Datacentrex, Inc.

Risk factors that affect our business and financial results are discussed in Part I, Item 1A “Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2025 as filed with the SEC on April 13, 2026 (“Annual Report”), as subsequently updated, amended or superseded by our other filings made with the SEC. Except as otherwise set forth herein, there have been no material changes in our risk factors from those previously disclosed in our Annual Report and other filings made with the SEC. You should carefully consider the risks in our filings with the SEC which could materially affect our business, financial condition or future results. The risks in our SEC filings are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and/or operating results. If any of the risks actually occur, our business, financial condition, and/or results of operations could be negatively affected.

Our Class A Common Units of ELNG Equity LLC are illiquid and subject to transfer restrictions, which may limit our ability to sell them to fund our business operations and expenses.

On August 28, 2026, we acquired 23,076,923 Class A Common Units of ELNG for an aggregate purchase price of approximately $30,000,000. The Class A Common Units are not publicly traded and have not been registered under the Securities Act of 1933, as amended, or applicable state securities laws. The Common Unit Purchase Agreement governing our acquisition also restricts transfers of the Class A Common Units, including by requiring that transfers comply with applicable law and ELNG’s operating agreement.

We may need to sell these investments to fund our business operations and expenses or meet other obligations. However, the lack of a public trading market and applicable transfer restrictions may limit our ability to sell the Class A Common Units when needed or on favorable terms. There can be no assurance that we would be able to sell the Class A Common Units at their carrying value or at all, and a sale could require us to accept a significantly lower price and incur substantial transaction costs. Any inability to sell investments in a timely manner, or any sale at a substantial loss, could impair our ability to fund our business operations and meet our obligations and adversely affect our liquidity, financial condition and results of operations.

If we are deemed to be an investment company under the Investment Company Act, including as a result of our holdings of ELNG’s Class A Common Units, we may be subject to burdensome compliance requirements and restrictions on our activities that could adversely affect our business.

If we are deemed to be an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and cannot qualify for an applicable exclusion or exemption, our activities may be restricted, including:

Among other things, the Investment Company Act generally defines an investment company to include an issuer that is engaged primarily in the business of investing, reinvesting or trading in securities, or that is engaged or proposes to engage in the business of investing, reinvesting, owning, holding or trading in securities and owns or proposes to acquire “investment securities” having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis, unless an applicable exclusion or exemption is available. Our primary business is that of a digital infrastructure and capital deployment company that owns and operates PoW compute assets. However, our ownership of the Class A Common Units of ELNG could create a risk that we will be deemed an investment company under the Investment Company Act.