ETHZilla Corp

If you are a stockholder of record, there are five ways to vote:

• At the virtual Special Meeting. You may vote during the meeting by following the instructions available on the meeting website during the meeting.

• Via the Internet. You may vote by proxy via the Internet by following the instructions provided in the notice.

• By Telephone. If you request printed copies of the proxy materials by mail, you may vote by proxy by calling the toll-free number found on the proxy card or notice.

• By Fax. If you request printed copies of the proxy materials by mail, you may vote by proxy by faxing your proxy to the number found on the proxy card or notice.

• By Mail. If you request printed copies of the proxy materials by mail, you may vote by proxy by filling out the proxy card and returning it in the envelope provided.

If you hold shares through an account with a bank or broker, the voting of the shares by the bank or broker when you do not provide voting instructions is governed by the rules of the New York Stock Exchange (the “NYSE”). NYSE rules allow brokers, banks and other nominees to vote shares on certain “routine” matters for which their customers do not provide voting instructions. A broker non-vote occurs when your bank or broker submits a proxy but does not vote on non-routine proposals, absent specific instructions from you. See also “Voting Requirements for the Proposal”, below.

Providing and Revoking Proxies

The presence of a stockholder at our Special Meeting will not automatically revoke that stockholder’s proxy. However, a stockholder may revoke a proxy at any time prior to its exercise by:

• submitting a written revocation prior to the Special Meeting to the Corporate Secretary, ETHZilla Corporation, 2875 South Ocean Blvd., Suite 200, Palm Beach, Florida 33480;

• submitting another signed and later dated proxy card and returning it by mail in time to be received before our Special Meeting or by submitting a later dated proxy by the Internet, fax or telephone prior to the Special Meeting; or

• attending our Special Meeting and voting by following the instructions available on the meeting website during the meeting.

Meeting Time and Location: Virtual Special Meeting

Attendance at the Special Meeting is limited to holders of record of our common stock at the close of business on the record date, October 17, 2025, and our guests. You will be asked to provide your control number in order to be admitted into the Special Meeting. If your shares are held in the name of a bank, broker, or other nominee and you plan to attend the Special Meeting, you must obtain your control number from such bank, broker, or other nominee, or contact Equiniti Trust Company at (919) 481-4000, or 1-866-752-VOTE (8683) to obtain your control number, in order to be admitted. No recording of the meeting will be permitted. At the Special Meeting, stockholders of the Company will be afforded a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to communicate, and to read or hear the proceedings of the meetings in a substantially concurrent manner with such proceedings.

Conduct at the Meeting

The Chairperson of the meeting has broad responsibility and legal authority to conduct the Special Meeting in an orderly and timely manner. This authority includes establishing rules for stockholders who wish to address the meeting. Only stockholders or their valid proxy holders may address the meeting. The Chairperson may exercise broad discretion in recognizing stockholders who wish to speak and in determining the extent of discussion on each item of business. In light of the number of stockholders of the Company, the number of items on the agenda and the need to conclude the meeting within a reasonable period of time, we cannot ensure you that every stockholder who wishes to speak on an item of business will be able to do so.

Voting Requirements for the Proposals

• See also “Quorum”, below. The column “Broker Discretionary Voting Allowed” is based on our belief as of the date of this Proxy Statement; however, the NYSE may determine that any of the proposals above are a discretionary matter. In that case brokers will have the ability to vote on such matter even if you do not vote your shares at the Meeting.

Approval of Proposals 1 and 2 require the affirmative vote of a majority of the votes cast on such proposal present in person or represented by proxy at the Special Meeting and entitled to vote thereon, provided that a quorum exists at the Special Meeting. Votes cast “against” Proposals 1 and 2 will count against the approval of the proposal. Abstentions will not be counted as votes cast and will have no effect on these proposals. Broker non-votes will not be counted as votes cast, and are not entitled to vote on proposals where shareholders have not provided discretionary authority, and as such will have no effect on these proposals.

If a broker indicates on the proxy that it does not have discretionary authority as to certain shares to vote on a particular matter, those shares will not be considered as present and entitled to vote with respect to that matter. For your vote to be counted, you must submit your voting instruction form to your broker.

As described above, although the Company will include abstentions and broker non-votes as present or represented for purposes of establishing a quorum for the transaction of business, the Company intends to exclude abstentions and broker non-votes from the tabulation of voting results on the election of directors or on any issues requiring approval of a majority of the votes cast at the Special Meeting.