur in the first quarter of 2026, though there can be no assurance that the Divestiture will be completed during such quarter. Upon the occurrence of the Divestiture, the Company would be an owner and operator of data centers to support high-performance computing services, as well as a holder of digital assets. Until the Divestiture occurs, the Company will continue to provide, through ACG and its wholly and majority-owned subsidiaries and strategic investments, mission-critical products that support a diverse range of industries, 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 extending private credit and structured finance through a licensed lending subsidiary.

Recent Events and Developments

On February 5, 2025, we entered into an exchange agreement with an institutional investor, pursuant to which we 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 we 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, unless an event of default (as defined in the February 2025 Convertible Note) occurs, at which time the February 2025 Convertible Note would accrue interest at 18% 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.

In February 2025, we and an institutional investor (the “Investor”) entered into an amended and restated forbearance agreement pursuant to which the Investor agreed to forebear through the close of business on May 15, 2025, from exercising the rights and remedies it is entitled in consideration for our agreement to issue to the Investor an amended and restated convertible promissory note in the amount of $3.5 million (the “A&R Forbearance Note”), consisting of (i) the amount then due under the original forbearance agreement of $0.9 million, (ii) a forbearance extension fee of $0.3 million and (iii) a true-up amount of $2.3 million. Subject to the approval by the NYSE and our stockholders, the A&R Forbearance Note is convertible into shares of Class A common stock at a conversion price equal to $2.00, subject to adjustment. The A&R Forbearance Note accrues interest at the rate of 18% per annum with a maturity date of May 15, 2025. On June 3, 2025, we and the investor entered into an amendment to the A&R Forbearance Note, pursuant to which the maturity date of the A&R Forbearance Note was extended until June 30, 2025.

On March 14, 2025, we entered into an exchange agreement with an institutional investor pursuant to which we issued to the investor a convertible promissory note in the principal face amount of $4.2 million in exchange for the cancellation of (i) a term note issued by us on May 16, 2024, with outstanding principal and accrued but unpaid interest of $0.7 million, (ii) a term note issued by us on May 20, 2024, with outstanding principal and accrued but unpaid interest of $1.5 million, and (iii) the February 2025 Convertible Note issued by us on February 5, 2025, with outstanding principal and accrued but unpaid interest of $2.0 million. The note accrues interest at the rate of 15% per annum, unless an event of default (as defined in the note) occurs, at which time the note would accrue interest at 18% per annum. The note will mature on June 30, 2025. The note is convertible into shares of Class A common stock at a conversion price equal to the greater of (i) $0.40 per share (the “Floor Price”) and (ii) the lesser of 75% of the VWAP (as defined in the note) of the Class A common stock during the five trading days immediately prior to (A) the date of issuance of the note or (B) the date of conversion into shares of Class A common stock.

On March 21, 2025, we entered into an exchange agreement with an institutional investor, pursuant to which we issued to the investor a convertible promissory note in the principal face amount of $4.9 million (the “Exchange Note”) in exchange for the cancellation of (i) a term note issued by us on January 14, 2025, with outstanding principal and accrued but unpaid interest of $2.6 million, (ii) a promissory note issued by us on March 7, 2025, with outstanding principal and accrued but unpaid interest of $0.5 million, (iii) a promissory note issued by us on March 12, 2025, with outstanding principal and accrued but unpaid interest of $1.5 million, and (iv) a promissory note issued by us on March 13, 2025, with outstanding principal and accrued but unpaid interest of $0.3 million. The Exchange Note accrues interest at the rate of 15% per annum, unless an event of default (as defined in the Exchange Note) occurs, at which time the note would accrue interest at 18% per annum. The Exchange Note will mature on December 31, 2025. The note is convertible into shares of Class A common stock at a conversion price equal to the greater of (i) the Floor Price and (ii) the lesser of 75% of the VWAP (as defined in the Exchange Note) of the Class A common stock during the five trading days immediately prior to (A) the date of issuance of the Exchange Note or (B) the date of conversion into shares of Class A common stock, but not greater than $10.00 per share.

| 1 |

On March 31, 2025, we entered into a securities purchase agreement with an institutional investor pursuant to which we agreed to sell up to 50,000 shares of Series B Convertible Preferred Stock (“Series B Preferred Stock”) for a total purchase price of up to $50.0 million. The securities purchase agreement provides that the transaction shall be conducted through 49 separate tranche closings, provided, however, that the investor has the ability, exercisable in its sole discretion, to purchase any number of shares of Series B Preferred Stock prior to the dates of the tranche closings provided for in the securities purchase agreement. The initial tranche closing, which is expected to close promptly after the investor has converted out of the Exchange Note, will consist of the sale and issuance to the investor of 2,000 shares of Series B Preferred Stock for an aggregate of $2.0 million. Pursuant to the securities purchase agreement, provided certain closing conditions have been met, the investor shall purchase up to 4,800 shares of Series B Preferred Stock on a monthly basis, with the investor being required to purchase 1,000 shares per month.

Each share of Series B Preferred Stock has a stated value of $1,000.00 and is convertible into shares of Class A common stock at a at a conversion price equal to the greater of (i) $0.40 (the “Floor Price”) and (ii) 75% of our lowest VWAP during the five trading days immediately preceding conversion, subject to a maximum price of $10.00 per share, as adjusted for certain corporate actions. Notwithstanding the foregoing, in no event shall the Series B Preferred Stock be convertible at less than the Floor Price. The holders of Series B Preferred Stock are entitled to cumulative cash dividends at an annual rate of 15%, or $150.00 per share, based on the stated value per share. Dividends shall accrue for as long as any shares of Series B Preferred Stock remain issued and outstanding and are payable monthly in arrears. For the first two years, we may elect to pay the dividend amount in additional shares of Series B Preferred Stock rather than cash. The holders of the Series B Preferred Stock are entitled to vote with the Class A common stock as a single class on an as-converted basis.

On April 1, 2025, we issued to an institutional investor a convertible promissory note in the principal face amount of $1.7 million in consideration for an advance we received of $1.5 million. The note accrues interest at the rate of 15% per annum. The note will mature on September 30, 2025. The note is convertible into shares of Class A common stock at a conversion price equal to the greater of (i) the Floor Price and (ii) the lesser of 75% of the VWAP (as defined in the note) of the Class A common stock during the five trading days immediately prior to (A) the date of issuance of the note or (B) the date of conversion into shares of Class A common stock.

On April 8, 2025, we issued to an accredited investor a convertible promissory note in the principal face amount of $110,000 in consideration for $100,000. The note accrues interest at the rate of 15% per annum, unless an event of default (as defined in the note) occurs, at which time the note would accrue interest at 18% per annum. The note will mature on September 30, 2025. The note is convertible into shares of Class A common stock at a conversion price equal to the greater of (i) $0.45 and (ii) the lesser of (A) 75% of the VWAP (as defined in the note) of the Class A common stock during the five trading days immediately prior to the date of issuance of the note or (B) 75% of the lowest VWAP of the Class A common stock during the five trading days immediately prior to the date of conversion into shares of Class A common stock.

