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WhiteFiber, Inc. (WYFI)

CIK: 0002042022. SIC: 6199 Finance Services. Latest 10-K as of: 2026-03-26.

SIC breadcrumb: Finance, Insurance, And Real Estate > SIC Major Group 61 > SIC 6199 Finance Services

SEC company page: https://www.sec.gov/edgar/browse/?CIK=2042022. Latest filing source: 0001213900-26-034341.

Selected Fundamentals

MetricValueUnitFYFiled
Revenue79,164,252USD20252026-03-26
Net income-24,682,538USD20252026-03-26
Assets651,352,198USD20252026-03-26

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-03-26. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0002042022.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Metric202320242025
Revenue47,639,23779,164,252
Net income1,369,842-24,682,538
Operating income628,385-26,820,776
Gross profit26,873,14647,630,527
Diluted EPS0.05-0.78
Operating cash flow18,749,56845,655,356
Capital expenditures79,026,998268,402,549
Assets229,132,863651,352,198
Liabilities59,406,108168,888,158
Stockholders' equity49,650,239169,726,755482,464,040
Cash and cash equivalents11,671,984114,441,279
Free cash flow-60,277,430-222,747,193

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Metric202320242025
Net margin2.88%-31.18%
Operating margin1.32%-33.88%
Return on equity0.81%-5.12%
Return on assets0.60%-3.79%
Liabilities / equity0.350.35
Current ratio1.022.03

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-14. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0002042022.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

QuarterEnd DateRevenueNet IncomeDiluted EPSMethod
2025-Q22025-03-311,427,836reported discrete quarter
2025-Q22025-06-3018,662,249reported discrete quarter
2025-Q32025-06-30-8,833,392reported discrete quarter
2025-Q32025-09-3020,179,766-0.47reported discrete quarter
2025-Q42025-12-3123,560,975-1,523,266derived Q4 = FY annual - nine-month YTD
2026-Q12026-03-3121,923,451-12,042,404-0.31reported discrete quarter

Quarterly Charts

Macro Cross-References

Latest quarter (10-Q)

Latest 10-Q source: 0001213900-26-056212.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Confidence: high. Filing date: 2026-05-14. Report date: 2026-03-31.

Item 2. Management’s Discussion and Analysis of Financial
Condition and Results of Operations.

The following information should be read in
conjunction with the condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form
10-Q for the period ended March 31, 2026 as well as Management’s Discussion and Analysis of Financial Condition and Results of Operations
included in our Annual Report on Form 10-K for the year ended December 31, 2025 (Annual Report). Except for the statements of historical
fact, this Form 10-Q contains “forward-looking information” and “forward-looking statements reflecting our current expectations
that involve risks and uncertainties (collectively, “forward-looking information”) that is based on expectations, estimates
and projections as at the date of this Form 10-Q. All statements, other than statements of historical fact, included herein are “forward-looking
statements.” These forward-looking statements are often identified by the use of forward-looking terminology such as “believes,”
“intends,” “expects,” or similar expressions, involving known and unknown risks and uncertainties. Although the
Company believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks
and uncertainties, and these expectations may prove to be incorrect. Investing in our securities involves a high degree of risk. The following
discussion may contain forward-looking statements that reflect WhiteFiber, Inc.’s plans, estimates and beliefs. WhiteFiber, Inc.’s
actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute
to these differences include those factors discussed below, in the Annual Report and in Part II, Item 1.A of this Form 10-Q, particularly
in the sections entitled “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors.” Before
making an investment decision, you should carefully consider these risks, uncertainties and forward-looking statements.

The Company’s actual results could differ
materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed
in the Company’s periodic reports that are filed with the SEC and available on its website at http://www.sec.gov. If any material
risk was to occur, our business, financial condition or results of operations would likely suffer. In that event, the value of our securities
could decline and you could lose part of all of your investment. Additional risks not presently known to us or that we currently deem
immaterial may also impair our business operations. In addition, our past financial performance may not be a reliable indicate of future
performance, and historical trends should not be used to anticipate results in the future. All forward-looking statements attributable
to the Company or persons acting on its behalf are expressly qualified in their entirety by these factors. Other than as required under
the securities laws, the company does not assume a duty to update these forward-looking statements.

References to “WhiteFiber” or
the “Company” refer to WhiteFiber, Inc. and its subsidiaries, giving effect to the Reorganization which occurred on August
6, 2025.

Overview

We believe we are a leading provider of artificial
intelligence (“AI”) infrastructure solutions. We own high-performance computing (“HPC”) data centers and provide
cloud-based HPC graphics processing units (“GPU”) services, which we term cloud services, for customers such as AI application
and machine learning (“ML”) developers (the “HPC Business”). Our Tier-3 data centers provide hosting and colocation
services. Our cloud services support generative AI workstreams, especially training and inference.

Our business model integrates our data center
infrastructure and cloud services to provide scalable, high-performance computing solutions for enterprises, research institutions, and
AI and ML driven businesses. Our integrated approach aligns specialized data center operations with GPU-focused cloud services, addressing
the unique requirements of AI and ML workloads. These workloads demand greater power density, advanced cooling solutions, and robust
bandwidth to handle large-scale data transfers. By operating our data centers, we are able to provide the power to support our cloud
services and we believe we can better meet the needs of AI and ML workloads and reduce the complexity associated with procuring power
and connectivity from external vendors. We can also design our facilities to accommodate the higher heat loads generated by modern GPUs,
potentially shortening deployment timelines for customers who require rapid expansion of their computing infrastructure. From a financial
standpoint, our vertically integrated solution allows us to capture additional margin for both our data center and cloud services businesses,
avoiding expenses that would otherwise be due to third-party providers.

Colocation/Data center services

We design, develop, and operate data centers,
through which we offer our hosting and colocation services. Our operational data centers meet the requirements of the Tier-3 standard,
including N+1 redundancy architecture, concurrent maintainability, uninterruptible power supply, advanced and highly reliable cooling
systems, strict monitoring and management systems, 99.982% uptime and no more than 1.6 hours of downtime annually, service organization
control, SOC 2 Type 2, differentiated software supporting AI workloads, high density and robust bandwidth, and infrastructure to support
AI workloads.

