In evaluating our company and our business, you should carefully consider the risks and uncertainties described in Part I, Item 1A, “Risk Factors” in our most recent Annual Report on Form 10-K together with updates to those risk factors or new risk factors contained in this Quarterly Report on Form 10-Q below and any other information in this Quarterly Report on Form 10-Q, including our condensed consolidated financial statements and the related notes and in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may have a material adverse effect on our business, reputation, revenue, financial condition, results of operations and future prospects, in which case the market price of our common stock could decline. Unless otherwise indicated, reference in this section and elsewhere in this Quarterly Report on Form 10-Q to our business being adversely affected, negatively impacted or harmed will include an adverse effect on, or a negative impact or harm to, our business, reputation, financial condition, results of operations, revenue and our future prospects. The material and other risks and uncertainties included in our Annual Report on Form 10-K, summarized above in this Quarterly Report on Form 10-Q and described below are not intended to be exhaustive and are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. This Quarterly Report on Form 10-Q also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of a number of factors, including the risks described below. Certain statements in the Risk Factors below are forward-looking statements. See the section titled “Cautionary Statement Regarding Forward-Looking Statements.” Our business is subject to numerous risks and uncertainties, which illuminate challenges that we face in connection with the successful implementation of our strategy and the growth of our business. Our business, prospects, financial condition or operating results could be harmed by any of these risks, as well as other risks not currently known to us or that we currently consider immaterial. There have been no material changes to the risk factors identified in our most recent Annual Report on Form 10-K, other than as set forth below. If we are unable to complete the PIPE Transaction, we may not have sufficient resources to repay our Senior Notes upon their maturity in October 2026, which could materially and adversely affect our financial condition and our ability to continue as a going concern. On July 19, 2026, we entered into subscription agreements for the PIPE Transaction, which is expected to provide us with aggregate gross proceeds of approximately $39.4 million. Subject to closing of the PIPE Transaction, we intend to use the net proceeds from the PIPE Transaction to redeem the remaining approximately $33.1 million in aggregate principal amount of our outstanding Senior Notes, with any remaining net proceeds to be used for general corporate purposes, including funding the predevelopment of our operations located in Dresden, New York and Columbus, Mississippi. The PIPE Transaction has not closed, and we have not received any proceeds from the PIPE Transaction. The closing of the PIPE Transaction is subject to the satisfaction or waiver of a number of conditions, including Nasdaq listing approval for the PIPE Shares, MIG Conversion Shares and MIG Warrant Shares, execution and delivery of the investor rights agreements and other ancillary agreements, delivery of the security agreements, subsidiary guaranties and other collateral documents relating to the MIG Convertible Note, and our receipt of aggregate gross proceeds of not less than $30.0 million. In addition, although our stockholders holding a majority of the voting power of our then-outstanding capital stock approved the PIPE Issuance on July 19, 2026, such approval will not become effective until at least 20 calendar days after our Definitive Information Statement on Schedule 14C is first sent or given to our stockholders after 46 we file it with the SEC. Certain of these conditions are outside our control, and we cannot assure you that they will be satisfied or waived in a timely manner or at all. Each subscription agreement may be terminated prior to closing by mutual written consent of the respective parties thereto, in certain circumstances involving an uncured material breach as provided therein, or if the PIPE Transaction has not closed by October 10, 2026, subject to certain exceptions. The Senior Notes mature on October 31, 2026. Accordingly, if the PIPE Transaction is not completed by October 10, 2026, or is otherwise materially delayed, we would have limited time to obtain alternative financing, negotiate an extension or restructuring of the Senior Notes, dispose of assets or pursue other alternatives before the Senior Notes become due. Our existing liquidity and projected operating cash flows may not be sufficient to repay the Senior Notes at maturity. There can be no assurance that alternative financing or restructuring transactions would be available when needed or on terms acceptable to us. Any alternative financing could involve the issuance of additional equity or equity-linked securities on highly dilutive terms, the incurrence of additional secured indebtedness, the sale of material assets or other terms unfavorable to us and our stockholders. If we are unable to complete the PIPE Transaction or otherwise obtain sufficient financing or take other actions to satisfy the Senior Notes when due, we could default on our obligations, be required to pursue a restructuring or seek protection under applicable bankruptcy laws. Any such event could materially and adversely affect our business, financial