On April 15, 2025, we issued to two accredited investors convertible promissory notes in the aggregate principal face amount of $5 million in aggregate gross consideration of $4 million in cash paid by the investors, prior to placement agent fees and expenses of approximately $460,000. The notes were issued with an original issue discount of twenty percent (20%), or $1 million. The notes do not accrue interest unless an event of default (as defined in the notes) occurs, at which time the notes would accrue interest at 20% per annum. The notes will mature on September 30, 2025. The notes are convertible into shares of Class A common stock at a conversion price equal to the greater of (i) $0.40 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 into shares of Class A common stock.

On May 13, 2025, we entered into an OID only term note agreement with an institutional investor with a principal amount of $1.4 million and an OID of $0.1 million. The maturity date of the promissory note is May 27, 2025. Mr. Ault entered into a personal guaranty agreement for the benefit of the investor.

| 2 |

On June 6, 2025, we entered into a settlement agreement (the “Agreement”) with our defense affiliate Gresham Worldwide, Inc. (“GIGA”) and GIGA’s senior secured lenders pursuant in its Chapter 11 bankruptcy proceedings. While the Agreement is subject to court approval, GIGA is expected to emerge from bankruptcy as a subsidiary of the Company on or before October 1, 2025.

On June 9, 2025, Sentinum entered into a Hosting Services Agreement (the “Agreement”) with a data center hosting company (the “Service Provider”). Under the Agreement, the Service Provider will provide Sentinum with operations and asset management services and access to approximately 20 megawatts of energy capacity and other critical infrastructure to be used for Sentinum’s Bitcoin mining operations. The Agreement has an initial term of one year with automatic one-year renewals unless either Sentinum or the Service Provider elects to terminate the Agreement 90 days prior to the end of the current term. Sentinum anticipates deploying approximately 6,800 S19j miners (the “Miners”) at the Service Provider’s data center.

Sentinum will pay the Service Provider a non-refundable fee of $10 per Miner for the setup, installation and configuration of the Miners (the “Initial Setup Fee”) as well as an initial deposit of $800,000 (the “Initial Deposit” and together with the Initial Setup Fee, the “Initial Fees”). The Initial Fees shall be paid out of Bitcoin rewards and Bitcoin transaction fee awards (the “Earned BTC”) that would otherwise be due to Customer until such time as 100% of the Initial Fees have been paid. Thereafter, Sentinum is entitled to 70% of the Earned BTC and the Service Provider is entitled to 30%. The Agreement provides that, during periods of high demand on the utility grid, the Service Provider has the option to curtail the electrical load to the facility and redirect the electrical load to the utility grid. Upon any curtailment, the net profits from such energy sales shall be equally split between Sentinum and the Service Provider.

On July 31, 2025, we entered into a securities purchase agreement (the “July 2025 SPA”) with Ault & Company, Inc. (“Ault & Company”), pursuant to which we 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 the Certificate of Designations been filed with the State of Delaware, the jurisdiction where we are 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, we 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.

Presentation of GIGA as Discontinued Operations

On August 14, 2024, GIGA filed a petition for reorganization under Chapter 11 of the bankruptcy laws. The filing placed GIGA under the control of the bankruptcy court, which oversees its reorganization and restructuring process. We 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. We recognized a gain on deconsolidation of GIGA of $2.0 million included in net gain (loss) from discontinued operations.

In connection with the Chapter 11 reorganization process, we concluded that the operations of GIGA met the criteria for discontinued operations as this strategic shift that will have a significant effect on our operations and financial results. As a result, we have presented the results of operations, cash flows and financial position of GIGA as discontinued operations in the accompanying consolidated financial statements and notes for all periods presented.

Change in Plan of Sales of AGREE Hotel Properties

On April 30, 2024, we had a change in plan of sale for our four hotels owned and operated by Ault Global Real Estate Equities, Inc. (“AGREE”). As a result, as of April 30, 2024, the assets no longer met the held for sale criteria and were required to be reclassified as held and used at the lower of adjusted carrying value or the fair value at the date of the determination not to sell.

| 3 |

For presentation purposes, the assets and liabilities previously held for sale as of December 31, 2023, were reclassified in the December 31, 2023 balance sheet in the accompanying financial statements back to their original asset and liability groups at their previous carrying values. In connection with this change in plan of sale, we recorded a loss on impairment of property and equipment related to the real estate assets of AGREE of $8.0 million during the year ended December 31, 2024.

Deconsolidation of Avalanche International Corp. (“AVLP”)

On March 28, 2025, AVLP, a majority-owned subsidiary of ours, filed a voluntary petition for liquidation under Chapter 7 of the U.S. Bankruptcy Code. As a result of the filing, AVLP became subject to the control of the bankruptcy court, and we no longer maintained a controlling financial interest. Accordingly, we deconsolidated AVLP effective as of the petition date. In connection with the deconsolidation, we 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. We 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”)

On April 16, 2025, Eco Pack, a majority-owned subsidiary of ours, filed a voluntary liquidation under the insolvency regulations in the UK. As a result of the filing, we no longer maintained a controlling financial interest. Accordingly, we deconsolidated Eco Pack effective as of the filing date. In connection with the deconsolidation, we 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. We evaluated the criteria for discontinued operations and determined that the operations of Eco Pack did not meet the requirements for such classification.

General

As a holding company, our business objective is to increase stockholder value through developing and growing our subsidiaries. Under the strategy we have adopted, we are focused on managing and financially supporting our existing subsidiaries and partner companies, with the goal of pursuing monetization opportunities and maximizing the value returned to stockholders. We have, are and will consider initiatives including, among others: public offerings, the sale of individual partner companies, the sale of certain or all partner company interests in secondary market transactions, or a combination thereof, as well as other opportunities to maximize stockholder value. We anticipate returning value to stockholders after satisfying our debt obligations and working capital needs.

From time to time, we engage in discussions with other companies interested in our subsidiaries or partner companies, either in response to inquiries or as part of a process we initiate. To the extent we believe that a subsidiary or partner company’s further growth and development can best be supported by a different ownership structure or if we otherwise believe it is in our stockholders’ best interests, we will seek to sell all or a portion of our position in the subsidiary or partner company. These sales may take the form of privately negotiated sales of stock or assets, mergers and acquisitions, public offerings of the subsidiary or partner company’s securities and, in the case of publicly traded partner companies, sales of their securities in the open market. Our plans may include taking subsidiaries or partner companies public through rights offerings and directed share subscription programs. We will continue to consider these (or similar) initiatives and the sale of certain subsidiary or partner company interests in secondary market transactions to maximize value for our stockholders.

In recent years, we have provided capital and relevant expertise to fuel the growth of businesses in AI software platform, social gaming platform, equipment rental services, defense, industrial and hotel operations. We have provided capital to subsidiaries as well as partner companies in which we have an equity interest or may be actively involved, influencing development through board representation and management support.