34

Based on their collective industry experience, our data center team
is adept at bringing new sites online on an accelerated timeline. We are aggressively pursuing our development pipeline and intend to
achieve an estimated 76 MW (gross) of total data center capacity by the end of the fourth quarter of 2026, a target that is underpinned
by assets including our MTL-2, MTL-3, and NC-1 facilities. As of March 31, 2026, our pipeline of potential data center projects represents
approximately 1,500 MW (gross) under management review. We follow a disciplined process prioritizing projects that are backed by customer
lease commitments. In select cases, we may pursue early-stage acquisitions based on strong customer demand signals and defined commercialization
pathways. Accordingly, the foregoing timelines and capacities are subject to change based on many factors, many of which are outside of
our control.

We use a well-defined set of criteria to select
our data center sites. We typically target sites with proximity to metro areas and partial infrastructure in place, where we are retrofitting
rather than developing greenfield projects. Metropolitan areas are positioned for low-latency to address long-term, specialized AI computer
inference needs, and smaller sites reduce risks. A retrofit entails sourcing and acquiring an existing industrial building with underutilized,
in-place power connectivity. The period of time from when a site is purchased until construction can begin varies from location to location
depending upon, among other things, obtaining required permits and the availability of construction supplies and contractors. Average
build time for retrofits is intended to be approximately six months from commencement of construction, which we believe is approximately
one-third to one-half of the industry average development timeline for greenfield projects. This average building time is based upon
senior management’s experience at Enovum prior to its acquisition by the Company, as well as their experience prior to Enovum.
We also prioritize sites offering opportunities to increase site power over time, enabling our data centers to grow with customer demand.
In addition, we selectively target certain larger opportunities with 50 MW (gross) of power or more, subject to customer demand, to drive
AI-driven compute super-clusters. Finally, we prioritize sites powered by sustainable, green energy sources and locked-in power when
available. Additionally, to enhance sustainability of certain of our data center projects, we are undertaking heat repurposing projects
in connection with sustainability and commercial and residential projects.

We acquired Enovum on October 11, 2024. The transaction
included the lease of MTL-1, our 4 MW (gross) Tier-3 high-performance computing (“HPC”) data center in Montreal, Canada,
which was fully operational and fully leased to customers at the time of acquisition.

On December 27, 2024, we
acquired the real estate and building for a build-to-suit 5 MW (gross) Tier-3 data center expansion project near Montreal, Canada which
we refer to as MTL-2. MTL-2, a 160,000 square foot site that was previously used as an encapsulation manufacturing facility, is located
in Pointe-Claire, Quebec. We initially funded the purchase of CAD 33.5 million (approximately $23.3 million) with cash on hand. We expected
to invest approximately $23.6 million to develop the site to Tier-3 standards with an initial load of 5 MW (gross). However, we have
prioritized other builds and preserved capital for more time sensitive projects.

On April 11, 2025, we entered into a lease for
a new data center site in Saint-Jerome, Quebec, a suburb of Montreal, MTL-3. The MTL-3 facility spans approximately 202,000 square feet
on 7.7 acres and is being developed into a 7 MW (gross) Tier-3 data center. It will support current contracted capacity, with Cerebras
(5 MW IT Load), with future expansion potential subject to utility approvals. The transaction was executed under a lease-to-own structure,
which includes a fixed-price purchase option of CAD 24.2 million (approximately $17.3 million) exercisable by December 2025. The lease
term is 20 years, with two 5-year extensions at the Company’s option. In December 2025, we became reasonably certain to exercise
the purchase option and notified the lessor of our intent to exercise the purchase option. We had 90 days to complete the purchase, after
which the purchase option would expire. The option was exercised on January 14, 2026 and the purchase of MTL-3 closed on May 8, 2026.
The facility has been retrofitted to Tier-3 standards and was completed and operational in November 2025. The site has commenced billing
Cerebras as of November 1, 2025, in the amount of CAD 1.4 million (approximately 979 thousand USD) monthly for the duration of the five-year
contract.

On May 20, 2025, we completed the purchase of a former industrial/manufacturing
building from UMI. Pursuant to the Purchase Agreement we agreed to purchase from UMI, an industrial/manufacturing building together with
the underlying land located in Madison, North Carolina, which we refer to as “NC-1”, as well as certain machinery and equipment
located thereon for a cash purchase price of $45 million. The purchase price will increase by (i) $8 million, if Duke Energy actually
provides, or provides an Electric Services Agreement providing for, at least 99 MW (gross) within two years of May 20, 2025, or (ii) $5
million, if Duke Energy actually provides, or provides an Electric Services Agreement providing for, at least 99 MW (gross) more than
two years but less than three years after May 20, 2025. Additionally, the purchase price will increase by an additional $200,000 per MW
over 99 MW (gross) up to a maximum of $5 million if at least 99 MW (gross) are actually delivered, or Duke Energy provides an Electric
Services Agreement for the provision of at least 99 MW (gross), within four years of May 20, 2025. Separately, the Company entered into
a Capacity Agreement with Duke Energy pursuant to which Duke Energy agreed to use commercially reasonable efforts to achieve 24 MW (gross)
of service to NC-1 by September 1, 2025, 40 MW (gross) by April 1, 2026, and 99 MW (gross) within four yea

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2026-03-26. Report date: 2025-12-31.

Item 7. Management’s Discussion and Analysis
of Financial Condition and Results of Operations 

The following discussion and analysis of our
financial condition and results of operations should be read in conjunction with our financial statements and the related notes included
elsewhere in this Annual Report. This discussion contains forward-looking statements reflecting our current expectations that involve
risks and uncertainties. See “Forward-Looking Statements and Risk Factor Summary” for a discussion of the uncertainties, risks,
and assumptions associated with these statements. Actual results and the timing of events could differ materially from those discussed
in our forward-looking statements as a result of many factors, including those set forth under “Risk Factors” and elsewhere
in this Annual Report.

References to “WhiteFiber” or the
“Company” refer to WhiteFiber, Inc. and its subsidiaries, giving effect to the Reorganization which occurred on August 6,
2025.

Overview

We believe we are a leading provider of AI infrastructure
solutions. We own HPC data centers and provide cloud-based HPC GPU services, which we term cloud services, for customers such as AI application
and ML developers (the “HPC Business”). Our Tier-3 data centers provide hosting and colocation services. Our cloud services
support generative AI workstreams, especially training and inference.

