Big Digital Energy, Inc.

This Current Report on Form 8-K and its Exhibits contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, among others, statements regarding the Company’s financing transactions (including the issuance of Series D Convertible Preferred Stock and Warrant), the expected timing and effects of such transactions, the Company’s plans and expectations regarding any joint venture with 10NetZero and the proposed development of a data-center site in Texas, and the Company’s strategy, operations, and future results. Words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “target,” “will,” “would,” “subject to,” and similar expressions are intended to identify forward-looking statements.

These statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied. Important factors include, without limitation: the Company’s ability to continue as a going concern; the Company’s ability to maintain its Nasdaq listing; the need for and availability of additional financing; the Company’s ability to obtain any required stockholder approvals and to file and maintain the effectiveness of any required registration statements; the timing, negotiation, and execution of any definitive agreements relating to a joint venture with 10NetZero and the proposed acquisition and development of any Texas site, and the satisfaction of any closing conditions; availability and cost of power, grid interconnection and build-out timing; the feasibility, permitting, and development of any behind-the-meter generation; execution risks in developing AI/HPC digital infrastructure; market demand for AI/HPC and accelerated computing; evolving and uncertain regulation of digital assets, artificial intelligence, and high-performance computing; volatility in digital asset prices and reductions in mining incentives; and the other risks described under “Risk Factors” in the Company’s most recent Annual Report on Form 10-K and in other filings made with the SEC from time to time. Any forward-looking statements speak only as of the date of this report, and the Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date of this report, except as required by law.