QumulusAI, Inc.

As used in this report, references to “QumulusAI,” the “Company,” “we,” “our” or “us,” unless the context otherwise requires, refer to QumulusAI, Inc. and its subsidiaries, all of which are consolidated in the Company’s condensed consolidated financial statements.

All trademarks, trade names or service marks referred to in this report are the property of their respective owners.

Cautionary Note Regarding Forward-Looking Statements

This quarterly report on Form 10-Q contains not only historical information, but also forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are subject to the safe harbor created by those sections. In addition, the Company or others on the Company’s behalf may make forward-looking statements from time to time in oral presentations, including telephone conferences and/or web casts open to the public, in press releases or reports, on the Company’s website, or otherwise. All statements other than statements of historical facts included in this report or expressed by the Company orally from time to time that address activities, events, or developments that the Company expects, believes, or anticipates will or may occur in the future are forward-looking statements, including, in particular, the statements about the Company’s plans, objectives, strategies, and prospects regarding, among other things, the Company’s financial condition, results of operations, business strategy, and short-term and long-term business operations and objectives. The Company has identified some of these forward-looking statements in this report with words like “believe,” “may,” “will,” “potentially,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “project,” “target,” “plan,” “expect,” or the negative of these words or other words and terms of similar meaning. The use of future dates is also an indication of a forward-looking statement. Forward-looking statements may be contained in the notes to the Company’s condensed consolidated financial statements and elsewhere in this report, including under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Forward-looking statements are based on current expectations about future events affecting the Company and are subject to uncertainties and factors that affect all businesses operating within the Company’s market as well as matters specific to the Company. These uncertainties and factors are difficult to predict, and many of them are beyond the Company’s control. The following are some of the uncertainties and factors known to us that could cause the Company’s actual results to differ materially from what the Company has anticipated in its forward-looking statements:

•The Company’s recent growth may not be indicative of its future growth.

•The Company has a limited number of suppliers for significant components of the equipment it uses to build and operate its platform and provide its solutions and services.

•The Company may be unable to access sufficient power or may face increased costs to procure power, prolonged power outages, shortages, or capacity constraints.

•The Company’s data center facilities may experience damage, interruption, or a security breach.

•Growth in the Company’s graphics processing unit ("GPU")-as-a-service business is dependent on the availability of data center capacity, and failure to secure suitable facilities could adversely affect its business and results of operations.

•The Company’s blockchain mining operations expose it to risks that could materially adversely affect its business, operating results, financial condition, and future prospects.

•A substantial portion of the Company’s hosting revenue is driven by a limited number of customers.

•A substantial portion of the Company’s current GPU-as-a-Service revenue is generated through a single channel partner, which the Company may be unable to retain.

•The Company may not realize the aggregate contracted fees of the customer contracts it has entered into, including as a result of termination or amendment, which could have a material adverse impact on its business, financial condition and results of operations.

•The Company may fail to efficiently enhance its 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.

•The Company may be unable to obtain additional capital to fund its business and support its growth.

•The Company’s operating results may fluctuate significantly.

•The Company faces intense competition and could lose market share to its competitors.

•There may be a network or data security incident against the Company, or its third-party providers.

•The Company has a history of generating losses and may not be able to achieve profitability.

•The Company makes substantial investments in its technology and infrastructure, which may be unsuccessful.

•The Company’s platform may encounter performance problems.

•There may be a failure of the Company’s information technology systems or those of one or more of its information technology service providers, business partners, vendors, suppliers, or other third-party service providers.

•The Company has a limited operating history at its current scale.

•The Company relies on its management team and other key employees.

•The Company relies on the ability to obtain, maintain, protect, and enforce its intellectual property rights.

•The Company is subject to laws, regulations, and industry requirements related to data privacy, data protection and information security, and user protection across different markets where the Company conducts its business, and such laws, regulations, and industry requirements are constantly evolving and changing.

•The Company may be unable to continue as a going concern.

•The Company will incur significant increased costs and management resources as a result of operating as a public company.

•The Company has a substantial amount of indebtedness.

•The Company’s USD.AI financing arrangement may not provide any future funding, remains subject to various approvals and documentation, and may leave the Company unable to access financing when needed on favorable terms or at all.

•The market price of the Company’s shares of common stock may be volatile.

For more information regarding these and other uncertainties and factors that could cause the Company’s actual results to differ materially from what the Company has anticipated in its forward-looking statements or otherwise could materially adversely affect its business, financial condition or results of operations, see the disclosure under “Risk Factors” in the Company’s Registration Statement on Form S-1, as amended (File No. 333-292514), as updated by Part II, Item 1A of this report.

All forward-looking statements included in this report are expressly qualified in their entirety by the foregoing cautionary statements. The Company wishes to caution readers not to place undue reliance on any forward-looking statement that speaks only as of the date made and to recognize that forward-looking statements are predictions of future results, which may not occur as anticipated. Actual results could differ materially from those anticipated in the forward-looking statements and from historical results due to the uncertainties and factors described above and others that the Company may consider immaterial or does not anticipate at this time. Although the Company believes that the expectations reflected in its forward-looking statements are reasonable, the Company does not know whether its expectations will prove correct. The Company’s expectations reflected in its forward-looking statements can be affected by inaccurate assumptions the Company might make or by known or unknown uncertainties and factors, including those described above. The risks and uncertainties described above are not exclusive, and further information concerning the Company and its business, including factors that potentially could materially affect its financial results or condition, may emerge from time to time.

The Company assumes no obligation to update, amend, or clarify forward-looking statements to reflect actual results or changes in factors or assumptions affecting such forward-looking statements. The Company advises you, however, to consult any further disclosures the Company makes on related subjects in its annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K that the Company files with or furnishes to the SEC.