On July 30, 2025, we entered into the Contribution Agreement with Bit
Digital in connection with our IPO, pursuant to which, on August 6, 2025, Bit Digital contributed its HPC business to us through the transfer
of 100% of the capital shares of its cloud services subsidiary, WhiteFiber AI, Inc. and its wholly-owned subsidiaries WhiteFiber HPC,
Inc., WhiteFiber Canada, Inc., WhiteFiber Japan G.K. and WhiteFiber Iceland, ehf, in exchange for 27,043,749 Ordinary Shares.

Colocation/Data Center Service

The Company designs, develops, and operates Tier-3
data centers that provide hosting and colocation services with high reliability infrastructure, including N+1 redundancy, advanced cooling,
and strict monitoring systems designed to support AI workloads. Its strategy focuses on rapidly developing retrofit data centers in metro
areas with existing power infrastructure, allowing for significantly faster deployment than greenfield projects. The current portfolio
includes facilities such as MTL-1, MTL-2, MTL-3 in Quebec and NC-1 in North Carolina, with a goal of reaching approximately 76 MW of total
capacity by the end of 2026 and a broader development pipeline of roughly 1,500 MW under review. During 2025, the Company prioritized
projects with committed customer demand and long-term contracts, including a major services agreement at the NC-1 facility expected to
generate approximately $865 million of contracted revenue over 10 years, with electricity and certain operating costs passed through to
the customer.

Cloud Service

The Company provides specialized GPU-based cloud
infrastructure tailored for generative AI training and inference workloads, offering customized solutions and high service reliability.
The business leverages partnerships with major hardware providers such as NVIDIA, SuperMicro, Dell, Hewlett Packard Enterprise, and QCT,
and deploys advanced GPU architectures including H200, B200, and GB200 systems. Rather than building all infrastructure itself, the Company
uses a global network of third-party data centers to host GPU clusters. Revenue is generated through a series of service agreements and
MSAs with customers for GPU capacity and AI compute services, ranging from short-term deployments to multi-year contracts. Key agreements
include large GPU deployments for AI workloads and cloud gaming providers such as Boosteroid, with some contracts offering significant
expansion potential and long-term recurring revenue streams.

76

Key Factors that May Affect Future Results
of Operations

We believe that the growth of our business and
our future success are dependent upon many factors including those described under “Risk Factors” included elsewhere in this
report. While these factors present significant opportunities for us, they also pose challenges that we must successfully address in order
to sustain the growth of our business and enhance our results of operations.

Timely Completion of, and Expansion of Capabilities
at, our Existing Data Center Projects. 

Our future revenue growth is, in part, dependent on our ability to
leverage our development capabilities at our data center sites. We substantially completed construction of our MTL-3 facility by the end
of October 2025. The site has commenced billing its customer, Cerebras, as of November 1, 2025, in the amount of CAD 1.4 million (approximately
979 thousand USD) monthly for the duration of the five-year contract.

We intend to complete the first phase of construction
27MW (gross) of NC-1 facility April 2026. Management expects NC-1 to start generating revenue in June of 2026. Management expects the
second phase of construction 27MW (gross) to be completed in the second quarter of 2026 and start generating revenues 30 days after completion.
We have prioritized these projects and put a hold on the build for MTL-2. We expect to increase revenue from our existing sites by securing
additional allocations of utility power, subject to our receipt of funding and required permits through ongoing engagement with the utility
and relevant authorities. In addition, at certain new and existing sites, we intend to deploy natural gas fuel cell generation technology
to increase available power and revenue potential. Our ability to secure the required funding and permits in accordance with our implementation
plans may cause variability in our revenue growth in future quarters.

Development of Data Center Pipeline.

We intend to rapidly develop additional sites
from our expansion pipeline in targeted locations to secure a strategic presence across North America. By developing a robust HPC data
center platform across North America, we expect to enhance redundancy, mitigate geo-location risks, and ensure our services are available
where clients need them most. We expect our strategically placed WhiteFiber data centers in smaller urban areas will deliver carrier hotel-level
connectivity, while our larger deployments will power AI-driven computing super-clusters, driving innovation and efficiency.

Expansion of Cloud Services.

We have made investments in research and development
of our cloud service technology and services. Cloud services are highly competitive, rapidly evolving, and require significant investment,
including development and operational costs, to meet the changing needs and expectations of our existing users and attract new users.
Our ability to deploy certain cloud service technologies critical for our products and services and for our business strategy may depend
on the availability and pricing of third-party equipment and technical infrastructure. In the future, we are looking to generate significant
revenues from our cloud services, but such revenue growth depends upon certain third-party providers which may be beyond our control and
creates uncertainty that we will be able to generate consistent revenue.

In addition to the key factors described above,
we may also generate revenue through the monetization of excess or unused power capacity, resale or leasing of high-performance computing
(HPC) hardware, licensing of software or infrastructure designs, and strategic partnerships that expand our service offerings. However,
these potential revenue streams are at an early stage and are not expected to materially contribute to our near-term results.

77

Results of Operations for the Years Ended
December 31, 2025 and 2024

The following discussion summarizes the results
of operations for the years ended December 31, 2025 and 2024. This information should be read together with our consolidated financial
statements and related notes included elsewhere in this report.

For The Years Ended

December 31,

Variance in

2025

2024

Amount

Revenue

$

79,164,252

$

47,639,237

$

31,525,015

Operating costs and expenses

Cost of revenue (exclusive of depreciation shown below)

(30,036,898

)

(20,215,831

)

(9,821,067

)

Depreciation and amortization expenses

(23,440,884

)

(16,511,406

)

(6,929,478

)

General and administrative expenses

(52,507,246

)

(10,283,615

)

(42,223,631

)

Total operating expenses

(105,985,028

)

(47,010,852

)

(58,974,176

)

(Loss) income from operations

(26,820,776

)

628,385

(27,449,161

)

Net loss from disposal of property, plant and equipment

(372,993

)

-

(372,993

)

Other income, net

1,425,399

1,615,634

(190,235

)

Total other income, net

1,052,406

1,615,634

(563,228

)

(Loss) income before provision for income taxes

(25,768,370

)

2,244,019

(28,012,389

)

Income tax benefits (expenses)

1,085,832

(874,177

)

1,960,009

Net loss

$

(24,682,538

)

$

1,369,842

$

(26,052,380

)

Revenue

We generate revenues primarily from providing
cloud services and colocation services. Refer to Note 3. Revenue from Contracts with Customers for further information.

