QumulusAI, Inc.

As a smaller reporting company, the Company is not required to provide the information called for by this Item. However, the Company hereby discloses the following new and updated risk factors:

Growth in our GPU-as-a-service business is dependent on the availability of data center capacity, and failure to secure suitable facilities could adversely affect our business and results of operations.

Growth in our GPU-as-a-service business is dependent on the availability of data center capacity to house the GPU compute and on the timelines to develop, enhance, or expand that capacity. Constraints or delays in either our or our partners’ ability to secure, construct, power, or commission suitable facilities could limit our ability to deploy GPUs, meet customer demand, and grow revenue, which could adversely affect our business and results of operations.

Many of the leases we have entered into for data centers have multi-year terms and fixed capacity. If we do not accurately anticipate the data center capacity required by our customers, including if they use less or more of our infrastructure than expected, we would incur additional costs due to leasing more capacity than is used and paid for by our customers or, alternatively, in seeking additional data center capacity to fulfill unexpected demand on terms that may not be economically reasonable or acceptable to us, if we are able to lease additional capacity at all. We may also need to seek additional data center capacity in the event any leases with third parties are terminated or not renewed, which we may be unable to do on reasonable terms or at all.

We may not realize the aggregate contracted fees of the customer contracts we have entered into, including as a result of termination or amendment, which could have a material adverse impact on our business, financial condition and results of operations.

The aggregate contracted fees of our customer contracts reflect paid and unpaid amounts. We may not realize all of the revenue that may be generated pursuant to the terms of our customer contracts. In addition, there can be no assurance that the aggregate contracted fees of our customer contracts will result in actual revenue in any particular period. The actual receipt of revenue from our customer contracts may never occur or may be delayed for a variety of reasons including, but not limited to, early termination of the customer contract or amendment of the customer contract to reduce, modify, or delay the scope of the arrangement. Our inability to replace canceled or reduced arrangements could have a material adverse impact on our business, financial condition and results of operations.