Core Viewpoint - Envirotech Vehicles, Inc. (EVTV) is addressing a Nasdaq compliance matter that is procedural and administrative, not affecting its operational performance or strategic initiatives with AZIO AI [2][3][4]. Group 1: Nasdaq Compliance Matter - The compliance issue is related to the completion of routine annual proxy items following the annual meeting, with a substantial portion of votes already received [2]. - EVTV is actively soliciting the remaining votes needed to satisfy quorum and conclude the meeting in accordance with Nasdaq requirements [2][3]. - This matter does not impact the company's ongoing operations or growth initiatives, and the proxy process is expected to be completed in the ordinary course [3][7]. Group 2: Strategic Execution with AZIO AI - The company is executing under a defined transaction and operational framework with AZIO AI, focusing on scalable AI infrastructure and next-generation mobility solutions [5]. - The alignment with AZIO AI is viewed as a significant strategic opportunity, with a focus on disciplined execution and building durable shareholder value [6]. - Any potential merger or business combination with AZIO AI will require a separate shareholder vote, which will be conducted in compliance with applicable laws and regulations [4].

Core Viewpoint - Envirotech Vehicles, Inc. (EVTV) has entered into an Amended and Restated Letter of Intent (LOI) with AZIO AI Corporation for a merger transaction, with a proposed acquisition price of $3.00 per share, subject to independent third-party valuation [1][6]. Transaction Framework - The LOI establishes a framework for AZIO AI to become a wholly owned subsidiary of EVTV, indicating a potential strategic transformation for EVTV towards advanced artificial intelligence infrastructure and high-performance computing [3]. - The transaction is structured as a statutory merger, where a newly formed subsidiary of EVTV will merge into AZIO AI, with AZIO AI continuing as the surviving entity [4]. Shareholder Considerations - AZIO AI shareholders are expected to receive equity consideration in EVTV equity securities, with the final structure and allocation to be determined in the definitive agreement [5]. - The LOI assumes an enterprise value for AZIO AI of $480 million, with an agreed reference value of $3.00 per share of EVTV common stock [6]. Leadership Changes - Upon completion of the merger, Chris Young, the CEO of AZIO AI, is expected to be appointed as the CEO of EVTV [7]. Strategic Intent - The transaction reflects a disciplined approach to advancing EVTV's strategic evolution, aligning the company with a scaled AI infrastructure platform and an experienced technology leadership team [8].