Cloud services revenue is derived from providing
customers with access to high-performance computing (“HPC”) infrastructure, including GPU clusters optimized for AI workloads.
Our contracts are structured as usage-based or committed-capacity agreements, typically with pricing based on the type and quantity of
GPUs deployed, duration of use, and associated infrastructure. Key factors that impact cloud services revenue include the number and performance
class of GPUs deployed, hardware utilization, power availability at hosting sites, and the timing of new customer onboarding.

Colocation services revenue is generated from
leasing data center space, power, and related infrastructure to customers who operate their own hardware. These contracts are generally
multi-year agreements with fixed monthly fees based on committed power capacity (typically measured in kilowatts). Factors that affect
colocation revenue include timing of site development and energization, contracted power levels, and customer expansion activity.

Revenue from Cloud Services

In the fourth quarter of 2023, we established
our cloud-based HPC graphics processing units services, which we term cloud services, a new business line to provide services to support
generative AI workstreams. The Company commenced offering cloud services to customers in January 2024.

Our revenue from cloud services increased by $23.0 million,
or 50.4%, to $68.8 million for the year ended December 31, 2025 from $45.7 million for the year ended December 31, 2024.
The increase was primarily due to an increase in deployed GPU servers to new and existing customers during the year of 2025, offset by
a $2.0 million service credit accrued and expected to be issued to a customer under the terms of the contract.

Revenue from Colocation Services

In the fourth quarter of 2024, we acquired Enovum
which holds our data center business that provides customers with physical space, power, and cooling within data center facilities.

Our revenue from colocation services was $8.9 million
and $1.4 million for the years ended December 31, 2025 and 2024, respectively. The increase is due to a full year of revenue reported
in 2025 and only two and a half months in 2024.

78

Cost of Revenue

We incur cost of revenue from cloud services and
colocation services.

The Company’s cost
of revenue consists primarily of direct production costs associated with its core operations, excluding depreciation and amortization,
which are separately stated in the Company’s consolidated statements of operations. Specifically, these costs consist of: (i) cloud
services operations — electricity costs, datacenter lease expense, GPU servers lease expense, third-party customer support
fees, and other relevant costs and (ii) colocation services — electricity costs, lease costs, data center employees’
wage expenses, and other relevant costs.

Cost of Revenue — Cloud Services

For the years ended December 31, 2025 and 2024,
the cost of revenue from cloud services was comprised of the following:

For The Years Ended

December 31,

2025

2024

Electricity costs

$

2,450,710

$

1,198,060

Datacenter lease expenses

5,410,230

3,558,987

GPU servers lease expenses

14,741,928

13,640,737

Third-party customer support fees

1,124,902

-

Other costs

2,858,593

1,327,546

Total

$

26,586,363

$

19,725,330

Electricity costs. These expenses
were incurred by the data centers for the HPC equipment and were closely correlated with the number of deployed GPU servers.

For the year ended December 31, 2025, electricity
costs increased by $1.3 million, or 105%, compared to the electricity costs incurred for the year ended December 31, 2024. The increase
primarily resulted from an increase in the number of deployed GPU servers.

Datacenter lease expenses. We entered
into data center lease agreements for fixed monthly recurring costs.

For the year ended December 31, 2025, data center
lease expenses increased by $1.9 million, or 52%, compared to the data center lease expenses incurred for the year ended December
31, 2024. The increase primarily resulted from two additional datacenter lease entered after the second quarter of 2024.

GPU servers lease expenses.
We entered into GPU servers lease agreements to support our cloud services. The lease payments depend on the usage of the GPU servers.

For the year ended December 31, 2025, GPU servers lease expenses increased
by $1.1 million, or 8%. The increase primarily resulted from a higher utilization of leased GPU servers.

Third-party customer
support fees. Beginning in 2025, we engaged a third party to provide customer support services. For the year ended December
31, 2025, third-party customer support fees were $1.1 million.

Cost of revenue — Colocation
Services

In the fourth quarter of 2024, we acquired Enovum
which provides colocation services. For the years ended December 31, 2025 and 2024, the cost of revenue from colocation services was comprised
of the following:

For the Years Ended

December 31,

 2025

 2024

Electricity costs

$

1,438,218

$

188,559

Lease expenses

1,025,851

149,260

Wage expenses

406,787

12,156

Other costs

579,679

140,526

Total

$

3,450,535

$

490,501

79

Electricity costs. These expenses were
closely correlated with the number of deployed servers hosted by the data center.

For the year ended December 31, 2025, electricity costs increased by
$1.2 million, or 663% compared to the electricity costs incurred for the year ended December 31, 2024 as we acquired Enovum in the fourth
quarter of 2024.

Lease expenses. These expenses were
incurred by the data center for lease agreement for a fixed monthly recurring cost.

For the year ended December 31, 2025, data center lease expenses increased
by $0.8 million, or 587%, compared to the data center lease expenses incurred for the year ended December 31, 2024. We had two and a half
months of data center lease expenses for the year ended December 31, 2024 as we acquired Enovum in the fourth quarter of 2024.

Wage expenses. These
expenses represent the salaries and benefits of data center employees involved in the operation of our facilities.

For the year ended December
31, 2025, wage expenses increased by $0.4 million, or 3246%, compared to the wage expenses incurred for the year ended December 31, 2024
as we acquired Enovum in the fourth quarter of 2024.

Depreciation and amortization expenses

For the years ended December 31, 2025 and 2024,
depreciation and amortization expenses were $23.4 million and $16.5 million, respectively, based on an estimated useful life
of property, plant, and equipment and intangible assets. The increase in depreciation and amortization expenses is attributable to additional
assets placed in service in 2025, specifically cloud equipment, resulting in higher expense being recognized.

Effective January 1, 2025, we changed our
estimate of the useful lives for our cloud service equipment from three to five years. The change was made to better reflect the
expected usage patterns and economic benefits of the assets. Refer to Note 2. Summary of Significant Accounting Policies to
our consolidated financial statements.

General and administrative expenses

For the year ended December 31, 2025, our general
and administrative expenses, totaling $52.5 million, were primarily comprised of share-based compensation expenses of $14.0 million,
salary and bonus expenses of $6.9 million, professional and consulting expenses of $20.6 million, other expenses of $6.3 million,
commission expenses of $1.2 million, marketing expenses of $2.2 million, and travel expenses of $0.7 million.