condition, results of operations, prospects and the value of our securities. If completed, the PIPE Transaction would result in substantial dilution to our existing stockholders and would provide certain investors with significant governance and other rights that may influence the management and strategic direction of the Company. Upon the closing of the PIPE Transaction, we will issue to the PIPE Investors an aggregate of 17,146,190 PIPE Shares. We will also issue to MIG the $10.0 million MIG Convertible Note that will be convertible, following receipt of required regulatory approvals pursuant to the MIG subscription agreement, into shares of our Class A common stock at an initial conversion price of $2.1375 per share, and the MIG Warrant to purchase 1,754,386 shares of Class A common stock at an initial exercise price of $1.71 per share. Because interest under the MIG Convertible Note will be paid in kind and added to its outstanding principal amount of the MIG Convertible Note, the number of shares issuable upon conversion will increase over time. The issuance of the PIPE Shares and any shares issued upon conversion of the MIG Convertible Note, exercise of the MIG Warrant or pursuant to other certain sponsor incentive arrangements contemplated by the investor rights agreements to be entered into in connection with the closing of the PIPE Transaction will substantially dilute the voting power and economic interests of our existing stockholders. Based on 15,400,548 shares of Class A common stock outstanding as of July 17, 2026, which was the record date established by our Board for purposes of stockholder approval of the issuance of the PIPE Securities, the issuance of the 17,146,190 PIPE Shares would increase the number of outstanding shares of Class A common stock by approximately 111%. In addition, we may issue 4,678,362 additional shares of Class A common stock upon conversion of the $10.0 million principal amount of the MIG Convertible Note at the initial conversion price of $2.1375 per share (subject to increase as a result of PIK interest and adjustment as provided therein) and 1,754,386 additional shares of Class A common stock upon exercise of the MIG Warrant, subject to certain conditions on conversion or exercise as provided therein. On a pro forma basis after giving effect to the issuance of the PIPE Shares, the MIG Conversion Shares, the MIG Warrant Shares and the anticipated conversion of our outstanding Class B common stock (which is expected to occur on September 14, 2026), MIG would beneficially own approximately 22.4% of our outstanding Class A common stock and would have the greatest voting power among our stockholders. In addition, upon the closing of the PIPE Transaction, we have agreed to reconstitute our Board such that it will consist of ten directors, consisting of four directors nominated by Atlas Holdco, two independent directors identified by MIG, one independent director identified by Atlas Holdco, our Chief Executive Officer and two independent directors identified by us, one of whom, subject to the terms of the Conversant subscription agreement, will be nominated by Conversant. On the date the regulatory approvals required by the MIG subscription agreement have been obtained, we have agreed to further reconstitute our Board such that it will consist of eight directors, consisting of one director nominated by MIG, one director nominated by Atlas Holdco, our Chief Executive Officer, two independent directors identified by MIG, one independent director identified by Atlas Holdco and two independent directors identified by us, one of whom, subject to the terms and conditions of the Conversant subscription agreement, will be nominated by Conversant. MIG, Atlas and Conversant will thereafter have continuing Board nomination rights subject to specified ownership thresholds and other conditions. MIG and Atlas will also have non-voting Board observer rights and, subject to applicable ownership thresholds, the right to designate one member each to a two-member Capital Committee of the Board. The PIPE Investors will also receive pro rata participation rights in certain future issuances and certain registration rights. In addition, MIG and Atlas will have the right to receive certain project-level acquisition fees and/or promote incentives, 47 which may be paid in cash or shares of our Class A common stock, in connection with services relating to identifying potential powered land acquisition opportunities and prospective tenants. Although any such arrangements must be on arm’s-length terms, consistent with market practice and approved by a majority of our independent and disinterested directors and, where applicable, our Audit Committee, they may create actual or perceived conflicts of interest. The interests of these investors may differ from or conflict with the interests of our other stockholders. Their influence could affect, among other matters, the composition of our Board, financings, acquisitions, dispositions, investments and other strategic transactions. Their contractual participation and similar rights could also affect our ability to raise capital from other investors or the terms on which additional capital may be available. In addition, the registration rights granted in connection with the PIPE Transaction may facilitate future resales of a substantial number of shares of our Class A common stock. Actual or anticipated sales of these shares, or the perception that substantial sales may occur, could adversely affect the market price of our Class A common stock and our ability to raise additional equity capital. If the PIPE Transaction is completed, the MIG Convertible