Dorothy 1A is a project focused on bitcoin hosting. The closing of the acquisition (the "Closing") occurred simultaneously with the execution of the MIPA on April 15, 2026. At the Closing, the Purchaser paid $6.0 million to the Seller and an additional $10.5 million payment is due to the Seller no later than July 1, 2026. Upon the Closing, the Purchaser owns 100% of the issued and outstanding membership interests of the Dorothy 1A Project Company.

In connection with the MIPA, on April 15, 2026, the Company entered into a Securities Purchase Agreement (the "SPA") with YA II PN, LTD. (the "Lender"), pursuant to which the Company issued to the Lender a Promissory Note (the "Note") payable to the Lender, providing for an unsecured loan in the aggregate principal amount of up to $12,000,000 (the "Principal Amount"). The outstanding Principal Amount will mature on May 15, 2027 (the "Maturity Date") and bears interest at a rate per annum of 5%, based on a 365-day year, which interest rate shall increase to a rate per annum of 18% upon the occurrence of an Event of Default (as defined in the Note) for so long as such event remains uncured. Under the Note, the Company is required to make monthly payments ("Amortization Payments") of $1.2 million per month, beginning sixty (60) days after closing until the Note is repaid in full. Each Amortization Payment shall include a 5% premium of the principal amount of such payment.