For the year ended December 31, 2024, our general
and administrative expenses, totaling $10.3 million, were primarily comprised of share-based compensation expenses of $3.2 million,
salary and bonus expenses of $2.1 million, professional and consulting expenses of $2.1 million, commission expense of $1.1 million, marketing
expenses of $0.8 million, and travel expenses of $0.3 million. 

The General and administrative expenses during the year ended December
31, 2025 was significantly higher compared to the year ended December 31, 2024 primarily attributable to higher share-based compensation
expenses. In addition, salary and bonus expenses increased due to additional employees hired following the IPO. Professional and consulting
fees were also higher, reflecting RSUs granted to consultants and consulting costs charged by Bit Digital to WhiteFiber per the TSA agreement.
The increase further included start-up and development costs. These increases reflect the Company’s expanded operations and personnel
base following the IPO and continued investment in infrastructure and technology development.

Income tax expenses

The following table provides details of income
taxes:

For the Year Ended

December 31,

2025

2024

(Loss) income before income taxes

$

(25,768,370

)

$

2,244,019

Provision for (Benefit from) income taxes

$

(1,085,832

)

$

874,177

Effective tax rate

4.2

%

39.0

%

80

Tax expense was decreased by $2.0M or 34.7% lower
as a percentage of income before taxes during the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily
due to the overall loss, mix of earnings in the jurisdictions where we have major operations and no GILTI inclusion in 2025.

Our future effective income tax rate depends on
various factors, such as tax legislation, the geographic composition of our pre-tax income, the amount of our pre-tax income as business
activities fluctuate, non-deductible expenses, non-taxable capital gain in certain jurisdiction, change of valuation allowance and the
effectiveness of our tax planning strategies. The Organisation for Economic Co-operation and Development (“OECD”) has introduced
a global minimum tax framework (“Pillar Two”) that generally applies to multinational enterprise groups with consolidated
annual revenues of €750 million or more and is intended to ensure a minimum effective tax rate of 15% in each jurisdiction in which
such groups operate. Certain jurisdictions have enacted, or are considering enacting, legislation implementing these rules. Based on the
Company’s current consolidated revenue, for the year ended December 31, 2025, the Company is not within the scope of the Pillar
Two rules. However, the Company continues to monitor developments related to the implementation of these rules, and future growth or changes
in the Company’s operations could result in the Company becoming subject to Pillar Two in future periods.

For more details on the Company’s tax profile, see Note 13. Income
Taxes to our consolidated financial statements.

Discussion of Certain Balance Sheet Items as
of December 31, 2025 and December 31, 2024

The following table sets forth selected information
from our consolidated balance sheets as of December 31, 2025 and December 31, 2024. This information should be read together with
our consolidated financial statements and related notes included elsewhere in this report.

December 31,

2025

December 31,

2024

Variance in

Amount

ASSETS

Current Assets

Cash and cash equivalents

$

114,441,279

$

11,671,984

$

102,769,295

Restricted cash

3,856,819

3,732,792

124,027

Accounts receivable, net

23,921,591

5,267,863

18,653,728

Net investment in lease – current, net

4,260,877

2,546,519

1,714,358

Other current assets, net

21,269,431

23,285,682

(2,016,251

)

Total Current Assets

167,749,997

46,504,840

121,245,157

Non-current assets

Deposits for property, plant, and equipment

52,738,419

35,743,011

16,995,408

Property, plant, and equipment, net

336,638,607

89,203,483

247,435,124

Goodwill

20,145,663

19,383,291

762,372

Intangible assets, net

12,820,574

13,028,730

(208,156

)

Right-of-use assets

24,176,446

14,544,118

9,632,328

Net investment in lease - non-current, net

9,686,949

6,782,479

2,904,470

Investment security

1,000,000

1,000,000

-

Deferred tax assets

2,594,430

104,642

2,489,788

Other non-current assets, net

23,801,113

2,838,269

20,962,844

Total Non-Current Assets

483,602,201

182,628,023

300,974,178

Total Assets

$

651,352,198

$

229,132,863

$

422,219,335

LIABILITIES

Current Liabilities

Accounts payable

$

8,100,894

$

2,346,510

$

5,754,384

Current portion of deferred revenue

7,997,054

30,698,458

(22,701,404

)

Current portion of lease liabilities

18,119,325

4,372,544

13,746,781

Income tax payable

217

985,191

(984,974

)

Other payables and accrued liabilities

48,308,052

7,357,839

40,950,213

Total Current Liabilities

82,525,542

45,760,542

36,765,000

Non-current portion of lease liabilities

5,276,703

9,010,577

(3,733,874

)

Non-current portion of deferred revenue

71,554,398

73,494

71,480,904

Deferred tax liabilities

5,698,918

3,776,124

1,922,794

Other long-term liabilities

-

785,371

(785,371

)

Amounts due to related parties

3,832,597

-

3,832,597

Total Non-Current Liabilities

86,362,616

13,645,566

72,717,050

Total Liabilities

$

168,888,158

$

59,406,108

$

109,482,050

81

Cash and cash equivalents

Cash and cash equivalents primarily consist of funds deposited with
banks, which are highly liquid and are unrestricted to withdrawal or use. The total balance of cash and cash equivalents were $114.4 million
and $11.7 million as of December 31, 2025 and December 31, 2024, respectively. The increase in the balance of cash and cash
equivalents was a result of net cash of $323.8 million provided by financing activities and net cash of $45.7 million provided by
operating activities offset by net cash of $267.3 million used in investing activities.

Restricted cash

Restricted cash represents cash balances that
support an outstanding letter of credit to third parties related to security deposits and are restricted from withdrawal. As of December
31, 2025 and December 31, 2024, the fixed maximum amount guaranteed under the letter of credit was $3.9 million and $3.7 million,
respectively.

Accounts receivable, net

Accounts receivable, net consists of amounts due
from our customers. The total balance of accounts receivable, net was $23.9 million and $5.3 million as of December 31, 2025
and December 31, 2024, respectively. The increase in the balance of accounts receivable is attributable to unpaid invoices from our
customers due to the timing of invoicing and cash collections.

