DarkHorse Technologies Inc.

In addition to the other information set forth in this report, you should carefully consider the factors discussed under the caption “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025, and in Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, together with the cautionary statement regarding forward-looking statements included elsewhere in this report. Except as set forth below, there have been no material changes to the risk factors disclosed in those reports. These risks and uncertainties are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently consider immaterial may also impair our business operations. If any of the risks occur, our business and financial results could be harmed and the trading price of our common shares could decline.

Changes in political and geopolitical conditions may be difficult to predict and may adversely affect our business, prospects, operations and financial performance. For example, changes in political and geopolitical conditions may lead to changes in governmental policies, laws and regulations, including with respect to sanctions, taxes, tariffs, surtaxes and other similar import or export duties, import and export controls or restrictions, tariff rate quotas, and the general movement of goods, materials, services and capital, or may lead to uncertainty as to the potential for such changes. Our data centers are located in the United States. In the past, we and our hosting customers have sourced miners and certain other hardware and equipment from suppliers that have previously had, and may continue to have, operations in China and Southeast Asian countries and the servers, graphics processing units, electrical and cooling equipment and other hardware that we expect to require to develop our sites for HPC and AI infrastructure workloads are largely manufactured outside the United States or contain foreign-sourced components. Accordingly, our business, prospects, operations and financial condition may be significantly impacted by such changes in political and geopolitical conditions, and in particular by changes in international trade policies, including the imposition of tariffs, surcharges and other similar import or export duties, or trade restrictions including tariff rate quotas, as well as by uncertainty with respect to the potential for such changes.

In particular, beginning in 2025, the United States imposed new tariffs on imports from substantially all countries, including countries from which we and our hosting customers have historically sourced miners and other hardware and equipment. In February 2026, the U.S. Supreme Court held that the International Emergency Economic Powers Act does not authorize the imposition of tariffs, and the tariffs imposed under that statute were terminated. The United States subsequently imposed a temporary global tariff under Section 122 of the Trade Act of 1974, which expired in July 2026, and tariffs imposed under other authorities, including Section 232 of the Trade Expansion Act of 1962 (which currently apply to, among other things, steel, aluminum, copper and their derivative products and certain semiconductors) and Section 301 of the Trade Act of 1974, remain in effect. The U.S. government has also initiated additional Section 232 and Section 301 investigations that could result in new tariffs. As a result, tariff rates are continuing to evolve; however, we expect such tariffs as currently in effect or as currently proposed, as applicable, will likely result in higher costs to acquire data center, power and computing equipment and other hardware shipped after the effectiveness of applicable tariffs. While we may revisit our procurement strategy to attempt to mitigate the impact of such tariffs on our business, including by sourcing hardware and equipment from countries subject to lower tariffs, there can be no assurance that any such efforts will be effective. It is also possible that such tariffs and other trade restrictions could limit the availability of data center, power and computing equipment and other hardware, increase the costs to our hosting customers of acquiring and deploying equipment at our sites, disrupt our operations, or adversely impact our growth plans. In addition, certain foreign countries have changed, and others may in the future change, their trade policies in response to changes in U.S. tariff policies, including by imposing reciprocal or retaliatory tariffs, surcharges or other similar import or export duties, and trade restrictions including tariff rate quotas, which may in turn escalate and result in a “trade war” or worsen an existing “trade war”. Any escalated trade war could have a significant adverse effect on world trade and the world economy.

Further, the U.S. Customs and Border Protection (the “CBP”) or other governmental agencies can dispute the origin of any imports into the U.S., which could in turn result in the imposition of higher tariffs than we previously paid or anticipated with respect to such hardware and equipment. Any such additional tariffs could be material and could materially impact our business, prospects, operations and financial performance. See “—An adverse outcome in our dispute with the CBP regarding the country of origin of certain imported Bitcoin miners could result in material additional tariff liability” below.

These shifts in trade policies in the United States and other countries are rapidly evolving and difficult to predict. The ultimate impact of any announced or future tariffs, surtaxes, or other similar import or export duties, and trade restrictions will depend on various factors, including what is ultimately implemented, the timing of implementation and the amount, scope and nature of such measures and potential exclusions from the application of those measures. The potential implications of such uncertainty, which include trade barriers, exchange rate fluctuations, rising costs for data center, power and computing equipment and other hardware and broader market contractions, could adversely affect our business, prospects, operations and financial performance.

An adverse outcome in our dispute with the CBP regarding the country of origin of certain imported Bitcoin miners could result in material additional tariff liability.

On August 18, 2026, we received a notice from the CBP asserting Chinese origin supplemental import tariffs on certain Bitcoin miners purchased in 2022 by a subsidiary acquired in the Combination. The subsidiary received documentation during importation from the seller validating the non-Chinese origin. The documentation included both a certificate of origin and certificate of manufacture certifying the non-Chinese origin of the miners. In the event that the CBP were to successfully prevail in its allegations of Chinese origin and assert import duties for Chinese origin to this batch of Bitcoin miners, our total tariff liability in respect of these previously purchased miners could be up to $2.3 million, including statutory interest. We believe the CBP allegation of Chinese origin on the imported miners to be without merit and intend to defend against these charges vigorously. In September 2026, we filed a protest with the CBP, and we have not recorded a liability for this matter. If we are unsuccessful, we would owe additional tariffs with respect to the import of such miners, which could be material and could materially impact our business, prospects, operations, financial performance, and liquidity.