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Zone Frontier Inc.

Zone Frontier Inc. is an American specialty cleaning company based in Omaha, incorporated in Nevada.1

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Last updated Oct 21, 2026.

Overview

$3.4MRevenue, fiscal 20262
-$174.2MNet income, fiscal 20262

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  • TickerZONE on NYSE1
  • IndustrySpecialty Cleaning, Polishing and Sanitation Preparations1
  • HeadquartersOmaha, Nebraska1
  • Incorporated inNV3
  • Business address5920 South 118Th Circle, Suite 2, Omaha, Ne 681373
  • Filer category, Emerging growth company3
  • Legal formCorporation

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July 20, 2026, substantially all Dogecoin assets were sold. The proceeds will be used to fund the Company’s AI strategy.5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2026

37.8%Gross margin2
-1702.0%Operating margin2
-5112.7%Net margin2
64.3%Revenue growth, 20262
-338.1%Return on equity2
-$18.2MFree cash flow2

Where the money goes

Where each dollar of revenue went, fiscal 2026

  • Cost of revenue62¢$2.1M
  • Other costs38¢$1.3M

Out of $3.4M in revenue.2 The company lost money this year.

Financial statements

Revenue62$3.4M in 2026+112% since 2024
0$1.0M$2.0M$3.0M$4.0M2024: $1.6M$1.6M20242025: $2.1M$2.1M2025+29%2026: $3.4M$3.4M2026+64%
Gross profit62$1.3M in 2026+62% since 2024
0$500.0K$1.0M$1.5M2024: $795.8K$795.8K20242025: $986.5K$986.5K2025+24%2026: $1.3M$1.3M2026+31%
Operating income62-$58.0M in 2026+2878% since 2024
-$60.0M-$40.0M-$20.0M02024: -$1.9M-$1.9M20242025: -$6.4M-$6.4M2025+228%2026: -$58.0M-$58.0M2026+808%
Net income62-$174.2M in 2026+7533% since 2024
-$200.0M-$150.0M-$100.0M-$50.0M02024: -$2.3M-$2.3M20242025: -$6.7M-$6.7M2025+195%2026: -$174.2M-$174.2M2026+2483%
Fiscal year20222023202420252026
Revenue$1.6M6$2.1M2$3.4M2
Cost of revenue$809.2K6$1.1M2$2.1M2
Gross profit$795.8K6$986.5K2$1.3M2
Operating expenses$7.4M2$59.3M2
Operating income-$1.9M6-$6.4M2-$58.0M2
Net income-$2.3M6-$6.7M2-$174.2M2

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Corporate structure

Zone Frontier Inc. sits at the top of its group. 2 entities, 2 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Zone Frontier Inc.

  • MMCAP International Inc. SPC Filed SCHEDULE 13G/A on Zone Frontier Inc., latest Aug 14, 2026 (4 filings since Nov 18, 2025)
  • VANGUARD CAPITAL MANAGEMENT LLC Filed SCHEDULE 13G/A on Zone Frontier Inc., latest Jul 31, 2026 (2 filings since Apr 29, 2026)
  • Ayrton Capital LLC Filed SCHEDULE 13G/A on Zone Frontier Inc., latest Feb 11, 2026 (2 filings since Nov 13, 2025)
  • Mohammad Jawad Ansari Filed SCHEDULE 13D/A on Zone Frontier Inc., latest Sep 4, 2025 (2 filings since May 8, 2024)
  • Brent Cox Filed SC 13D on Zone Frontier Inc., latest May 17, 2024
  • Mark Olivier Filed SC 13G on Zone Frontier Inc., latest May 8, 2024
  • Oleta Investments, LLC Filed SC 13G on Zone Frontier Inc., latest May 8, 2024
  • Zone Frontier Inc. Omaha, Nebraska
    • CleanCore Global Limited Subsidiary · Ireland

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Zone Frontier Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$73.6K2 Jun 30, 2026$44.1K2 Jun 30, 2025+67.0%
Accumulated depreciation$19.9K2 Jun 30, 2026$11.5K2 Jun 30, 2025+72.3%
Property and equipment, net$53.8K2 Jun 30, 2026$32.5K2 Jun 30, 2025+65.2%
Operating-lease assets (leased space)$255.0K2 Jun 30, 2026$394.4K2 Jun 30, 2025−35.4%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$15.4M2 Jun 30, 2026$1.5M2 Jun 30, 2025+956.5%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$02 Jun 30, 2026$2.2M2 Jun 30, 2025−100.0%
Intangible assets, net (excluding goodwill)$02 Jun 30, 2026$2.0M2 Jun 30, 2025−100.0%
Finite-lived intangibles, gross$2.4M2 Jun 30, 2026$2.4M2 Jun 30, 20250%
Accumulated amortization$701.2K2 Jun 30, 2026$456.3K2 Jun 30, 2025+53.7%
Finite-lived intangibles, net$1.7M2 Jun 30, 2026$2.0M2 Jun 30, 2025−12.4%