Net investment in lease, net

Net investment in lease, net represents the present
value of the lease payments not yet received from lessees. The current and non-current balance of net investment in lease was $4.3 million
and $9.7 million, respectively as of December 31, 2025 due to sales-type lease agreements as a lessor for its cloud service equipment.
The current and non-current balance of net investment in lease was $2.5 million and $6.8 million, respectively as of December 31,
2024. The increase is attributable to three new sales-types leases entered into during 2025.

Other current assets, net

Other current assets, net were $21.3 million
and $23.3 million as of December 31, 2025 and December 31, 2024, respectively. The decrease in the balance of other current
assets was mainly attributable to a decrease in prepayment to third parties of $6.6 million, partially offset by an increase funds
held in escrow of $4.0 million and an increase in deferred contract costs of $1.2 million.

Deposits for property, plant, and equipment

The deposits for property, plant, and equipment
consists of advance payments for property, plant and equipment. The balance is derecognized once the control of the property, plant, and
equipment is transferred to and obtained by us.

Compared with December 31, 2024, the balance
as of December 31, 2025 increased by $17 million, mainly due to deposits made for property, plant and equipment of $138.0 million
offset by the reclassification to property, plant and equipment of $121.0 million as equipment was received and placed into service.

82

Property, plant, and equipment, net

Property, plant, and equipment primarily consist
of service equipment used in our Cloud services and Colocation businesses, internally developed software used in our Cloud services business,
and construction in progress (“CIP”) representing assets received but not yet put into service in our Cloud services and Colocation
businesses.

As of December 31, 2025, the Cloud service equipment
and internally developed software had a net book value of $114.1 million. As of December 31, 2024, the Cloud equipment and internally
developed software had a net book value of $47.7 million. Compared with December 31, 2024, the balance as of December 31, 2025
increased by $66.4 million, mainly due to the reclassification of property and equipment of $91.1 million from deposits for
property, plant and equipment and costs capitalized for internally developed software of $4.1 million, offset by increase in accumulated
depreciation of $21 million and reclassification of servers and network equipment of $7.9 million to net investment in leases upon commencement
of leases of this equipment to customers.

As of December 31, 2025, the Colocation service
equipment had a net book value of $65.5 million. As of December 31, 2024, the Colocation service equipment had a net book value
of $16.9 million. Compared with December 31, 2024, the balance as of December 31, 2025 increased by $48.6 million, mainly due
to development costs incurred for the construction of MTL-3 in Montreal of $47.0 million and infrastructure costs incurred for MTL-1 in
Montreal of $3.0 million offset, in part, by increase in accumulated depreciation of $1.4 million.

As of December 31, 2025, CIP assets related to our Cloud business was
$9.6 million, compared to $nil as of December 31, 2024. The increase was primarily attributable to GPU servers received in late December
2025 that had not yet been installed and placed into service as of December 31, 2025.

As of December 31, 2025, the CIP assets in our
Colocation business had a book value of $157.0 million. As of December 31, 2024, the construction in progress in our Colocation business
had a book value of $24.6 million. Compared with December 31, 2024, the balance as of December 31, 2025 increased by $132.4 million
mainly due to the real estate acquisition of $45.0 million in North Carolina as well as development costs incurred thereafter of $75.1
million for the construction of NC-1 facility during the fourth quarter attributable to the agreement with Nscale.

Lease right-of-use assets and lease liabilities

As of December 31, 2025, right-of-use assets and
lease liabilities were $24.2 million and $23.4 million, respectively. As of December 31, 2024, the Company’s right-of-use
assets and lease liabilities were $14.5 million and $13.4 million, respectively.

The increase in right-of-use assets of $9.6 million was due to
the addition of a finance lease of $12.7 million for MTL-3 and $1.5 million for other operating leases, partially offset by the amortization
of the right-of-use assets totaling $4.7 million for the year ended December 31, 2025.

The increase in lease liabilities of $10.0 million, was due to
the addition of a finance lease of $13.0 million for MTL-3, and $1.5 million for other operating leases as well as increase in interest
accrued on lease liabilities of $2.2 million offset by the lease payments totaling $6.8 million for the year ended December 31, 2025.

Other non-current assets, net

Other non-current assets, net were $23.8 million as of December 31,
2025, compared to $2.8 million as of December 31, 2024, an increase of $21.0 million. The increase was primarily due to $22.0 million
of deferred contract costs related to commission fees incurred in connection with the execution of the MSA with Nscale.

83

Goodwill

Goodwill represents the excess of the purchase price over the fair
value of the net assets acquired in relation of in Enovum acquisition. Refer to Note 12. Goodwill And Intangible Assets to
our consolidated financial statements for further information. As of December 31, 2025 and December 31, 2024, the Company recorded
goodwill in the amount of $20.1 million and $19.4 million, respectively, with the change attributable to foreign currency translation
adjustments.

Intangible Assets, net

Intangible assets pertain to customer relationships acquired in connection
with the acquisition of Enovum. Refer to Note 12. Goodwill and Intangible Assets to our consolidated financial statements
for further information. As of December 31, 2025 and December 31, 2024, the total balance of intangible assets was $12.8 million
and $13.0 million, respectively.

Accounts payable

Accounts payable primarily consists of amounts
due for costs related to HPC services. Compared with December 31, 2024, the balance of accounts payable increased by $5.8 million
in the year ended December 31, 2025, largely due to the unpaid bills for our cloud services in the year ended December 31, 2025.

Deferred revenue

As of December 31, 2025, the Company’s current and non-current
portion of deferred revenue was $8.0 million and $71.6 million, respectively, compared to $30.7 million and $73,494, respectively,
as of December 31, 2024. The increase in deferred revenue of $48.8 million reflects the recognition of $26.5 million in
revenue related to the successful fulfillment of performance obligations from our HPC services, partially offset by $4.7 million
prepayments from customers for HPC services to be rendered in the future, and $70.6 million in a prepayment from Nscale pursuant to the
MSA entered into in November 2025.

Other payables and accrued liabilities

Other payables and accrued liabilities were $48.3 million as of December
31, 2025, compared to $7.4 million as of December 31, 2024, an increase of $41.0 million. The increase was primarily due to a $26.6 million
increase in payables related to construction in progress associated with development work at the NC-1 facility, reflecting increased construction
activity during the period, and a $13.7 million increase in commissions payable to real estate brokers in connection with the Nscale MSA.