We are a Delaware corporation with our corporate office located at 11411 Southern Highlands Pkwy, Suite 190, Las Vegas, NV 89141. Our phone number is 949-444-5464 and our website address is https://hyperscaledata.com/.

| 4 |

Results of Operations

Results of Operations for the Three Months Ended June 30, 2025 and 2024

The following table summarizes the results of our operations for the three months ended June 30, 2025 and 2024.

|  | For the Three Months Ended June 30, |
|  | 2025 |  |  | 2024 |
Revenue, crane operations |  | $ | 11,582,000 |  |  | $ | 11,700,000 |
Revenue, crypto assets mining |  |  | 4,684,000 |  |  |  | 8,490,000 |
Revenue, hotel and real estate operations |  |  | 5,622,000 |  |  |  | 5,389,000 |
Revenue, lending and trading activities |  |  | 1,826,000 |  |  |  | (9,763,000 | )
Revenue, other |  |  | 2,142,000 |  |  |  | 1,976,000 |
Total revenue |  |  | 25,856,000 |  |  |  | 17,792,000 |
Cost of revenue, crane operations |  |  | 8,141,000 |  |  |  | 8,032,000 |
Cost of revenue, crypto assets mining |  |  | 7,074,000 |  |  |  | 9,039,000 |
Cost of revenue, hotel and real estate operations |  |  | 3,285,000 |  |  |  | 3,318,000 |
Cost of revenue, lending and trading activities |  |  | - |  |  |  | - |
Cost of revenue, other |  |  | 1,229,000 |  |  |  | 1,191,000 |
Total cost of revenue |  |  | 19,729,000 |  |  |  | 21,580,000 |
Gross profit (loss) |  |  | 6,127,000 |  |  |  | (3,788,000 | )
Operating expenses |  |  |  |  |  |  |  |
Research and development |  |  | 112,000 |  |  |  | 102,000 |
Selling and marketing |  |  | 6,277,000 |  |  |  | 3,725,000 |
General and administrative |  |  | 9,865,000 |  |  |  | 11,360,000 |
Impairment of property and equipment |  |  | - |  |  |  | 7,955,000 |
Total operating expenses |  |  | 16,254,000 |  |  |  | 23,142,000 |
Loss from operations |  |  | (10,127,000 | ) |  |  | (26,930,000 | )
Other income (expense): |  |  |  |  |  |  |  |
Interest and other income |  |  | 1,081,000 |  |  |  | 720,000 |
Interest expense |  |  | (7,664,000 | ) |  |  | (5,319,000 | )
Loss on extinguishment of debt |  |  | - |  |  |  | (663,000 | )
Loss from investment in unconsolidated entity |  |  | - |  |  |  | (1,291,000 | )
Impairment of equity securities |  |  | - |  |  |  | (6,266,000 | )
Gain on deconsolidation of subsidiary |  |  | (359,000 | ) |  |  | - |
Loss on the sale of fixed assets |  |  | (398,000 | ) |  |  | (36,000 | )
Total other expense, net |  |  | (7,340,000 | ) |  |  | (12,855,000 | )
Loss before income taxes |  |  | (17,467,000 | ) |  |  | (39,785,000 | )
Income tax benefit |  |  | 129,000 |  |  |  | 4,000 |
Net loss from continuing operations |  |  | (17,338,000 | ) |  |  | (39,781,000 | )
Net income from discontinued operations |  |  | - |  |  |  | 340,000 |
Net loss |  |  | (17,338,000 | ) |  |  | (39,441,000 | )
Net (income) loss attributable to non-controlling interest |  |  | (1,713,000 | ) |  |  | 5,514,000 |
Net loss attributable to Hyperscale Data |  |  | (19,051,000 | ) |  |  | (33,927,000 | )
Preferred dividends |  |  | (2,215,000 | ) |  |  | (1,308,000 | )
Net loss available to common stockholders |  | $ | (21,266,000 | ) |  | $ | (35,235,000 | )
Comprehensive loss |  |  |  |  |  |  |  |
Net loss available to common stockholders |  | $ | (21,266,000 | ) |  | $ | (35,235,000 | )
Other comprehensive loss |  |  |  |  |  |  |  |
Foreign currency translation adjustment |  |  | - |  |  |  | (188,000 | )
Other comprehensive loss |  |  | - |  |  |  | (188,000 | )
Total comprehensive loss |  | $ | (21,266,000 | ) |  | $ | (35,423,000 | )

| 5 |

Revenues

Revenues by business category for the three months ended June 30, 2025 and 2024 were as follows:

|  | For the Three Months Ended June 30, |  |  | Increase |  |  |  |
|  | 2025 |  |  | 2024 |  |  | (Decrease) |  |  | % |
Sentinum |  |  |  |  |  |  |  |  |  |  |  |
Revenue, crypto assets mining |  | $ | 4,684,000 |  |  | $ | 8,490,000 |  |  | $ | (3,806,000 | ) |  |  | -45 | %
Revenue, commercial real estate leases |  |  | 245,000 |  |  |  | 255,000 |  |  |  | (10,000 | ) |  |  | -4 | %
Energy |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Revenue, crane operations |  |  | 11,582,000 |  |  |  | 11,700,000 |  |  |  | (118,000 | ) |  |  | -1 | %
Other |  |  | - |  |  |  | 29,000 |  |  |  | (29,000 | ) |  |  | -100 | %
AGREE |  |  | 5,377,000 |  |  |  | 5,134,000 |  |  |  | 243,000 |  |  |  | 5 | %
TurnOnGreen |  |  | 1,692,000 |  |  |  | 1,236,000 |  |  |  | 456,000 |  |  |  | 37 | %
Fintech |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Revenue, lending and trading activities |  |  | 1,826,000 |  |  |  | (9,763,000 | ) |  |  | 11,589,000 |  |  |  | n/m |
Other |  |  | 450,000 |  |  |  | 711,000 |  |  |  | (261,000 | ) |  |  | - |
Total revenue |  | $ | 25,856,000 |  |  | $ | 17,792,000 |  |  | $ | 8,064,000 |  |  |  | 45 | %

n/m - not meaningful

Sentinum

Revenues from Sentinum’s crypto assets mining operations decreased $3.8 million to $4.7 million for the three months ended June 30, 2025, compared to $8.5 million for the three months ended June 30, 2024. The decrease was due primarily to a $1.7 million decline in revenue from mined crypto assets at Sentinum owned and operated facilities coupled with a $2.2 million decline in revenue from Sentinum crypto mining equipment hosted at third-party facilities. The $1.7 million decrease in revenue from mined crypto assets at Sentinum owned and operated facilities was due to the April 2024 Bitcoin halving event that occurred on the Bitcoin network and a 45% increase in the average Bitcoin mining difficulty level, partially offset by a 50% increase in the average Bitcoin price for the three months ended June 30, 2025, compared to the corresponding period in 2024. No revenue was generated from third-party hosted mining operations in 2025.

Energy

Energy revenues from Circle 8’s crane operations declined slightly by $0.1 million, or 1%, for the three months ended June 30, 2025, compared to the same period in 2024. The modest decrease reflects a slowdown in demand from oil and gas customers, as many exploration projects were delayed or scaled back amid continued market uncertainty. Key contributing factors included fluctuations in crude oil prices, softer global demand, trade-related concerns, and higher borrowing costs, all of which impacted the pace of new project starts and the need for crane services.

AGREE

Revenues from AGREE’s hotel operations increased by $0.2 million, or 5%, for the three months ended June 30, 2025, compared to the same period in 2024. The modest increase reflects stable occupancy levels and consistent average daily rates, indicating steady performance in our hotel operations year-over-year.