Inventory

ItemLatestA year beforeChange
Inventory, total$909.2K2 Jun 30, 2026$1.3M2 Jun 30, 2025−32.5%
Finished goods$675.3K2 Jun 30, 2026$998.6K2 Jun 30, 2025−32.4%

Properties, in its own words

The Company’s headquarters is located at 5718 Westheimer Road, Suite 1000, Houston, Texas 77057. We have a lease through July 2027.

Our previous corporate headquarters, as of June 30, 2026, was in Omaha, NE, which includes both our corporate offices and the warehouse and assembly functions. Our facilities are approximately 12,420 square feet and include an office bay, a manufacturing and shipping bay, and a warehouse and storage bay. We lease the building, and are on a contract until the end of February 2028.

The rest of Item 2

We also have a small warehouse in Dublin, Ireland for CleanCore Global. This location was on a month-to-month lease and was approximately 5,000 square feet.

We believe that our property is adequately maintained, is in generally good condition, and adequate for our business.

Item 2 of the 10-K filed Sep 28, 2026.5

Leadership

Who has led Zone Frontier Inc., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Douglas T. Moore2024
  2. Clayton Adams2024–2026
  3. Tyler Lewis Hassen2026–now

President

  1. Travis Buchanan2025–now

Chief financial officer

  1. David James Enholm2024–now
2025
Board members and other officers (12)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • Executive OfficerTravis Benjamin Buchanon named Sep 12, 202523
  • Executive Officer, DirectorMatthew Atkinson named Dec 14, 202224

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • CleanCore Global Limited Ireland4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • CleanCore Solutions, Inc.Dec 14, 2022 to Aug 20, 20263

Timeline

  1. Oct 14, 20268-K Entered a material agreement; Ended a material agreement; Completed an acquisition or sale25
  2. Sep 30, 20268-K Entered a material agreement; Other events26
  3. Sep 11, 20268-K Executive or director change27
  4. Aug 20, 20268-K Other events28
  5. Aug 19, 20268-K Bylaws or fiscal year changed; Regulation FD disclosure29
  6. Aug 14, 2026New chief executive Tyler Lewis Hassen becomes CEO10
  7. Aug 12, 20268-K Entered a material agreement30
  8. Jul 29, 20268-K Entered a material agreement; Other events31
  9. Jul 9, 20268-K Entered a material agreement; Other events32
  10. Jul 7, 20268-K Executive or director change33
  11. Jun 8, 20268-K Regulation FD disclosure; Other events34
  12. Jun 8, 20268-K Entered a material agreement; Ended a material agreement35
  13. May 28, 20268-K Executive or director change36
  14. Jul 2, 2024New chief executive Clayton Adams becomes CEO12
  15. Apr 25, 2024New chief executive Douglas T. Moore becomes CEO11

Calendar

Coming up

  1. Nov 12, 2026Reports results for the quarter ending Sep/202637

When it reported results

  1. Nov 13, 2025Reported quarterly or annual results38
  2. Aug 22, 2025Reported quarterly or annual results39
  3. May 14, 2025Reported quarterly or annual results40
  4. Feb 14, 2025Reported quarterly or annual results41
  5. Nov 13, 2024Reported quarterly or annual results42
  6. Sep 20, 2024Reported quarterly or annual results43

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

191 filings to the SEC since October 2021: 3 annual reports, 8 quarterly reports, 38 major events, 59 insider forms, 13 large holders, 3 private raises, 67 other. The latest 20:

  1. Oct 14, 20264 EDGAR
  2. Oct 14, 20268-K CURRENT REPORT EDGAR
  3. Oct 13, 20264 EDGAR
  4. Sep 30, 20268-K CURRENT REPORT EDGAR
  5. Sep 28, 202610-K ANNUAL REPORT EDGAR
  6. Sep 11, 20268-K CURRENT REPORT EDGAR
  7. Aug 20, 20268-K CURRENT REPORT EDGAR
  8. Aug 19, 20268-K CURRENT REPORT EDGAR
  9. Aug 14, 20264 EDGAR
  10. Aug 14, 20263 EDGAR
  11. Aug 14, 2026SCHEDULE 13G/A EDGAR
  12. Aug 12, 2026424B5 PROSPECTUS SUPPLEMENT EDGAR
  13. Aug 12, 20268-K CURRENT REPORT EDGAR
  14. Aug 10, 2026424B5 PROSPECTUS SUPPLEMENT EDGAR
  15. Jul 31, 2026SCHEDULE 13G/A EDGAR
  16. Jul 29, 20268-K CURRENT REPORT EDGAR
  17. Jul 9, 20268-K CURRENT REPORT EDGAR
  18. Jul 8, 20264 EDGAR
  19. Jul 7, 20268-K CURRENT REPORT EDGAR
  20. Jul 2, 20264 EDGAR

The 191 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

22 open-market trades by officers, directors and large owners since October 2021: 11 buys and 11 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Dec 1, 2025Enholm David JamesChief Financial OfficerBuy18,750$0.30$5.6KForm 4
Sep 4, 2025Bethor Ltd10% ownerSale18,117$3.61$65.4KForm 4
Sep 3, 2025Bethor Ltd10% ownerSale26,883$2.95$79.3KForm 4
Sep 2, 2025Bethor Ltd10% ownerSale45,000$3.04$136.8KForm 4
Jul 25, 2025Bethor Ltd10% ownerSale10,000$3.69$36.9KForm 4
Jul 22, 2025Bethor Ltd10% ownerSale24,618$3.47$85.4KForm 4
Jul 17, 2025Bethor Ltd10% ownerSale3,482$3.50$12.2KForm 4
Jul 16, 2025Bethor Ltd10% ownerSale9,400$3.50$32.9KForm 4
Jun 13, 2025Hollst Gary GilbertChief Revenue OfficerSale10,000$3.20$32.0KForm 4
Jun 11, 2025Hollst Gary GilbertChief Revenue OfficerSale7,500$4.00$30.0KForm 4
Jun 6, 2025Hollst Gary GilbertChief Revenue OfficerSale7,500$4.01$30.1KForm 4
Jun 4, 2025Hollst Gary GilbertChief Revenue OfficerSale7,500$4.24$31.8KForm 4
Mar 7, 2025Enholm David JamesChief Financial OfficerBuy8,550$1.14$9.7KForm 4
Feb 25, 2025Adams ClaytonChief Executive OfficerBuy2,000$0.99$2.0KForm 4
Nov 15, 2024Adams ClaytonChief Executive OfficerBuy10,000$2.12$21.2KForm 4
Jun 28, 2024Adams ClaytonChief Executive OfficerBuy5,000$2.37$11.8KForm 4
May 28, 2024Adams ClaytonChief Executive OfficerBuy1,000$3.05$3.0KForm 4
May 16, 2024Adams ClaytonChief Executive OfficerBuy5,000$3.57$17.9KForm 4
May 10, 2024Cox BrentDirectorBuy880,000$0.26$228.8KForm 4
Apr 30, 2024Ansari Mohammad Jawad10% ownerBuy125,000$4.01$501.2KForm 4

All 22 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Clayton Adams,36$175.0K$2.1M51
2025Gary Hollst,40$122.5K$414.6K51
2025David Enholm,61$152.9K$284.9K51
2024Chief Financial Officer$191.6K$204.0K51
2024Chief Revenue Officer$129.8K51
2024Chief Executive Officer$110.0K51

Money raised

Private offerings the company reported to the SEC on Form D.

  1. Sep 5, 2025Raised $175 million in a private offering of equity Form D: 87 investors so far Form D
  2. Jan 30, 2024Raised $225,000 in a private offering of securities Form D: 3 investors so far Form D
  3. Sep 29, 2022Raised $1.4 million in a private offering of equity Form D: $1.5 million offered in all Form D