Non-GAAP Financial Measures

In addition to consolidated U.S. GAAP financial
measures, we consistently evaluate our use of and calculation of the non-GAAP financial measures, such as EBITDA and Adjusted EBITDA. These
non-GAAP financial measures have not been calculated in accordance with GAAP and should be considered in addition to results prepared
in accordance with GAAP and should not be considered as a substitute for, or superior to, GAAP results. In addition, EBITDA and Adjusted
EBITDA should not be construed as indicators of our operating performance, liquidity or cash flows generated by operating, investing and
financing activities, as there may be significant factors or trends that they fail to address. We caution investors that non-GAAP financial
information, by its nature, departs from traditional accounting conventions. Therefore, its use can make it difficult to compare our current
results with our results from other reporting periods and with the results of other companies.

84

EBITDA is computed as net income before interest,
taxes, depreciation, and amortization. Adjusted EBITDA is a financial measure defined as our EBITDA adjusted to eliminate the effects
of certain non-cash and/or non-recurring items that do not reflect our ongoing strategic business operations, which management believes
results in a performance measurement that represents a key indicator of the Company’s core business operations. The adjustments
currently include non-cash expenses such as share-based compensation expenses.

We believe Adjusted EBITDA can be an important
financial measure because it allows management, investors, and our board of directors to evaluate and compare our operating results, including
our return on capital and operating efficiencies, from period-to-period by making such adjustments.

Adjusted EBITDA is provided in addition to and
should not be considered to be a substitute for, or superior to net income, the comparable measures under U.S. GAAP. Further,
Adjusted EBITDA should not be considered as an alternative to revenue growth, net income, diluted earnings per share or any other performance
measure derived in accordance with U.S. GAAP, or as an alternative to cash flow from operating activities as a measure of our liquidity.
Adjusted EBITDA has limitations as an analytical tool, and you should not consider such measures either in isolation or as substitutes
for analyzing our results as reported under U.S. GAAP.

Reconciliations of Adjusted EBITDA to the most
comparable U.S. GAAP financial metric for the years ended December 31, 2025 and 2024 are presented in the table below:

For the Years Ended

December 31,

2025

2024

Reconciliation of non-GAAP income (loss) from operations:

Net (loss) income

$

(24,682,538

)

$

1,369,842

Depreciation and amortization expenses

23,440,884

16,511,406

Interest expense

3,516

-

Income tax (benefits) expenses

(1,085,832

)

874,177

EBITDA

(2,323,970

)

18,755,425

Adjustments:

Net loss from disposal of property, plant and equipment

372,993

-

Share-based compensation expenses

19,246,208

3,170,697

Adjusted EBITDA

$

17,295,231

$

21,926,122

Liquidity and capital resources

As of December 31, 2025, our principal sources
of liquidity were cash and cash equivalents of $114.4 million, and accounts receivable, net of $24.0 million.

As of December 31, 2025, we had working capital
of $85.2 million as compared with working capital of $0.7 million as of December 31, 2024. Working capital is the difference between the
Company’s current assets and current liabilities.

Prior to the Reorganization, as part of Bit Digital,
the Company relied on Bit Digital to meet its working capital and financing requirements prior to generating revenue. We had primarily
funded our operations through operating cash flows and equity financing provided by Bit Digital via public and private securities offerings
of Bit Digital’s ordinary shares.

Following the Reorganization, our capital structure
and sources of liquidity changed from our historical capital structure because we are no longer participating in Bit Digital’s cash
management process. The Company’s ability to fund its operating needs in the future will depend on the ongoing ability to generate
positive cash flow from our operations and raise capital in the capital markets on our own. Based upon our history of generating strong
cash flows, we believe that we will be able to meet our short-term liquidity needs.

85

In January 2026, we issued
$230.0 million aggregate principal amount of 4.50% convertible senior notes due 2031, resulting in net proceeds of approximately $102.5
million after deducting the Zero Strike Call Premium, initial purchasers’ discounts and estimated offering expenses. The issuance
enhances our liquidity and provides additional capital to fund upcoming development projects, including construction activities and other
strategic growth initiatives.

The Notes bear interest at 4.50% per annum, payable
semiannually beginning August 1, 2026, and mature on February 1, 2031, unless earlier converted, redeemed, or repurchased. The Notes increase
our long-term indebtedness and will require annual cash interest payments of approximately $10.4 million.

WhiteFiber Iceland ehf., a subsidiary of the Company, entered into
a secured term loan facility with Landsbankinn hf. in March 2026, providing up to $20 million of available borrowings. The facility bears
interest at a floating rate per annum equal to the sum of (i) three month CME Term SOFR (or any successor benchmark), and (ii) an applicable
margin of 4.25% per annum and has an initial two-year term, extendable up to four years. The loan is guaranteed by WhiteFiber, Inc. and
WhiteFiber AI, Inc.

The Facility allows for up to two drawdowns (minimum $5 million each),
with quarterly principal repayments beginning three months after initial borrowing. As of the issuance date of the financial statements,
no amounts have been drawn under the facility. The Facility is secured by first-ranking security over (i) 100% of the Company’s
shareholding in WhiteFiber Iceland ehf., (ii) designated assets (including GPU servers, CPU servers, IB switches and equipment accessories)
at the date of the agreement, and (iii) material assets acquired thereafter (to be secured within 60 days), in each case until all obligations
are fully satisfied.

We believe that our cash on hand and anticipated
cash from operations, together with the net proceeds from our IPO as well as the Notes, will be sufficient to finance our operations for
at least the next twelve months from the date of this report. However, there can be no assurance that we will not require additional
financing or that future financing can obtain these funds on acceptable terms or at all or that we can maintain or increase our current
revenues.

Our future capital requirements
will depend on many factors, including the revenue growth rate, the success of future product development and capital investment required,
and the timing and extent of spending to support further sales and marketing and research and development efforts. In addition, we expect
to incur additional costs as a result of operating as a public company. In the event that additional financing is required from outside
sources, we cannot be sure that any additional financing will be available to us on acceptable terms if at all. If we are unable to raise
additional capital when desired, our business, operating results, and financial condition could be adversely affected.

