AIxCrypto Holdings, Inc.

This Current Report on Form 8-K contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements include statements regarding the Proposed Transaction; its proposed structure, valuation and consideration price; the indicative Company Valuation; the Special Stock Dividend; the internal restructuring; the negotiation and execution of the Definitive Agreement and other ancillary agreements; required corporate, Nasdaq, regulatory and third-party approvals; the Concurrent PIPE; and the anticipated timing and effectiveness of the Name Change and Symbol Change. Forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially.

These risks and uncertainties include, among others, the possibility that the parties may not enter into the Definitive Agreement or may change the terms or structure of the Proposed Transaction; the possibility that the Special Committee or the Board may not approve or proceed with the Proposed Transaction; conflicts of interest arising from FFAI’s status as the Company’s majority stockholder; the inability to complete the internal restructuring or required financial statements on the anticipated terms or timing; failure to obtain required corporate, Nasdaq, regulatory or third-party approvals; failure to satisfy closing conditions; the inability to complete the Concurrent PIPE; disruption to the Company’s or the Robotics Business’s operations from the announcement or pendency of the Proposed Transaction; the costs of the Proposed Transaction; integration risks; dilution resulting from the proposed equity consideration; the Company’s liquidity and need for additional capital; and the other risks described in the Company’s filings with the Securities and Exchange Commission, including under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and subsequent filings. Forward-looking statements speak only as of the date of this report. Except as required by law, the Company undertakes no obligation to update them.

Item 9.01. Financial Statements and Exhibits.