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 44. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
MMCAP International Inc. SPC13,950,444$11.4M1.0%−2,917,169
Mozayyx Management LLC12,000,000$9.8M9.5%No change
Vanguard Capital Management LLC9,497,719$7.8M0.0%−1,302,538
Steadfast Capital Management LP2,296,923$1.9M0.1%−703,077
Geode Capital Management, LLC2,234,575$1.8M0.0%+78,776
Vanguard Fiduciary Trust Co1,258,445$1.0M0.0%+281,762
America First Investment Advisors, LLC1,253,713$1.0M0.2%+1,196,242
State Street Corp1,079,414$885.1K0.0%+784,500
Jane Street Group, LLC731,844$600.1K0.0%New
Corient Private Wealth LP725,000$594.5K0.0%−917,716
Osaic Holdings, Inc.709,000$581.4K0.0%+555,470
BlackRock, Inc.656,129$538.0K0.0%−4,528
HUB Investment Partners, LLC510,569$418.7K0.0%No change
Northern Trust Corp473,043$387.9K0.0%+31,446
Alpine Global Management, LLC400,000$328.0K0.1%−430,655
Stifel Financial Corp360,000$295.2K0.0%New
Meridian Wealth Management, LLC355,138$291.2K0.0%No change
UBS Group AG261,075$214.1K0.0%+260,673
Citadel Advisors LLC216,509$177.5K0.0%+203,904
MAI Capital Management164,000$134.5K0.0%New
Huntington National Bank150,001$123.0K0.0%New
XTX Topco Ltd145,446$119.3K0.0%+91,123
Claro Advisors Inc.131,875$108.1K0.0%+8,600
SCS Capital Management LLC100,000$82.0K0.0%No change
Kestra Advisory Services, LLC99,305$81.4K0.0%No change

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Zone Frontier Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARZone Frontier Inc.1
  • CIK0001956741
  • Employer ID (EIN)88-40420825
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company5
  • Incorporated inNevada5
  • Fiscal year endsJune 301
  • Industry code (SIC)2842 Specialty Cleaning, Polishing and Sanitation Preparations1
  • SEC reviewing officeOffice of Industrial Applications and Services, Division of Corporation Finance1
  • Business address5920 South 118Th Circle, Suite 2, Omaha, NE 681371
  • Phone877-860-30301
  • Shares outstanding508,830,259 shares as of Sep 28, 20265
  • Public float$52.0M as of Dec 31, 20255
  • AuditorTAAD, LLP, Diamond Bar, CA PCAOB ID 5854; no auditor attestation of internal control over financial reporting5
  • On EDGAR sinceDec 14, 20221
  • Filings191 in all: 4 (44), 8-K (37), 3 (14), CORRESP (9), UPLOAD (9), 10-Q (7), S-1/A (7), 424B5 (6)1
    All 36 form types

    SCHEDULE 13G/A (5), S-8 (4), 10-K (3), D (3), DEF 14C (3), DRSLTR (3), EFFECT (3), PRE 14C (3), S-3 (3), SCHEDULE 13G (3), 144 (2), DEF 14A (2), DRS (2), DRS/A (2), S-3/A (2), SC 13D (2), SC 13G (2), 10-Q/A (1), 3/A (1), 424B3 (1), 424B4 (1), 8-A12B (1), 8-K/A (1), CERT (1), RW (1), S-1 (1), S-3ASR (1), SCHEDULE 13D/A (1)

  • Latest filingsAnnual report (10-K) Sep 28, 2026
    Quarterly report (10-Q) May 11, 2026
    Proxy statement (DEF 14A) Oct 28, 2025
    Latest 8-K (8-K) Oct 14, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, par value $0.0001 per shareZONENYSE American LLC

From the cover page of the 10-K filed Sep 28, 2026 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks Zone Frontier Inc. names in Item 1A of its 10-K filed Sep 28, 2026: 61 risks under these headings, as written.5