Fintech

Revenues from our lending and trading activities increased $11.6 million to approximately $1.8 million for the three months ended June 30, 2025, compared to negative $9.8 million the same period in 2024. Revenues from our lending and trading activities were $1.8 million for the three months ended June 30, 2025, primarily due to a $1.4 million realized gain from the sale of an investment in other equity securities and $0.3 million in fee income during the three months ended June 30, 2025. Revenues from our lending and trading activities were negative $9.8 million for the three months ended June 30, 2024, primarily due to a $9.4 million unrealized loss on 2.5 million shares of White River Energy Corp. (“White River”) common stock and a $0.5 million unrealized loss from our investment in Alzamend included in revenue from lending and trading activities.

| 6 |

Revenues from our trading activities for the three months ended June 30, 2025 included net gains on equity securities, including unrealized gains and losses from market price changes. These gains and losses have caused, and will continue to cause, significant volatility in our periodic earnings.

TurnOnGreen

TurnOnGreen’s revenues increased by $0.5 million, to $1.7 million for the three months ended June 30, 2025, compared to $1.2 million in the corresponding period in 2024. This rise was primarily due to higher sales from a single customer in the defense industry during the three months ended June 30, 2025.

Other

Other revenues decreased by $0.3 million, to $0.5 million for the three months ended June 30, 2025, compared to $0.7 million in the corresponding period in 2024. This decline was primarily due to lower corporate aircraft charter revenue from third parties.

Gross Margins

Gross margins improved to 24% for the three months ended June 30, 2025, compared to negative 21% for the same period in 2024. The improvement was primarily driven by the strong performance of our lending and trading activities, which positively impacted gross margins in the current period, in contrast to their negative contribution in the prior-year period. In both periods, gross margins were adversely affected by low or negative contributions from our crypto asset mining operations. Excluding the impact of lending and trading activities and crypto asset mining, adjusted gross margins were 35% and 34% for the three months ended June 30, 2025 and 2024, respectively.

Research and Development

Research and development expenses remained consistent at $0.1 million for both the three months ended June 30, 2025 and 2024.

Selling and Marketing

Selling and marketing expenses were $6.3 million for the three months ended June 30, 2025, compared to $3.7 million for the three months ended June 30, 2024, an increase of $2.6 million, or 69%. The increase was primarily the result of a $2.6 million increase in sales and marketing expenses at RiskOn International, Inc. (“ROI”) from higher advertising and promotion costs.

General and Administrative

General and administrative expenses were $9.9 million for the three months ended June 30, 2025, compared to $11.4 million for the same period in 2024, representing a decrease of $1.5 million, or 13%. The decrease was primarily driven by the deconsolidation of AVLP and Eco Pack, the completion and wind-down of Ault Disruptive Technologies Corporation (“Ault Disruptive”) following the full redemption of its public shares, and a reduction in stock-based compensation expense.

Impairment of Property and Equipment

On April 30, 2024, we had a change in plan of sale for our four hotels owned and operated by AGREE. As a result, as of April 30, 2024, the assets no longer met the held for sale criteria and were required to be reclassified as held and used at the lower of adjusted carrying value or the fair value at the date of the determination not to sell. In connection with this change in plan of sale, we recorded a loss on impairment of property and equipment related to the real estate assets of AGREE of $8.0 million during the three months ended June 30, 2024. The fair values of property and equipment related to the real estate assets of AGREE were based on a discounted cash flow income approach for the hotel properties and a comparable sales market approach for the vacant land assets.

Other Expense, Net

Other expense, net was $7.3 million for the three months ended June 30, 2025, compared to other expense, net of $12.9 million for the three months ended June 30, 2024.

Interest and other income totaled $1.1 million and $0.7 million for the three months ended June 30, 2025 and 2024, respectively.

| 7 |

Interest expense totaled $7.6 million for the three months ended June 30, 2025, compared to $5.3 million for the same period in 2024. The increase was primarily driven by higher amortization of debt discount associated with new convertible notes issued during the second quarter of 2025. These notes included embedded derivative features and incurred transaction-related costs, which contributed to the higher non-cash interest expense recognized during the period.

Cumulative downward adjustments for impairments for our equity securities without readily determinable fair values held at were $6.3 million for the three months ended June 30, 2024. No such impairments were recognized during the three months ended June 30, 2025.

Income Tax Provision

Our effective tax rate from continuing operations was a benefit of 0.7% for the three months ended June 30, 2025, compared to 0.0% for the same period in 2024. We recorded an income tax benefit of $0.1 million and $4,000 for the three months ended June 30, 2025 and 2024, respectively.

Results of Operations for the Six Months Ended June 30, 2025 and 2024

The following table summarizes the results of our operations for the six months ended June 30, 2025 and 2024.

|  | For the Six Months Ended June 30, |
|  | 2025 |  |  | 2024 |
Revenue, crane operations |  | $ | 25,351,000 |  |  | $ | 24,618,000 |
Revenue, crypto assets mining |  |  | 9,882,000 |  |  |  | 19,937,000 |
Revenue, hotel and real estate operations |  |  | 9,287,000 |  |  |  | 8,697,000 |
Revenue, lending and trading activities |  |  | 1,798,000 |  |  |  | (664,000 | )
Revenue, other |  |  | 4,559,000 |  |  |  | 3,569,000 |
Total revenue |  |  | 50,877,000 |  |  |  | 56,157,000 |
Cost of revenue, crane operations |  |  | 16,388,000 |  |  |  | 15,747,000 |
Cost of revenue, crypto assets mining |  |  | 14,105,000 |  |  |  | 17,583,000 |
Cost of revenue, hotel and real estate operations |  |  | 6,129,000 |  |  |  | 6,135,000 |
Cost of revenue, lending and trading activities |  |  | - |  |  |  | - |
Cost of revenue, other |  |  | 2,845,000 |  |  |  | 2,292,000 |
Total cost of revenue |  |  | 39,467,000 |  |  |  | 41,757,000 |
Gross profit |  |  | 11,410,000 |  |  |  | 14,400,000 |
Operating expenses |  |  |  |  |  |  |  |
Research and development |  |  | 241,000 |  |  |  | 213,000 |
Selling and marketing |  |  | 8,611,000 |  |  |  | 7,773,000 |
General and administrative |  |  | 19,069,000 |  |  |  | 21,732,000 |
Impairment of property and equipment |  |  | - |  |  |  | 7,955,000 |
Total operating expenses |  |  | 27,921,000 |  |  |  | 37,673,000 |
Loss from operations |  |  | (16,511,000 | ) |  |  | (23,273,000 | )
Other income (expense): |  |  |  |  |  |  |  |
Interest and other income |  |  | 1,321,000 |  |  |  | 1,243,000 |
Interest expense |  |  | (11,503,000 | ) |  |  | (10,950,000 | )
Gain on conversion of investment in equity securities to marketable equity securities |  |  | - |  |  |  | 17,900,000 |
(Loss) gain on extinguishment of debt |  |  | (4,569,000 | ) |  |  | 742,000 |
Loss from investment in unconsolidated entity |  |  | - |  |  |  | (1,958,000 | )
Impairment of equity securities |  |  | - |  |  |  | (6,266,000 | )
Gain on deconsolidation of subsidiary |  |  | 9,690,000 |  |  |  | - |
Provision for loan losses, related party |  |  | - |  |  |  | (3,068,000 | )
(Loss) gain on the sale of fixed assets |  |  | (559,000 | ) |  |  | 32,000 |
Total other expense, net |  |  | (5,620,000 | ) |  |  | (2,325,000 | )
Loss before income taxes |  |  | (22,131,000 | ) |  |  | (25,598,000 | )
Income tax benefit |  |  | 70,000 |  |  |  | 5,000 |
Net loss from continuing operations |  |  | (22,061,000 | ) |  |  | (25,593,000 | )
Net loss from discontinued operations |  |  | - |  |  |  | (2,996,000 | )
Net loss |  |  | (22,061,000 | ) |  |  | (28,589,000 | )
Net income attributable to non-controlling interest |  |  | (1,195,000 | ) |  |  | (1,621,000 | )
Net loss attributable to Hyperscale Data |  |  | (23,256,000 | ) |  |  | (30,210,000 | )
Preferred dividends |  |  | (4,181,000 | ) |  |  | (2,568,000 | )
Net loss available to common stockholders |  | $ | (27,437,000 | ) |  | $ | (32,778,000 | )
Comprehensive loss |  |  |  |  |  |  |  |
Net loss available to common stockholders |  | $ | (27,437,000 | ) |  | $ | (32,778,000 | )
Other comprehensive (loss) income |  |  |  |  |  |  |  |
Foreign currency translation adjustment |  |  | 6,000 |  |  |  | (125,000 | )
Other comprehensive income (loss) |  |  | 6,000 |  |  |  | (125,000 | )
Total comprehensive loss |  | $ | (27,431,000 | ) |  | $ | (32,903,000 | )

