AZIO AI and EVTV Sign Merger Agreement Valued at $750 Million

AZIO AI announced the execution of a definitive merger agreement with EVTV as part of EVTV's strategic transformation into an artificial intelligence infrastructure and compute platform focused on domestic AI deployment, data center operations, and long-term compute capacity expansion. The execution of the definitive merger agreement follows approximately six months of operational collaboration, infrastructure deployment activities, technical integration efforts, and transaction development work between the parties. The definitive merger agreement follows the parties' previously announced Letter of Intent originally structured at a $480M valuation. Since execution of the original LOI framework, EVTV and AZIO AI have continued operating collaboratively while advancing deployment operations, infrastructure planning, customer engagement activities, and long-term AI compute expansion efforts. In parallel, AZIO AI has continued advancing its infrastructure pipeline through execution of a memorandum of understanding relating to next-generation B200-based AI infrastructure opportunities, reflecting ongoing engagement with prospective high-performance compute customers and continued expansion of the Company's broader AI infrastructure strategy. Approximately 11 MW of power capacity has been ascertained at EVTV's existing site, with hardware orders already placed for an initial 6 MW of deployment. Installation and energization activities are expected to follow as deployment operations continue. Beyond the secured 11 MW, EVTV is currently engaged in discussions relating to long-term ownership and usage rights associated with up to approximately 500 MW of additional available capacity at the same site. The Company has commenced initial hardware deliveries under the previously disclosed infrastructure program, including the successful delivery of the first eight server racks associated with the customer deployment schedule. Following completion of the transaction, the combined company expects to operate across multiple revenue channels, including: Sale and distribution of GPUs and server racks to AI infrastructure customers; Co-development and partial ownership of AI data center infrastructure, with initial focus on Texas and select international markets; Company-owned and operated bitcoin mining operations conducted domestically on owned infrastructure; and Hosting and compute leasing arrangements with prospective compute offtakers as AI infrastructure sites become operational. EVTV engaged an independent third-party valuation and advisory firm to conduct a fairness analysis relating to the merger transaction. Based on that review, EVTV received an independent third-party fairness opinion supporting a $750M valuation for AZIO AI and the related strategic infrastructure assets contemplated under the transaction structure, representing significant growth from the original $480M valuation established under the LOI approximately six months earlier. Management believes the valuation increase reflects operational developments achieved during the post-LOI period.