Note to be issued at closing will impose significant obligations and restrictions on us, and a failure to obtain required regulatory approvals could require us to redeem the MIG Convertible Note at a substantial premium. At the closing of the PIPE Transaction, we will issue to MIG the MIG Convertible Note in the principal amount of $10.0 million. The MIG Convertible Note will accrue interest on its accreted principal amount, as increased from time to time by any capitalized PIK interest, at a rate of 10.0% per annum, payable in kind monthly by being added to its accreted principal amount, with such increased principal amount thereafter accruing additional interest on a compounded basis. Upon the occurrence and continuation of an event of default, the interest rate will automatically increase to 15.0% per annum. The MIG Convertible Note will mature on the third anniversary of its issuance, unless earlier converted, redeemed, repurchased or accelerated in accordance with its terms. The MIG Convertible Note will be secured by a first-priority lien on the collateral pledged pursuant to a security agreement and other related security documents to be entered into in connection with the closing of the PIPE Transaction. The collateral initially will consist of all cryptocurrency mining equipment and related components owned by us and certain of our wholly owned subsidiaries, owned at the closing of the PIPE Transaction or thereafter acquired, including as of the date hereof, approximately 6,258 miners located at our facilities in Dresden, New York and Underwood, North Dakota, together with all proceeds, replacements, rents, profits and products thereof (excluding cryptocurrency mined by or on behalf of us and certain of our wholly owned subsidiaries). In addition, the obligations under the MIG Convertible Note are expected to be secured pursuant to a pledge agreement and a deed of trust with respect to our powered land located in Columbus, Mississippi, each to be executed and delivered at or after the closing of the PIPE Transaction as contemplated by the applicable transaction documents. If we default under the MIG Convertible Note, MIG could exercise remedies against this collateral, which could result in holders of our unsecured indebtedness or our equity securities recovering little or none of their investment. If the required regulatory approvals under the MIG subscription agreement are not obtained on or before March 31, 2027, we will be required to redeem the MIG Convertible Note on March 31, 2027 at a price equal to 130% of its then-accreted principal amount, including any accrued and unpaid interest that will have been added to principal, plus all accrued and unpaid interest thereon through, but excluding, the redemption date. We may not have sufficient liquidity to satisfy this redemption obligation when due. The requirement to fund such a redemption could materially and adversely affect our liquidity, require us to obtain additional financing on unfavorable terms, cause us to delay or abandon strategic initiatives or result in a default under the MIG Convertible Note. While any portion of the MIG Convertible Note remains outstanding, we and our subsidiaries will be subject to negative covenants restricting, among other things, the incurrence of additional indebtedness, the granting of additional liens on the collateral, the issuance of securities or indebtedness senior to the MIG Convertible Note, transfers or dispositions of collateral or ownership interests in subsidiaries that own collateral and material changes in the nature of our business. In addition, until the Regulatory Approvals are obtained, we generally will be prohibited from issuing or agreeing to issue equity or equity-linked securities without MIG’s prior written consent and will be required to maintain minimum liquidity of at least $10.0 million, calculated based on unrestricted and unencumbered cash, cash equivalents and bitcoin. These restrictions could materially limit our financial and operational flexibility, including our ability to obtain additional financing, make investments or respond to changing business conditions. An active trading market for our 10.00% Senior Notes due 2030 (the “New Notes”) may not develop or be sustained, which could limit the market price of the New Notes or noteholders’ ability to sell them. 48 The aggregate principal amount of the New Notes outstanding as of the date of this report is $3.7 million. As previously disclosed, we sought to list the New Notes for trading on the OTC Markets platform and submitted an application to the Financial Industry Regulatory Authority (“FINRA”) for such purpose. FINRA subsequently denied our symbol request based on considerations relating to trade reporting and market structure applicable to the New Notes. As of the filing date of this report, we continue to evaluate alternative pathways to facilitate trading of the New Notes; however, we cannot provide any assurance that the New Notes will become eligible for trading on any market or quotation system, that an active trading market for the New Notes will develop or be sustained, or that holders will be able to sell their New Notes at desired times or prices, or at all. Even if a trading market develops, the New Notes may trade at a discount from their initial offering price depending on a number of factors, including prevailing interest rates, the market for similar securities, our credit ratings, general economic conditions, our financial condition, performance and prospects and other factors. Accordingly, we cannot make any assurances that a liquid trading market for the New Notes will be sustained, that