| 8 |

Revenues

Revenues by business category for the six months ended June 30, 2025 and 2024 were as follows:

|  | For the Six Months Ended June 30, |  |  | Increase |  |  |  |
|  | 2025 |  |  | 2024 |  |  | (Decrease) |  |  | % |
Sentinum |  |  |  |  |  |  |  |  |  |  |  |
Revenue, crypto assets mining |  | $ | 9,882,000 |  |  | $ | 19,937,000 |  |  | $ | (10,055,000 | ) |  |  | -50 | %
Revenue, commercial real estate leases |  |  | 761,000 |  |  |  | 557,000 |  |  |  | 204,000 |  |  |  | 37 | %
Energy |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Revenue, crane operations |  |  | 25,351,000 |  |  |  | 24,618,000 |  |  |  | 733,000 |  |  |  | 3 | %
Other |  |  | 29,000 |  |  |  | 68,000 |  |  |  | (39,000 | ) |  |  | -57 | %
AGREE |  |  | 8,526,000 |  |  |  | 8,140,000 |  |  |  | 386,000 |  |  |  | 5 | %
TurnOnGreen |  |  | 3,284,000 |  |  |  | 2,461,000 |  |  |  | 823,000 |  |  |  | 33 | %
Fintech |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Revenue, lending and trading activities |  |  | 1,798,000 |  |  |  | (664,000 | ) |  |  | 2,462,000 |  |  |  | n/m |
Other |  |  | 1,246,000 |  |  |  | 1,040,000 |  |  |  | 206,000 |  |  |  | 20 | %
Total revenue |  | $ | 50,877,000 |  |  | $ | 56,157,000 |  |  | $ | (5,280,000 | ) |  |  | -9 | %

n/m - not meaningful

Sentinum

Revenues from Sentinum’s crypto assets mining operations decreased $10.1 million to $9.9 million for the six months ended June 30, 2025, compared to $19.9 million for the six months ended June 30, 2024. The decrease was due primarily to a $5.3 million decline in revenue from mined crypto assets at Sentinum owned and operated facilities coupled with a $4.7 million decline in revenue from Sentinum crypto mining equipment hosted at third-party facilities. The $5.3 million decrease in revenue from mined crypto assets at Sentinum owned and operated facilities was due to the April 2024 Bitcoin halving event that occurred on the Bitcoin network and a 42% increase in the average Bitcoin mining difficulty level, partially offset by a 61% increase in the average Bitcoin price for the six months ended June 30, 2025, compared to the corresponding period in 2024. No revenue was generated from third-party hosted mining operations in 2025.

Energy

Energy revenues from Circle 8’s crane operations grew by $0.7 million, or 3%, for the six months ended June 30, 2025, compared to the same period in 2024. The increase was driven by a strong start to the year, as oil and gas companies launched new projects amid renewed optimism following the presidential inauguration. However, this early momentum slowed in the second quarter as broader economic pressures and uncertainty in commodity markets dampened demand for crane services.

| 9 |

AGREE

Revenues from AGREE’s hotel operations increased by $0.4 million, or 5%, for the six months ended June 30, 2025, compared to the same period in 2024. The modest increase reflects stable occupancy levels and consistent average daily rates, indicating steady performance in our hotel operations year-over-year.

Fintech

Revenues from our lending and trading activities decreased $2.5 million to approximately $1.8 million for the six months ended June 30, 2025, compared to the same period in 2024, primarily due to a $1.4 million realized gain from the sale of an investment in other equity securities and $0.3 million in fee income during the six months ended June 30, 2025. Revenues from our lending and trading activities were negative $0.7 million for the three months ended June 30, 2024, primarily due to a $0.4 million unrealized loss from our investment in Alzamend included in revenue from lending and trading activities.

Revenues from our trading activities for the six months ended June 30, 2025 included net gains on equity securities, including unrealized gains and losses from market price changes. These gains and losses have caused, and will continue to cause, significant volatility in our periodic earnings.

TurnOnGreen

TurnOnGreen’s revenues increased by $0.8 million, to $3.3 million for the six months ended June 30, 2025, compared to $2.5 million in the corresponding period in 2024. This rise was primarily due to higher sales from a single customer in the defense industry during the six months ended June 30, 2025.

Other

Other revenues increased by $0.2 million, to $1.2 million for the six months ended June 30, 2025, compared to $1.0 million in the corresponding period in 2024. This rise was primarily due to higher corporate aircraft charter revenue from third parties.

Gross Margins

Gross margins decreased to 22% for the six months ended June 30, 2025, compared to 26% for the same period in 2024. The decline was primarily driven by unfavorable margins from our crypto asset mining operations, partially offset by favorable contributions from our lending and trading activities. Gross margins of 22% for the six months ended June 30, 2025 reflected a similar mix of negative mining performance and positive trading results. Excluding the impact of lending and trading activities and crypto asset mining, adjusted gross margins for the six months ended June 30, 2025 and 2024 would have been 35% and 34%, respectively.

Research and Development

Research and development expenses remained consistent at $0.2 million for both the six months ended June 30, 2025 and 2024.

Selling and Marketing

Selling and marketing expenses were $8.6 million for the six months ended June 30, 2025, compared to $7.8 million for the six months ended June 30, 2024, an increase of $0.8 million, or 11%. The increase was primarily the result of a $1.0 million increase in sales and marketing expenses at ROI from higher advertising and promotion costs.