  • Risks Related to Our Business and Industry
  • We are an early-stage company with a limited operating history.
  • We have incurred losses since our inception, and we may not be able to manage our business on a profitable basis.
  • Our auditors have issued a going concern opinion on our audited consolidated financial statements.
  • We will require additional financing to accomplish our business strategy.
  • We cannot accurately predict future revenues or profitability in the emerging market for aqueous ozone technology.
  • If we fail to properly manage our anticipated growth, our business could suffer.
  • We operate in new and rapidly changing markets, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful.
  • We expect one major customer to account for all our revenue and the loss of that customer could have a material adverse effect on our results of operations.
  • We depend on a limited number of third parties to supply key equipment, raw materials, and labor to us to build our data centers, and the failure to obtain a sufficient supply of these inputs in a timely fashion and at reasonable costs could significantly delay our delivery of services. These inputs could also increase in price, reducing the expected profitability.
  • Changes to U.S. trade policy, tariff and import/export regulations may adversely affect our operating results.
  • We rely on utility inputs from a variety of sources to power our data centers. If our fulfillment operations are interrupted for any significant period or are not sufficient to accommodate our facilities, our sales could decline, and our reputation could be harmed.
The other 50 risks
  • Security threats, such as ransomware attacks, to our IT infrastructure could expose us to liability, and damage our reputation and business.
  • We face significant competition.
  • We could be subject to litigation, including for businesses the Company no longer operates.
  • The loss of key personnel, an inability to attract and retain additional personnel or difficulties in the integration of new members of our management team into our company could affect our ability to successfully grow our business.
  • Failure to comply with privacy laws and regulations and failure to adequately protect customer data could harm our business, damage our reputation and result in the loss of customers.
  • We will face growing regulatory and compliance requirements in a variety of areas, which can be costly and time consuming.
  • We have identified material weaknesses in our internal control over financial reporting. If we fail to develop or maintain an effective system of internal controls, we may not be able to accurately report our financial results and prevent fraud. As a result, current and potential stockholders could lose confidence in our financial statements, which would harm the trading price of our common stock.
  • Industry and other market data that may be used in our periodic reports that we may file with the SEC and our other materials, including those undertaken by us or our engaged consultants, may not prove to be representative of current and future market conditions or future results.
  • Risks Related to Ownership of Our Common Stock
  • We may not be able to maintain a listing of our common stock on NYSE American.
  • The market price of our stock may be highly volatile, and you could lose all or part of your investment.
  • We do not expect to declare or pay dividends in the foreseeable future.
  • Future issuances of our common stock or securities convertible into, or exercisable or exchangeable for, our common stock could cause the market price of our common stock to decline and would result in the dilution of your holdings.
  • Future issuances by Zone of debt securities, which would rank senior to our common stock upon our bankruptcy or liquidation, and future issuances of preferred stock, which could rank senior to our common stock for the purposes of dividends and liquidating distributions, may adversely affect the level of return you may be able to achieve from an investment in our common stock. Project level debt financing may be issued with different seniority than Zone issued debt securities and may not be subject to the same distributions.
  • If securities industry analysts do not publish research reports on us, or publish unfavorable reports on us, then the market price and market trading volume of our common stock could be negatively affected.
  • If our shares of common stock become subject to the penny stock rules, it would become more difficult to trade our shares.
  • We are subject to ongoing public reporting requirements that are less rigorous than rules for companies that are not emerging growth companies, and our stockholders could receive less information than they might expect to receive from more mature public companies.
  • We are also a smaller reporting company, and if we take advantage of certain exemptions from SEC disclosure requirements available to smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.
  • Anti-takeover provisions in our charter documents and under Nevada law could make an acquisition of our company more difficult, and limit attempts by our stockholders to replace or remove our current management.
  • Risks Relating to our AI Critical Infrastructure Business
  • Our AI Critical Infrastructure Business is at an early stage and subject to significant risks, and we may be unable to implement it successfully.
  • We have limited operating history in the AI critical infrastructure or data center industry, and there can be no assurance that we will be able to successfully operate our data center campuses or consummate additional transactions related to our AI Critical Infrastructure Business.
  • The AI Critical Infrastructure Business requires specialized technical, operational, commercial and financial expertise that we may be unable to attract, retain or develop, and our current management team and personnel have limited or no experience in this business.
  • Our management team must manage the demands of operating multiple distinct businesses during our strategic transition, which may strain our limited resources and impair our ability to execute any of our business strategies effectively.
  • Demand for AI-related or high-performance computing infrastructure may not grow as expected, may be satisfied by competitors, or may prove to be temporary, and our anticipated AI Critical Infrastructure Business may not succeed.
