This Quarterly Report on Form 10-Q (this “Quarterly Report”) of Azio AI Holdings, Inc., including its consolidated subsidiaries (the "Company,” “we,” “us,” and “our”) contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or our future financial performance or condition and involve known and unknown risks, uncertainties and other factors that could cause our actual results, levels of activity, performance or achievement to differ materially from those expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “contemplate,” “plan,” “project,” “forecast,” “potential,” “possible,” “proposed,” “should,” “develop,” “opportunity,” “target,” “outlook,” “optimistic,” “poised,” “positioned,” “maintain,” “continue,” “aim,” “goal,” “will” and “would” or the negatives of these terms or other comparable terminology intended to identify statements about the future.
You should not place undue reliance on forward-looking statements. The cautionary statements set forth in this Quarterly Report, including in “Risk Factors” and elsewhere, identify important factors, which you should consider in evaluating our forward-looking statements. These factors could cause actual results and events to differ materially from those expressed or implied in any forward-looking statement and include, among other things:
| • | our ability to successfully integrate the operations, personnel, technology systems, and business culture of Legacy Azio (as defined Note 1 to our unaudited consolidated financial statements included in this Quarterly Report) following the Azio Acquisition (as defined Note 1 to our unaudited consolidated financial statements included in this Quarterly Report), and to realize the anticipated benefits and synergies of this acquisition within the expected timeframe, or at all, and our ability to successfully integrate and realize the benefits of future strategic acquisitions; |
| • | the possibility that the Azio Acquisition exposes us to unknown, contingent, or underestimated liabilities, including litigation, regulatory, tax, and environmental liabilities; |
| • | our ability to retain key employees, customers, and business relationships of the acquired business following the Azio Acquisition; |
| • | potential impairment charges relating to goodwill or other intangible assets recognized in connection with the Azio Acquisition if the acquired business does not perform as expected; |
| • | our limited operating history and unproven strategy in our AI data center, GPU compute, and digital power business, and our ability to develop and operate large-scale, power-intensive AI data center campuses on time and within budget; |
| • | our reliance on a concentrated customer and counterparty base for our GPU sales and infrastructure agreements, and our dependence on a limited number of suppliers for GPUs and related hardware; |
| • | our ability to generate demand for our products in order to generate revenue; |
| • | our need for significant additional capital to fund our AI infrastructure and digital power buildout, which may not be available on acceptable terms, or at all; |
| • | our ability to effectively execute our business strategy; |
| • | our ability and our suppliers’ ability to scale our manufacturing and assembling processes effectively and quickly; |
| • | our ability to manage our expansion, growth and operating expenses and reduce and adequately control the costs and expenses associated with operating our business; |
| • | the potential impact of product recalls and product liability claims relating to the products we distribute and other litigation; |
| • | our ability and our manufacturing partners’ ability to navigate disruptions to the global supply chain and procure the raw materials, parts, and components necessary to produce our products on terms acceptable to us and our customers; |
| • | the volatility of digital asset prices and the regulatory treatment of our digital asset mining operations, and our ability to reallocate power and computing capacity between AI and digital asset mining uses; |
| • | our ability to obtain, retain and grow our customers; |
| • | our dependence on a reliable, cost-effective, and scalable supply of electricity for our AI data center, GPU compute, and digital asset mining operations, and regulatory or grid operator actions affecting large electricity loads; |
| • | our ability to enter into, sustain and renew strategic relationships on favorable terms; |
| • | our dependency on, and retention of, key personnel; |
| • | our ability to achieve and sustain profitability; |
| • | the impact of legislation and/or government regulation on our business and industry, including, without limitation, the regulatory treatment of data mining operations, the status of government subsidies, rebates and economic incentives that support the development and demand for our products and services within our electric vehicles segment and our ability to obtain required governmental authorizations for the sale and distribution of our drones; |
| • | our compliance with foreign laws and regulations related to the international expansion of our drone division; |
| • | ongoing and anticipated changes in the U.S. political environment and changes to regulatory agencies; |
| • | changes in trade policies and the imposition of tariffs and other trade barriers in the jurisdictions where we source our materials or sell our products; |
| • | our ability to evaluate and measure our current business and future prospects; |
| • | our ability to compete and succeed in highly competitive and evolving industries; |
| • | our ability to respond and adapt to changes in technology, including the rapid technological change in AI hardware that could render our GPU and data center infrastructure obsolete; |
| • | the cost and adequacy of insurance coverage and increases in the number or severity of insurance and claims expenses; |
| • | our ability to protect our intellectual property and to develop, maintain and enhance strong brands; |
| • | disruptions in our information technology systems, including, but not limited to, system failures, cyber-attacks, unauthorized physical or electronic access, or other natural or man-made incidents or disasters; and |
| • | our ability to maintain compliance with the listing requirements of the Nasdaq Stock Market LLC (“Nasdaq”) and the impact of any steps taken to maintain such compliance on our operations, stock price and future access to capital. |
You should read this Quarterly Report and the documents that we reference elsewhere in this Quarterly Report completely and with the understanding that our actual results may differ materially from what we expect as expressed or implied by our forward-looking statements. Forward-looking statements are subject to a number of known and unknown risks, uncertainties, assumptions and other important factors, including, but not limited to, those discussed in Part I, Item 2 (Management’s Discussion and Analysis of Financial Condition and Results of Operations) and in Part II, Item 1A (Risk Factors) of this Quarterly Report as well as in Part I, Item 1 (Business) and Item 1A (Risk Factors and Part II, Item 7 (Management's Discussion and Analysis of Financial Condition and Results of Operations) of our Annual Report on Form 10-K filed with the United States Securities and Exchange Commission (the "SEC") on April 13, 2026 (the "2025 Annual Report"). In light of the significant risks and uncertainties to which our forward-looking statements are subject, you should not place undue reliance on such forward-looking statements or regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified timeframe, or at all. These forward-looking statements represent our estimates and assumptions only as of the date of this Quarterly Report regardless of the time of delivery of this Quarterly Report. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this Quarterly Report.
Unless expressly indicated or the context requires otherwise, references in this Quarterly Report to “Azio AI,” the “Company,” “we,” “our,” and “us” refer to Azio AI Holdings, Inc., a Delaware corporation, and our consolidated subsidiaries, unless the context indicates otherwise.