noteholders will be able to sell their New Notes at a particular time or that the price they receive when they sell will be favorable. To the extent an active trading market is not sustained, the liquidity and trading price for the New Notes may be harmed. Accordingly, noteholders may be required to bear the financial risk of an investment in the New Notes for an indefinite period of time. In addition, there may be a limited number of buyers when noteholders decide to sell their New Notes. This may affect the price, if any, offered for noteholders’ New Notes or their ability to sell their New Notes when desired or at all. Declines in hashprice, the aging and obsolescence of the mining fleet underlying our hosting arrangements, our dependence on counterparties for equipment replacement and disputes under our hosting arrangements have materially reduced, and may continue to reduce, our hosting revenues. Our hosting revenues are dependent, in part, on the performance and economics of the mining equipment operated by our hosting counterparties. Recent declines in hashprice have negatively impacted the profitability of bitcoin mining operations, which has reduced the economic returns generated by the hosted mining fleet and, correspondingly, the revenues we receive under our hosting arrangements. In addition, the mining fleet deployed at our facilities in connection with our hosting arrangements consists primarily of older-generation mining equipment, which is less efficient and less competitive relative to newer-generation machines, particularly during periods of lower hashprice or increased network difficulty. As a result, such equipment may generate reduced output, be curtailed, or become operationally defunct. Certain mining equipment within the hosted fleet has become operationally defunct due to age and wear and, to date, portions of such equipment have not been replaced, resulting in reduced operating hash rate at our facilities. We are dependent on our hosting counterparties to repair or replace such equipment, and there can be no assurance that such counterparties will do so on a timely basis or at all. In addition, disputes may arise under our hosting arrangements regarding the interpretation of contractual provisions or the calculation, payment or allocation of revenues, costs or other amounts, including during periods in which hosted mining equipment is curtailed due to unprofitability. For example, on May 1, 2026, NY 1 Mining filed a demand for arbitration with the American Arbitration Association against Greenidge South Carolina relating to the interpretation of the NYDIG Hosting Agreement and a related order, including whether Greenidge South Carolina is required to pay NY 1 Mining a percentage of net profits from the sale of excess energy generated at the New York Facility during periods in which NY 1 Mining’s bitcoin mining machines were curtailed for unprofitability. See Note 10, “Commitments and Contingencies—Legal Matters.” If hashprice remains depressed, network difficulty continues to increase, the hosted fleet continues to age or becomes increasingly inoperable, disputes under our hosting arrangements increase, or replacement of such equipment is delayed or does not occur, our hosting revenues could continue to decline, which could have a material adverse effect on our business, financial condition and results of operations. Our Class A common stock has recently been subject to Nasdaq delisting proceedings. While we have previously regained compliance with certain Nasdaq listing requirements, there can be no assurance that we will regain or maintain compliance with Nasdaq’s continued listing requirements or that our Class A common stock will not be subject to delisting proceedings in the future. The delisting of our shares could negatively affect us and the price and liquidity of our Class A common stock. Our ability to maintain the listing of our Class A common stock on Nasdaq depends on our continued compliance with certain Nasdaq listing requirements, including requirements relating to market value of publicly held shares, minimum bid price, corporate governance, audit committee composition and other matters. Compliance with these requirements may be affected by factors outside of our control, including market conditions and the trading price of our Class A common stock. 49 We have previously received notices from the Nasdaq Listing Qualifications Department regarding noncompliance with certain continued listing requirements and have subsequently regained compliance. Following the resignation of Kenneth Fearn from our Board and Audit Committee, effective April 15, 2026, we notified Nasdaq that we were no longer in compliance with Nasdaq Listing Rule 5605(c)(2)(A), which requires the Audit Committee to consist of at least three independent directors. On April 29, 2026, we received a notice from Nasdaq confirming such noncompliance. We are currently relying on the cure period provided under Nasdaq Listing Rule 5605(c)(4)(B), pursuant to which we are required to regain compliance with Nasdaq Listing Rule 5605(c)(2)(A) no later than October 12, 2026. We expect to cease to qualify as a controlled company on September 14, 2026, as a result of the automatic conversion of all outstanding shares of our Class B common stock into shares of our Class A common stock. Upon ceasing to qualify as a controlled company, we will be required to comply with the audit committee requirements of Nasdaq Listing Rule 5605(c), including the requirement to have at least three independent audit committee members satisfying Rule 5605(c)(2)(A), without the benefit of any phase-in period under Rule 