General and Administrative

General and administrative expenses were $19.1 million for the six months ended June 30, 2025, compared to $21.7 million for the six months ended June 30, 2024, a decrease of $2.7 million. The decrease was primarily driven by the deconsolidation of AVLP and Eco Pack, the completion and wind-down of Ault Disruptive following the full redemption of its public shares, and a reduction in stock-based compensation expense.

| 10 |

Impairment of Property and Equipment

On April 30, 2024, we had a change in plan of sale for our four hotels owned and operated by AGREE. As a result, as of April 30, 2024, the assets no longer met the held for sale criteria and were required to be reclassified as held and used at the lower of adjusted carrying value or the fair value at the date of the determination not to sell. In connection with this change in plan of sale, we recorded a loss on impairment of property and equipment related to the real estate assets of AGREE of $8.0 million during the six months ended June 30, 2024. The fair values of property and equipment related to the real estate assets of AGREE were based on a discounted cash flow income approach for the hotel properties and a comparable sales market approach for the vacant land assets.

Other Expense, Net

Other expense, net was $5.6 million for the six months ended June 30, 2025, compared to other expense, net of $2.3 million for the six months ended June 30, 2024.

Interest and other income totaled $1.3 million and $1.2 million for the six months ended June 30, 2025 and 2024, respectively.

Interest expense was $11.5 million for the six months ended June 30, 2025, a slight increase from $11.0 million for the same period in 2024.

For the six months ended June 30, 2024, we recognized a noncash gain of $17.9 million related to the conversion of White River common stock by ROI into marketable equity securities. During the period, ROI transferred 6.7 million shares of White River common stock with a fair value of $19.2 million at the date of transfer. In connection with these transfers, ROI converted a portion of its White River Series A convertible preferred stock into common stock. No such gains were recognized during the six months ended June 30, 2025.

During the six months ended June 30, 2025, we 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 shares of Class A common stock, which had a fair value of $0.4 million at the time of conversion;

| · | A loss of $2.6 million was recognized in connection with the February 25, 2025 issuance of an amended and restated forbearance agreement with an institutional investor. As part of this agreement, we issued an amended and restated convertible promissory note (the “A&R Forbearance Note”) with a principal amount of $3.5 million. The A&R Forbearance Note was determined to be substantially different from the original note due to significant modifications, including an increased principal balance and the addition of a conversion feature. Accordingly, the original note was derecognized, and extinguishment accounting was applied. The $2.6 million loss reflects the excess of the value of the A&R Forbearance Note over the net carrying amount of the original note;

| · | A loss of $1.0 million related to a convertible promissory note issued on March 14, 2025. Although the principal amount of the new note equaled the aggregate principal and accrued interest of the notes exchanged, the fair value of the new note, including the embedded derivative liability, exceeded the carrying amount of the original notes. As a result, a loss on extinguishment of $1.0 million was recognized; and

| · | A loss of $1.3 million related to a convertible promissory note issued on March 21, 2025. Although the principal of the new note matched the principal and accrued interest of the exchanged notes, the combined fair value of the new note and its embedded derivative exceeded the carrying amount of the original instruments. Accordingly, a $1.3 million loss on extinguishment was recognized.

During the six months ended June 30, 2024, ROI converted $2.3 million of ROI senior secured convertible notes that had a fair value of $0.9 million at the time of conversion and recognized a $1.4 million gain on extinguishment of debt. During the three months ended June 30, 2024, holders of our convertible notes converted $2.0 million of convertible notes that had a fair value of $2.7 million at the time of conversion and recognized a $0.7 million loss on extinguishment of debt.

Loss from investment in unconsolidated entity was $1.3 million for the six months ended June 30, 2024, representing our share of losses from our equity method investment in Algorhythm Holdings, Inc.

| 11 |

On March 28, 2025, AVLP, formerly a majority-owned subsidiary of ours, filed a voluntary petition for liquidation under Chapter 7 of the U.S. Bankruptcy Code. As a result of the filing, AVLP became subject to the control of the bankruptcy court, and we no longer maintained a controlling financial interest. Accordingly, we deconsolidated AVLP effective as of the petition date. In connection with the deconsolidation, we 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.

On April 16, 2025, Eco Pack, formerly a majority-owned subsidiary of ours, filed a voluntary liquidation under the insolvency regulations in the UK. As a result of the filing, we no longer maintained a controlling financial interest. Accordingly, we deconsolidated Eco Pack effective as of the filing date. In connection with the deconsolidation, we 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.

During the six months ended June 30, 2024, we recorded a $3.1 million loan loss reserve related to the promissory note from Ault & Company due to uncertainties surrounding collection. The reserve was recorded within provision for loan losses – related party.

Income Tax Provision

Our effective tax rate from continuing operations was a benefit of 0.3% for the six months ended June 30, 2025, compared to 0.0% for the same period in 2024. We recorded an income tax benefit of $0.1 million and $5,000 for the six months ended June 30, 2025 and 2024, respectively.

Liquidity and Capital Resources

As of June 30, 2025, we had cash and cash equivalents of $5.9 million, excluding restricted cash of $21.3 million, compared to $4.5 million in cash and cash equivalents and $20.5 million in restricted cash as of December 31, 2024. The increase in cash and cash equivalents was primarily driven by cash inflows from financing activities, including the sale of preferred stock and proceeds from notes payable and convertible notes. These inflows were partially offset by cash used in operating activities, debt repayments and purchases of property and equipment.

Net cash used in operating activities totaled $7.1 million for the six months ended June 30, 2025, compared to $13.9 million for the six months ended June 30, 2024. Cash used in operating activities for the six months ended June 30, 2025 included $9.9 million proceeds from the sale of crypto assets from our Sentinum crypto assets mining operations, offset by operating losses and changes in working capital. Net cash used in operating activities for the six months ended June 30, 2024 included $3.8 million cash used in operating activities from discontinued operations.

Net cash used in investing activities was $2.3 million for the six months ended June 30, 2025, compared to net cash used in investing activities of $3.8 million for the six months ended June 30, 2024. Net cash used investing activities for the six months ended June 30, 2025 included capital expenditures of $3.3 million partially offset by proceeds from collections on notes receivable, related party of $1.9 million. Net cash used in investing activities for the six months ended June 30, 2024 included $1.6 million cash provided by investing activities from discontinued operations.

Net cash provided by financing activities was $11.6 million for the six months ended June 30, 2025, compared to $18.8 million for the six months ended June 30, 2024, and primarily reflects the following transactions:

| • | $29.1 million gross proceeds from notes payable, offset by $30.2 million payments on notes payable;

| • | $7.9 million gross proceeds from sales of Series B preferred stock;

| • | $5.0 million gross proceeds from convertible notes payable, offset by $0.3 million payments on convertible notes payable;

| • | $3.5 million gross proceeds from sales of Series D preferred stock;

| 12 |

| • | $4.2 million payments of preferred dividends; and

| • | $0.9 million gross proceeds from sales of Series G preferred stock, related party.

Net cash provided by financing activities for the six months ended June 30, 2024 included $1.3 million cash provided by financing activities from discontinued operations.

Financing Transactions Subsequent to June 30, 2025

Sales of Series B Convertible Preferred Stock

From July 1, 2025 through August 14, 2025, we sold a total of 10,955 shares of our Series B convertible preferred stock for cash totaling $11.0 million.

Critical Accounting Estimates

There have been no material changes to our critical accounting estimates previously disclosed in the 2024 Annual Report.

| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable for a smaller reporting company.

| ITEM 4. | CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We have established disclosure controls and procedures designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and is accumulated and communicated to management, including the principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.

