This prospectus contains forward-looking statements about us and our industry that involve substantial risks and uncertainties. All statements contained in this prospectus other than statements of historical fact, including statements regarding our future operating results and financial condition, our business strategy and plans, market growth, and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “potentially,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “project,” “target,” “plan,” “expect,” and similar expressions are intended to identify forward-looking statements. Forward-looking statements in this prospectus may include, for example, statements about the topics below and are subject to risks and uncertainties, including without limitation those described below:
| ● | Our recent growth may not be indicative of our future growth. |
| ● | Our blockchain mining operations expose us to risks that could materially adversely affect our business, operating results, financial condition, and future prospects. |
| ● | We have a limited number of suppliers for significant components of the equipment we use to build and operate our platform and provide our solutions and services. |
| ● | We may be unable to access sufficient power or may face increased costs to procure power, prolonged power outages, shortages, or capacity constraints. |
| ● | Our long-term power agreements are currently subject to non-binding letters of intent, and definitive agreements may not be executed on favorable terms or at all. |
| ● | Our data center facilities may experience damage, interruption, or a security breach. |
| ● | A substantial portion of our hosting revenue is driven by a limited number of our customers. |
| ● | A substantial portion of our current GPU-as-a-Service revenue is generated through a single channel partner, which we may be unable to retain. |
| ● | We may fail to efficiently enhance our platform and develop and sell new solutions and services and respond effectively to rapidly changing technology, evolving industry standards, changing regulations, and changing customer needs, requirements, or preferences. |
| ● | Artificial intelligence technology is new, and the continued rapid pace of developments in the artificial intelligence field are inherently uncertain. |
| ● | We may be unable to obtain additional capital to fund our business and support our growth. |
| ● | Our operating results may fluctuate significantly. |
| ● | We face intense competition and could lose market share to our competitors. |
| ● | There may be a network or data security incident against us, or our third-party providers. |
| ● | We have a history of generating losses and may not be able to achieve profitability. |
| ● | We make substantial investments in our technology and infrastructure, which may be unsuccessful. |
| ● | Our platform may encounter performance problems. |
| ● | There may be a failure of our information technology systems or those of one or more of our information technology service providers, business partners, vendors, suppliers, or other third-party service providers. |
| ● | We have a limited operating history at our current scale. |
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| ● | We rely on our management team and other key employees. |
| ● | We rely on the ability to obtain, maintain, protect, and enforce our intellectual property rights. |
| ● | We are subject to laws, regulations, and industry requirements related to data privacy, data protection and information security, and user protection across different markets where we conduct our business and such laws, regulations, and industry requirements are constantly evolving and changing. |
| ● | We may be unable to continue as a going concern. |
| ● | We have a substantial amount of indebtedness. |
| ● | Our listing differs significantly from an initial public offering conducted on a firm-commitment basis. |
| ● | Our shares of common stock currently have no public market. |
| ● | An active trading market may not develop or continue to be liquid and the market price of our shares of common stock may be volatile. |
We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, operating results, business strategy, and short-term and long-term business operations and objectives. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including those described in the section titled “Risk Factors” and elsewhere in this prospectus. Moreover, we operate in a very competitive and rapidly changing environment, and new risks emerge from time to time. It is not possible for management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, the forward-looking events and circumstances discussed in this prospectus may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.
You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. We undertake no obligation to update any of these forward-looking statements for any reason after the date of this prospectus or to conform these statements to actual results or to changes in our expectations, except as required by law. These forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this prospectus. While we believe such information provides a reasonable basis for these statements, such information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.
You should read this prospectus and the documents that we reference in this prospectus and have filed with the Securities and Exchange Commission (the “SEC”) as exhibits to the registration statement of which this prospectus is a part with the understanding that our actual future results, performance, and events and circumstances may be materially different from what we expect.
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