5615(c)(3). Accordingly, we intend to achieve compliance with the applicable audit committee independence and composition requirements on or prior to September 14, 2026, in advance of the expiration of the cure period. We are actively engaged in identifying and evaluating qualified independent director candidates to serve on our Audit Committee. There can be no assurance that we will be able to satisfy the applicable audit committee requirements by September 14, 2026 or otherwise within the applicable cure period. If we fail to regain compliance with Nasdaq’s audit committee requirements within the applicable cure period, or if we otherwise fail to maintain compliance with Nasdaq’s continued listing requirements, Nasdaq may initiate delisting proceedings with respect to our Class A common stock. If Nasdaq delists our Class A common stock from trading on its exchange and we are not able to list our Class A common stock on another national securities exchange, we expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including, among other things: decreasing availability of market quotations for our Class A common stock; a determination that our Class A common stock is a “penny stock,” which would require brokers trading in our Class A common stock to adhere to more stringent rules and could result in a reduced level of trading activity in the secondary trading market for our securities; reduced liquidity and market price of our Class A common stock; a reduced number of investors willing to hold or acquire our Class A common stock, which could negatively impact our ability to raise equity financing; limitations on our ability to issue additional securities or obtain additional financing in the future; decreased news and analyst coverage of us; and reputational harm with investors, employees and parties conducting business with us. We currently qualify as a “controlled company” under Nasdaq listing rules, but we expect to lose that status on September 14, 2026, which will subject us to additional corporate governance requirements that we may not be able to satisfy within the applicable transition periods. So long as more than 50% of the voting power for the election of our directors is held by an individual, a group or another company, we qualify as a “controlled company” within the meaning of Nasdaq’s corporate governance standards. As of August 12, 2026, Atlas and its affiliates controlled approximately 65.8% of the voting power of our outstanding capital stock. As a controlled company, we are eligible to rely on exemptions from requirements that would otherwise require us to have: (i) a majority of independent directors; (ii) compensation of our executive officers determined by a majority of the independent directors or a compensation committee comprised solely of independent directors; and (iii) director nominees selected or recommended for our Board either by a majority of the independent directors or a nominating committee comprised solely of independent directors. To the extent we rely on these exemptions, our stockholders will not receive the same corporate governance protections available to stockholders of companies subject to all of Nasdaq’s governance requirements. Upon the automatic conversion of all outstanding shares of Class B common stock into shares of Class A common stock, which is expected to occur on September 14, 2026, the additional voting power attributable to the Class B common stock will be eliminated. As a result of such conversion, we expect that no individual, group or other entity will hold more than 50% of the voting power of our outstanding common stock for purposes of electing directors. Accordingly, upon such conversion, we expect to cease to qualify as a controlled company under Nasdaq rules, regardless of whether the PIPE Transaction is completed. Upon ceasing to be a controlled company, we will no longer be eligible to rely on the exemptions from certain Nasdaq corporate governance requirements available to controlled companies. Nasdaq rules permit a company that ceases to be 50 a controlled company to phase in compliance with certain of these requirements over specified transition periods. Specifically, we will be required to have at least one independent member on each of our compensation and nominating and corporate governance committees at the time we cease to be a controlled company, a majority of independent members on each such committee within 90 days thereafter and all independent members on each such committee within one year thereafter. In addition, we will be required to have a majority-independent Board within 12 months after ceasing to be a controlled company. Nasdaq rules do not provide a phase-in period for the applicable audit committee requirements, which we will be required to satisfy upon ceasing to be a controlled company. If we fail to comply with these corporate governance requirements within the applicable transition or cure periods, our Class A common stock could become subject to Nasdaq deficiency notices or delisting proceedings, which could adversely affect the trading price and liquidity of our Class A common stock and result in reputational harm. If the PIPE Transaction is completed, even after we cease to qualify as a controlled company, Atlas Holdco, MIG and Conversant will have contractual rights relating to the composition of our Board, and Atlas Holdco and MIG will also have Board observer and other governance rights. The exercise of these rights may enable those investors to exert significant influence over our management and strategic direction, and their interests may differ from the interests of our other stockholders.