Our principal executive officer and principal financial officer, with the assistance of other members of the Company’s management, have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report. Based upon our evaluation, each of our principal executive officer and principal financial officer has concluded that the Company’s internal control over financial reporting was not effective as of the end of the period covered by this Quarterly Report because the Company has not yet completed its remediation of the material weakness previously identified and disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, the end of its most recent fiscal year.

Management has identified the following material weaknesses:

| 1. | We do not have sufficient resources in our accounting department, which restricts our ability to gather, analyze and properly review information related to financial reporting, including applying complex accounting principles relating to consolidation accounting, related party transactions, fair value estimates, accounting contingencies and analysis of financial instruments for proper classification in the consolidated financial statements, in a timely manner;

| 2. | Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties during our assessment of our disclosure controls and procedures and concluded that the control deficiency that resulted represented a material weakness;

| 3. | Our primary user access controls (i.e., provisioning, de-provisioning, privileged access and user access reviews) to ensure appropriate authorization and segregation of duties that would adequately restrict user and privileged access to the financially relevant systems and data to appropriate personnel were not designed and/or implemented effectively. We did not design and/or implement sufficient controls for program change management to certain financially relevant systems affecting our processes; and

| 13 |

| 4. | The Company did not design and/or implement user access controls to ensure appropriate segregation of duties or program change management controls for certain financially relevant systems impacting the Company’s processes around revenue recognition and crypto assets to ensure that IT program and data changes affecting the Company’s (i) financial IT applications, (ii) crypto assets mining equipment, and (iii) underlying accounting records, are identified, tested, authorized and implemented appropriately to validate that data produced by its relevant IT system(s) were complete and accurate. Automated process-level controls and manual controls that are dependent upon the information derived from such financially relevant systems were also determined to be ineffective as a result of such deficiency. In addition, the Company has not effectively designed a manual key control to detect material misstatements in revenue.

Planned Remediation

Management continues to work to improve its controls related to our material weaknesses, specifically relating to user access and change management surrounding our IT systems and applications. Management will continue to implement measures to remediate material weaknesses, such that these controls are designed, implemented, and operating effectively. The remediation actions include: (i) enhancing design and documentation related to both user access and change management processes and control activities; and (ii) developing and communicating additional policies and procedures to govern the area of IT change management. In order to achieve the timely implementation of the above, management has commenced the following actions and will continue to assess additional opportunities for remediation on an ongoing basis:

| · | Engaging a third-party specialist to assist management with improving the Company’s overall control environment, focusing on change management and access controls;

| · | Implementing new applications and systems that are aligned with management’s focus on creating strong internal controls; and

| · | Continuing to increase headcount across the Company, with a particular focus on hiring individuals with strong Sarbanes Oxley and internal control backgrounds.

We are currently working to improve and simplify our internal processes and implement enhanced controls, as discussed above, to address the material weaknesses in our internal control over financial reporting and to remedy the ineffectiveness of our disclosure controls and procedures. These material weaknesses will not be considered to be remediated until the applicable remediated controls are operating for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

Despite the existence of these material weaknesses, we believe that the condensed consolidated financial statements included in the period covered by this Quarterly Report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented in conformity with U.S. generally accepted accounting principles.

Changes in Internal Controls over Financial Reporting.

Except as detailed above, during the fiscal quarter ended June 30, 2025, there were no significant changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

| 14 |

PART II — OTHER INFORMATION

| ITEM 1. | LEGAL PROCEEDINGS

Litigation Matters

The Company is involved in litigation arising from other matters in the ordinary course of business. We are regularly subject to claims, suits, regulatory and government investigations, and other proceedings involving labor and employment, commercial disputes, and other matters. Such claims, suits, regulatory and government investigations, and other proceedings could result in fines, civil penalties, or other adverse consequences.

Certain of these outstanding matters include speculative, substantial or indeterminate monetary amounts. We record a liability when we believe that it is probable that a loss has been incurred and the amount can be reasonably estimated. If we determine that a loss is reasonably possible and the loss or range of loss can be estimated, we disclose the reasonably possible loss. We evaluate developments in our legal matters that could affect the amount of liability that has been previously accrued, and the matters and related reasonably possible losses disclosed, and make adjustments as appropriate. Significant judgment is required to determine both likelihood of there 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 v. Ault Alliance, Inc. and RiskOn International, Inc., Index No. 652792/2024.

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 a cause of action for breach of contract against ROI based on an alleged breach of that certain Security Agreement, dated April 27, 2023, and entered into among ROI and Arena. In connection with this cause of action, Arena seeks, among other things, costs and expenses from the Company and ROI.

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.

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.

On February 18, 2025, the Company filed an Answer to the ROI Complaint and asserted numerous affirmative defenses.

On or about July 29, 2025, the Court entered an Order (the “Consolidation and Dismissal Order”) consolidating this action with that certain action captioned Arena Investors, LP v. Milton C. 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.

Other Litigation Matters

With respect to our other outstanding matters, based on our current knowledge, we believe that the amount or range of reasonably possible loss will not, either individually or in aggregate, have a material adverse effect on our business, consolidated financial position, results of operations, or cash flows. However, the outcome of such matters is inherently unpredictable and subject to significant uncertainties.

| 15 |

| ITEM 1A. | RISK FACTORS

There are no updates or changes to the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2024.

| ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

| ITEM 3. | DEFAULTS UPON SENIOR SECURITIES

None.

| ITEM 4. | MINE SAFETY DISCLOSURES

Not applicable.

| ITEM 5. | OTHER INFORMATION

None of the Company’s directors and officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company's fiscal quarter ended June 30, 2025 (each as defined in Item 408 of Regulation S-K under the Securities Exchange Act of 1934, as amended).

| ITEM 6. | EXHIBITS

Exhibit Number |  | Description
2.1 |  | Agreement and Plan of Merger dated January 7, 2021. Incorporated by reference to the Current Report on Form 8-K filed on January 19, 2021 as Exhibit 3.1 thereto.
2.2 |  | Agreement and Plan of Merger dated December 1, 2021. Incorporated by reference to the Current Report on Form 8-K filed on December 13, 2021 as Exhibit 2.1 thereto.
2.3 |  | Agreement and Plan of Merger dated December 20, 2022. Incorporated by reference to the Current Report on Form 8-K filed on December 21, 2022 as Exhibit 2.1 thereto.
3.1 |  | Certificate of Incorporation, dated September 22, 2017. Incorporated herein by reference to the Current Report on Form 8-K filed on December 29, 2017 as Exhibit 3.1 thereto.
3.2 |  | Certificate of Designations of Rights and Preferences of 10% Series A Cumulative Redeemable Perpetual Preferred Stock, dated September 13, 2018. Incorporated herein by reference to the Current Report on Form 8-K filed on September 14, 2018 as Exhibit 3.1 thereto.
3.3 |  | Certificate of Amendment to Certificate of Incorporation, dated January 2, 2019. Incorporated by reference to the Current Report on Form 8-K filed on January 3, 2019 as Exhibit 3.1 thereto.
3.4 |  | Certificate of Amendment to Certificate of Incorporation (1-for-20 Reverse Stock Split of Common Stock), dated March 14, 2019. Incorporated herein by reference to the Current Report on Form 8-K filed on March 14, 2019 as Exhibit 3.1 thereto.
3.5 |  | Certificate of Ownership and Merger. Incorporated by reference to the Current Report on Form 8-K filed on January 19, 2021 as Exhibit 2.1 thereto.
3.6 |  | Certificate of Ownership and Merger, as filed with the Secretary of State of the State of Delaware on December 1, 2021. Incorporated by reference to the Current Report on Form 8-K filed on December 13, 2021 as Exhibit 3.1 thereto.
3.7 |  | Certificate of Designation, Preferences and Rights relating to the 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock, dated May 25, 2022. Incorporated by reference to the Registration Statement on Form 8-A filed on May 26, 2022 as Exhibit 3.6 thereto.

