Envirotech Vehicles Enters Merger Agreement with AZIO AI

Envirotech Vehicles entered into a definitive merger agreement with AZIO AI Corporation. The company said, "Since the Company's original announcement of the signing of a letter of intent with AZIO AI, AZIO AI and AZIO Corp's AI infrastructure division have continued demonstrating operational advancement across multiple deployment and commercial development activities, including the receipt of deposits associated with an initial infrastructure order valued at approximately $118M and the delivery of the first eight server racks under that program. 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 AZIO AI's broader AI infrastructure strategy." 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. Discussions with prospective compute customers and infrastructure counterparties remain ongoing as deployment activities continue advancing. EVTV engaged an independent financial advisor to issue a fairness opinion relating to the consideration to be issued by EVTV to AZIO AI's stockholders in the merger transaction. Based on that review, EVTV's Board of Directors received a fairness opinion that the consideration being issued by EVTV was fair to EVTV and its stockholders. Following completion of the transaction: Chris Young is expected to serve as CEO of the combined company; Elgin Tracy is expected to continue overseeing infrastructure deployment strategy, operational scaling activities, and growth execution initiatives; and Jason Maddox is expected to continue supporting executive operations and infrastructure expansion activities. The Company estimates that, after giving effect to the issuance of 100 million shares of EVTV common stock contemplated as merger consideration, existing EVTV stockholders would be expected to hold approximately 11% of the combined company and former AZIO AI stockholders would be expected to hold approximately 89% of the combined company on a basic basis immediately following the closing, subject to adjustment in accordance with the terms of the definitive merger agreement. Following execution of the definitive agreement, the combined company's near-term operational priorities include: Preparation and filing with the U.S. Securities and Exchange Commission of a Registration Statement on Form S-4; Deployment activities targeting utilization of the approximately 11 MW of secured power capacity at the existing site; and Pursuit of additional capacity expansion opportunities of up to approximately 100 MW of combined AI compute and bitcoin mining infrastructure at the existing site, subject to availability of capital and finalization of long-term site usage agreements. The transaction has received approval by the boards of directors of both companies and by the stockholders of AZIO AI and is expected to close in the second half of 2026, subject to certain closing conditions, including, among others, approval by the stockholders of EVTV, the effectiveness of the Form S-4 to register the securities to be issued in connection with the proposed merger and the satisfaction of other customary closing conditions.