  • We may be unable to secure adequate power supply, which is critical to data center operations, and power costs and availability may adversely affect our anticipated AI Critical Infrastructure Business.
  • The AI critical infrastructure and data center industry is subject to extensive regulation, and changes in law or regulation could materially adversely affect our anticipated business.
  • If we are unable to enter into additional profitable leases, hosting agreements, colocation arrangements or other monetization structures, or if our existing arrangements do not perform as expected, the AI Critical Infrastructure Business may fail.
  • Technology in the AI critical infrastructure industry evolves rapidly, and our anticipated investments could become obsolete or less competitive.
  • Our anticipated AI Critical Infrastructure Business may be affected by export controls, tariffs, sanctions and trade restrictions that could limit our ability to acquire necessary equipment or serve certain customers.
  • Our disclosures regarding our anticipated AI Critical Infrastructure Business necessarily involve substantial estimates and assumptions and may become inaccurate or incomplete as circumstances evolve.
  • We may need to build entirely new systems, financial reporting, disclosure, accounting, operational and internal control systems to support the anticipated AI Critical Infrastructure Business, which will be costly, time-consuming and may not be successful.
  • Public company costs may consume a disproportionate amount of our limited resources, reducing capital available for the AI Critical Infrastructure Business.
  • The transition from our current business lines to the AI Critical Infrastructure Business could expose us to stockholder litigation, regulatory scrutiny and reputational harm.
  • We may fail to transition successfully from a cleaning products and digital asset treasury company to a computing infrastructure company.
  • The anticipated AI Critical Infrastructure Business may never generate meaningful revenue, achieve profitability or produce positive cash flow.
  • We will face intense competition from larger, more experienced and significantly better-capitalized companies, and we may be unable to compete effectively.
  • We have significantly fewer resources than many of the companies with which we would compete, which could materially impair our ability to execute our business plan.
  • Our ability to execute the anticipated AI Critical Infrastructure Business will depend on our ability to obtain substantial capital, and such capital may not be available on acceptable terms or at all.
  • The market price of our common stock may not reflect the fundamental value or prospects of the anticipated AI Critical Infrastructure Business, and any increase in our stock price following announcement of such business may not be sustained.
  • Counterparties to our leases, hosting agreements, colocation arrangements or other transactions may default, terminate early, fail to renew or otherwise not perform as expected.
  • Transactions with external parties through SPVs and other investment structures expose us to heightened risks of default, disagreement, bankruptcy and personnel changes that could impair our investments and operations.
  • Our anticipated AI Critical Infrastructure Business may be exposed to residual value risk and remarketing risk with respect to data center facilities and equipment.
  • Our anticipated business model depends on assumptions regarding customer demand, pricing, utilization, residual values and monetization opportunities that may prove incorrect.
  • Investors may have difficulty evaluating our future prospects because we will be a company with a limited operating history in a new business and no historical information relevant to that business.
  • The proposed change in our corporate name, identity and strategic direction may create confusion, reduce credibility and harm our ability to establish the anticipated new business.
  • If the anticipated AI Critical Infrastructure Business is unsuccessful, we may be unable to continue as a going concern.
  • Stockholders may not realize the benefits they expect from our proposed strategic transition and may lose all or a substantial portion of their investment.
  • We may be exposed to tax risks associated with asset acquisitions, leasing structures, hosting arrangements and other monetization arrangements.
  • The data center project contemplated by our letter of intent requires capital commitments that substantially exceed our current financial resources, and we may be unable to secure adequate capital resources through debt or equity to fund our obligations under the proposed transaction.
  • Our initial AI critical infrastructure strategy will likely be concentrated in a limited number of projects, and we will be dependent on our development and operating partners, which exposes us to significant concentration, execution and counterparty risks.
  • Our anticipated AI Critical Infrastructure Business may be conducted through special purpose vehicles and joint venture structures, which expose us to governance, counterparty and structural risks that could materially impair our investments.

Legal proceedings

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

As previously disclosed, on August 20, 2024, Matthew Atkinson, our former Chief Executive Officer, filed a complaint against our company in the District Court of Douglas County, Nebraska, which was amended on November 25, 2024 to add Clayton Adams, our Chief Executive Officer, and David Enholm, our Chief Financial Officer, as defendants, in which Mr. Atkinson alleged certain claims arising from his employment with, and separation of employment from, our company, and we alleged certain counterclaims against Mr. Atkinson for breach of contract. On June 6, 2025, we and Messrs. Adams and Enholm entered into a settlement and release agreement with Mr. Atkinson to settle this matter. Pursuant to the settlement and release agreement, which became effective on June 21, 2025, we issued 200,000 shares of our common stock to James T. Coyle Legacy Trust in order to resolve an obligation that Mr. Atkinson had to transfer such shares that had not been met. The settlement and release agreement also contains a release of claims by each party and standard confidentiality and non-disparagement provisions. On June 26, 2025, the lawsuit was dismissed with prejudice.

The opening of Item 3, Legal Proceedings.5

Sources

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    SEC EDGAROther events
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