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3.8 |  | Certificate of Increase of the Designated Number of Shares of 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock, dated June 10, 2022. Incorporated by reference to the Current Report on Form 8-K filed on June 14, 2022 as Exhibit 3.1 thereto.
3.9 |  | Certificate of Correction to the Certificate of Designation, Rights and Preferences of 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock, dated June 16, 2022. Incorporated by reference to the Current Report on Form 8-K filed on June 17, 2022 as Exhibit 3.1 thereto.
3.10 |  | Certificate of Amendment to Certificate of Incorporation (1-for-300 Reverse Stock Split of Common Stock), dated May 15, 2023. Incorporated herein by reference to the Current Report on Form 8-K filed on May 16, 2023 as Exhibit 3.1 thereto.
3.11 |  | Certificate of Elimination of the Series E convertible redeemable preferred stock of Hyperscale Data, Inc. Incorporated herein by reference to the Current Report on Form 8-K filed on August 18, 2023 as Exhibit 3.1 thereto.
3.12 |  | Certificate of Elimination of the Series F convertible redeemable preferred stock of Hyperscale Data, Inc. Incorporated herein by reference to the Current Report on Form 8-K filed on August 18, 2023 as Exhibit 3.2 thereto.
3.13 |  | Certificate of Elimination of the Series G convertible redeemable preferred stock of Hyperscale Data, Inc. Incorporated herein by reference to the Current Report on Form 8-K filed on August 18, 2023 as Exhibit 3.3 thereto.
3.14 |  | Certificate of Designation of Preferences, Rights and Limitations of Series C Cumulative Preferred Stock, dated November 15, 2023. Incorporated herein by reference to the Current Report on Form 8-K filed on November 21, 2023 as Exhibit 3.1 thereto.
3.15 |  | Certificate of Elimination of the Series B convertible redeemable preferred stock of Hyperscale Data, Inc. Incorporated herein by reference to the Current Report on Form 8-K filed on December 12, 2023 as Exhibit 3.1 thereto.
3.16 |  | Certificate of Amendment to Certificate of Incorporation filed with the Delaware Secretary of State on January 12, 2024. Incorporated by reference to the Current Report on Form 8-K filed on January 12, 2024 as Exhibit 3.2 thereto.
3.17 |  | Second Amended and Restated Bylaws, effective as of January 11, 2024. Incorporated by reference to the Current Report on Form 8-K filed on January 12, 2024 as Exhibit 3.1 thereto.
3.18 |  | Certificate of Increase to Certificate Designations of Preferences, Rights and Limitations of Series C Convertible Preferred Stock. Incorporated herein by reference to the Current Report on Form 8-K filed on April 4, 2024 as Exhibit 3.1 thereto.
3.19 |  | Certificate of Amendment to Certificate of Incorporation filed with the Delaware Secretary of State on September 6, 2024 and effective September 10, 2024. Incorporated herein by reference to the Current Report on Form 8-K filed on September 6, 2024 as Exhibit 3.1 thereto.
3.20 |  | Certificate of Designation, Preferences and Rights relating to the 10.00% Series E Cumulative Redeemable Perpetual Preferred Stock, dated November 11, 2024. Incorporated by reference to the Current Report on Form 8-K filed on November 12, 2024 as Exhibit 3.1 thereto.
3.21 |  | Certificate of Amendment to Certificate of Incorporation filed with the Delaware Secretary of State on November 20, 2024. Incorporated herein by reference to the Current Report on Form 8-K filed on November 20, 2024 as Exhibit 3.1 thereto.
3.22 |  | Certificate of Designation, Preferences and Rights relating to the Series F Exchangeable Preferred Stock, dated November 22, 2024. Incorporated by reference to the Current Report on Form 8-K filed on November 25, 2024 as Exhibit 3.1 thereto.
3.23 |  | Form of Certificate of Designation of Preferences, Rights and Limitations of Series G Cumulative Preferred Stock, dated December 21, 2024. Incorporated herein by reference to the Current Report on Form 8-K filed on December 23, 2024 as Exhibit 4.1 thereto.
3.24 |  | Certificate of Amendment to Certificate of Incorporation filed with the Delaware Secretary of State on February 5, 2025. Incorporated herein by reference to the Current Report on Form 8-K filed on February 10, 2025 as Exhibit 3.1 thereto.
3.25 |  | Certificate of Designation of Preferences, Rights and Limitations of Series B Cumulative Preferred Stock, dated March 31, 2025. Incorporated herein by reference to the Current Report on Form 8-K filed on April 1, 2025 as Exhibit 3.1 thereto.
3.26 |  | Certificate of Amendment to Certificate of Incorporation filed with the Delaware Secretary of State on April 23, 2025. Incorporated herein by reference to the Current Report on Form 8-K filed on April 25, 2025 as Exhibit 3.1 thereto.

| 17 |

3.27 |  | Form of Certificate of Designation of Preferences, Rights and Limitations of Series H Convertible Preferred Stock. Incorporated herein by reference to the Current Report on Form 8-K filed on August 1, 2025 as Exhibit 4.1 thereto.
10.1 |  | Form of Securities Purchase Agreement, dated April 15, 2025, by and between Hyperscale Data, Inc. and the investor. Incorporated by reference to the Current Report on Form 8-K filed on April 16, 2025 as Exhibit 10.1 thereto.
10.2 |  | Termination Agreement and Mutual General Release, dated May 28, 2025, by and between Hyperscale Data, Inc. and Orion Equity Partners, LLC. Incorporated by reference to the Current Report on Form 8-K filed on May 29, 2025 as Exhibit 10.1 thereto.
10.3 |  | Form of Settlement Agreement, dated June 6, 2025. Incorporated by reference to the Current Report on Form 8-K filed on June 9, 2025 as Exhibit 10.1 thereto.
10.4 |  | Form of Hosting Services Agreement. Incorporated by reference to the Current Report on Form 8-K filed on June 10, 2025 as Exhibit 10.1 thereto.
31.1* |  | Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).
31.2* |  | Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).
32.1** |  | Certification of Chief Executive Officer and Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code.
101.INS* |  | Inline XBRL Instance Document. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH* |  | Inline XBRL Taxonomy Extension Schema Document.
101.CAL* |  | Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF* |  | Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB* |  | Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE* |  | Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104 |  | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

| * | Filed herewith.

| ** | Furnished herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: August 15, 2025

| HYPERSCALE DATA, INC. |
| By: | /s/ William B. Horne |
|  | William B. Horne |
|  | Chief Executive Officer |
|  | (Principal Executive Officer) |
| By: | /s/ Kenneth S. Cragun |
|  | Kenneth S. Cragun |
|  | Chief Financial Officer |
|  | (Principal Accounting Officer) |

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