Transaction Structured at 100 Million EVTV Shares Reflects Significant Growth Since Original $480 Million LOI, Following Six Months of Operational Collaboration, Customer Deposits, and Initial Hardware Deliveries

NEWPORT BEACH, Calif., May 20, 2026 /PRNewswire/ -- AZIO AI Corp. ("AZIO AI" or the "Company"), a developer of next-generation artificial intelligence infrastructure and power-integrated data center solutions, today 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, during which both organizations continued advancing AI infrastructure operations designed to support growing domestic demand for compute capacity and power availability across the United States.

The transaction represents a significant strategic transformation for EVTV as the Company positions itself within one of the fastest-growing segments of the global technology market, including artificial intelligence infrastructure, compute deployment, domestic data center expansion, and power-supported AI operations.

The definitive merger agreement follows the parties' previously announced Letter of Intent ("LOI"), originally structured at a $480 million 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.

Since the original $480 million valuation established under the parties' previously announced LOI, 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 $118 million and the successful 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 the Company's broader AI infrastructure strategy.

Management believes these developments, alongside continued infrastructure deployment activities and expanding commercial discussions, provide increasing visibility into potential future revenue opportunities and reinforce confidence in the combined platform's long-term AI infrastructure and compute expansion strategy.

Operational and Site Update

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.

Management believes EVTV's access to available power capacity positions the combined platform favorably at a time when many AI infrastructure operators continue facing power availability constraints across the domestic compute market.

Revenue Model

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.

Management stated that discussions with prospective compute customers and infrastructure counterparties remain ongoing as deployment activities continue advancing.

Valuation and Transaction Structure

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 $750 million valuation for AZIO AI and the related strategic infrastructure assets contemplated under the transaction structure, representing significant growth from the original $480 million valuation established under the LOI approximately six months earlier.

Management believes the valuation increase reflects operational developments achieved during the post-LOI period, including:

Receipt of approximately $118 million in customer deposits associated with the initial infrastructure order;
Commencement of hardware deliveries under that program, including delivery of the first eight server racks;
Execution of a memorandum of understanding relating to GB200-based AI infrastructure opportunities; and
Confirmation of available power capacity at the Company's existing site, including approximately 11 MW currently ascertained and additional same-site expansion capacity under ongoing negotiation.

The definitive transaction structure contemplates consideration consisting of 100 million shares of EVTV common stock and has been approved by the boards of directors of both EVTV and AZIO AI.

Leadership

Following completion of the transaction:

Chris Young is expected to serve as Chief Executive Officer and Chairman 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.

Near-Term Milestones

Following execution of the definitive agreement, the combined company's near-term operational priorities include:

Preparation and filing of a Form S-4 registration statement with the U.S. Securities and Exchange Commission;
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.

Management Commentary

"Over the last six months, both organizations continued advancing infrastructure deployment activities, customer onboarding efforts, and transaction execution initiatives," said Elgin Tracy, COO of EVTV. "Execution of the definitive merger agreement, supported by an independent third-party fairness opinion, represents a major strategic milestone for the combined company as we continue advancing domestic AI infrastructure deployment and long-term compute expansion initiatives."

Closing Conditions

The Company anticipates filing a registration statement on Form S-4 with the U.S. Securities and Exchange Commission relating to the transaction. Completion of the transaction remains subject primarily to SEC review and effectiveness of the Form S-4 registration statement and shareholder approval.

About Envirotech Vehicles, Inc.

Envirotech Vehicles, Inc. (NASDAQ:EVTV) is a technology-focused company pursuing strategic initiatives designed to enhance long-term shareholder value through platform transformation, operational realignment, and selective acquisitions.

About AZIO AI

AZIO AI is an artificial intelligence infrastructure company focused on the sale and distribution of GPUs and server racks, co-development of AI data center capacity in domestic and international markets, and operation of compute and bitcoin mining systems.

Forward-Looking Statements

This press release contains statements that do not relate to historical facts but are "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements can generally (although not always) be identified by their use of terms and phrases such as anticipate, appear, believe, continue, could, estimate, expect, indicate, intend, may, plan, possible, predict, project, pursue, will, would and other similar terms and phrases, as well as the use of the future tense. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on current beliefs, expectations and assumptions regarding the future of the business of the Company, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Forward-looking statements in this press release speak only as of the date hereof. Unless otherwise required by law, we undertake no obligation to publicly update or revise these forward-looking statements, whether because of new information, future events or otherwise.

Media Contact

Phoenix MGMT & Consulting

Press@PhoenixMGMTConsulting.com

888-228-0122

View original content to download multimedia:https://www.prnewswire.com/news-releases/azio-ai-executes-definitive-merger-agreement-with-envirotech-vehicles-inc-nasdaq-evtv-at-750-million-valuation-supported-by-independent-third-party-fairness-opinion-302777499.html

SOURCE Azio AI Corporation

AZIO AI Executes Definitive Merger Agreement with Envirotech Vehicles, Inc. (NASDAQ: EVTV) at $750 Million Valuation Supported by Independent Third-Party Fairness Opinion