Cash flows

For the Years Ended

December 31,

2025

2024

Net Cash Provided in Operating Activities

$

45,655,356

$

18,749,568

Net Cash (Used in) Investing Activity

(267,250,549

)

(80,026,998

)

Net Cash Provided by Financing Activity

323,765,353

76,437,919

Net increase in cash, cash equivalents and restricted cash

102,170,160

15,160,489

Effect of exchange rate changes on cash, cash equivalents and restricted cash

723,162

(408,279

)

Cash, cash equivalents and restricted cash, beginning of year

15,404,776

652,566

Cash, cash equivalents and restricted cash, end of year

$

118,298,098

$

15,404,776

Operating Activities

Net cash used in operating activities was $45.7 million for the
year ended December 31, 2025, derived mainly from (i) a net loss of $24.7 million for the year ended December 31, 2025 adjusted
for depreciation and amortization expenses of property, plant and equipment of $23.4 million as well as share-based compensation of $16.9
million and (ii) net changes in our operating assets and liabilities, principally comprising of an increase in right-of-use assets
of $4.6 million, an increase in accounts receivable of $18.8 million, an increase in net investment in lease of $3.3 million,
an increase in other assets of $18.9 million, an increase in accounts payable of $5.6 million, an increase in other payables and accrued
liabilities of $14.5 million, net increase in deferred revenue of $48.7 million, an increase in lease liability of $4.1 million, and an
increase in amounts due to related parties of $3.2 million.

Net cash provided from our operating activities was $18.7 million for
the year ended December 31, 2024, derived mainly from (i) a net income of $1.4 million for the year ended December 31, 2024 adjusted for
depreciation expenses of property, plant and equipment of $16.5 million and (ii) net changes in our operating assets and liabilities,
principally comprising of an increase in right-of-use assets of $2.7 million, an increase in accounts receivable of $4.7 million, a decrease
in net investment in lease of $4.8 million, an increase in other assets of $5.3 million, a decrease in other payables and accrued liabilities
of $1.7 million, a decrease in other long-term liabilities of $1.1 million, an increase in deferred revenue of $17.2 million and an increase
in lease liability of $2.7 million.

86

Investing Activities

Net cash used in investing activities was $267.3 million for the
year ended December 31, 2025, attributable to purchases of and deposits made for property, plant, and equipment of $268.4 million, partially
offset by proceeds from disposal of property, plant and equipment of $1.2 million.

Net cash used in investing activities was $80.0
million for the year ended December 31, 2024, primarily attributable to purchases of and deposits made for property and equipment of $79.0
million and investment in a SAFE of $1.0 million.

Financing Activities

Net cash provided by financing activities was $323.8 million for
the year ended December 31, 2025, attributable to net transfers from parent of $157.4 million, $144.3 million proceeds from issuance of
ordinary shares at initial public offering and $22.2 million proceeds from issuance of ordinary shares at the exercise of the over-allotment
option.

Net cash provided by financing activities was $76.4 million for the
year ended December 31, 2024, attributable to net transfers from parent.

Royal Bank of Canada Credit Facility

On June 18, 2025, the Company
entered into the Credit Facility with RBC, to finance its data centers business. The Credit Facility provides up to CAD $60 million (approximately
USD $43.8) in aggregate financing. Proceeds will be used to support the continued buildout of the Company’s HPC data center portfolio.
As of the reporting date, the facility had not yet been authorized for use, as the Company and RBC are negotiating amendments to the existing
agreement, including a potential additional non-revolving term loan of up to CAD $55 million (approximately USD $39.5 million). Of this
amount, CAD $24.5 million (approximately USD $17.9 million) will be used to purchase the MTL-3 facility.

Off-Balance Sheet Arrangements

During the periods presented, we did not have
any off-balance sheet arrangements.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results
of operations are based upon our consolidated financial statements. These financial statements are prepared in accordance with U.S. GAAP,
which requires the Company to make estimates and assumptions that affect the reported amounts of our assets, liabilities, revenues, and
expenses, to disclose contingent assets and liabilities on the dates of the consolidated financial statements, and to disclose the reported
amounts of revenues and expenses incurred during the financial reporting periods. The most significant estimates and assumptions include,
but are not limited to, the valuation of current assets, useful lives of property, plant, and equipment, impairment of long-lived assets,
intangible assets and goodwill, valuation of assets and liabilities acquired in business combinations, provision necessary for contingent
liabilities and realization of deferred tax assets. We continue to evaluate these estimates and assumptions that we believe to be reasonable
under the circumstances. We rely on these evaluations as the basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. Since the use of estimates is an integral component of the financial reporting process,
actual results could differ from those estimates as a result of changes in our estimates. Some of our accounting policies require higher
degrees of judgment than others in their application. We believe critical accounting policies as disclosed in this release reflect the
more significant judgments and estimates used in preparation of our consolidated financial statements. For a summary of significant accounting
policies, refer to Note 2. Summary of Significant Accounting Policies in our Notes to consolidated financial statements included
elsewhere herein.

87

Recently Issued Accounting Pronouncements

There have been no recently issued accounting
pronouncements that have had, or are expected to have, a material impact on our results of operations, financial position and/or cash
flows.

Emerging Growth Company Status

We are an “emerging growth company,”
as defined in the JOBS Act, enacted in April 2012. We intend to take advantage of certain exemptions under the JOBS Act from various
public company reporting requirements, including not being required to have our internal control over financial reporting audited by our
independent registered public accounting firm pursuant to Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations
regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding
advisory vote on executive compensation and any golden parachute payments not previously approved. In addition, an emerging growth company
can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging
growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.
We have elected to avail ourselves of this provision of the JOBS Act. As a result, we will not be subject to new or revised accounting
standards at the same time as other public companies that are not emerging growth companies. Therefore, our consolidated financial statements
may not be comparable to those of companies that comply with new or revised accounting pronouncements as of public company effective dates.

We will remain an emerging growth company and may take advantage of
these exemptions until the earliest of: (i) the last day of the fiscal year following the fifth anniversary of the consummation
of our IPO; (ii) the last day of the fiscal year in which we have total annual gross revenue of at least $1.235 billion;
(iii) the last day of the fiscal year in which we are deemed to be a “large accelerated filer” as defined in Rule 12b-2
under the Exchange Act which would occur if the market value of our Ordinary Shares held by non-affiliates exceeded $700.0 million
as of the last business day of the second fiscal quarter of such year; or (iv) the date on which we have issued more than $1.0 billion
in non-convertible debt securities during the prior three-year period.