# NUAI TCDC v2.7.1 — correction, source and QA register

**Correction package date: October 12, 2026 UTC. Financial valuation/source vintage: October 8, 2026.**

This front section supersedes the correction, QA and preparation-status statements in the preserved original register below. The original register remains historical v2.7 evidence; it does not certify the corrected workbook. Publication of the one-cell correction and related release-file reconciliation was authorized on 2026-10-12T22:59:17Z. Authorization is distinct from a completed production deployment.

## Approved correction and identity

| Item | Original v2.7 | Corrected v2.7.1 |
|---|---|---|
| Workbook cell | `27 Funding!C70` | `27 Funding!C70` |
| Formula | `=MIN('27 Project2'!AO8:AO367)` | `=MIN('27 Project1'!AO8:AO367)` |
| Cached minimum Phase 1 DSCR | 1.9648773773840282x (incorrect Phase 2 reference) | 1.9591160772698275x |
| Workbook SHA-256 | `40467d26c64f032e83a244508a2239cb0ae001f6ed2e7a3873bda63183cd9ea0` | `70fdac8c4b5a3e763fe6ae1dc3304787d2bb5f4a8ee0258fd31626a7fb61bc1d` |

Only this formula and cached value change in the workbook. The only changed ZIP-entry payload is `xl/worksheets/sheet115.xml`; every other payload, including all 111 archived worksheet parts, is byte-identical. Internal v2.7 labels remain deliberately unchanged. The original six v2.7 deliverables are preserved. The source-generator companion changes a substring test matching both sheets’ `27` prefix into an exact comparison with `27 Project2`.

The selected case still returns **$6.682453019881236 per original share**, with economic feasibility 1 and executed-capital status 0. The selected Phase 1 covenant remains 1.10x. No project cash flow, tax assumption, financing contract, scenario ranking, ownership assumption, share input, original-holder valuation or research cutoff was refreshed. The financial engine’s equivalent result is $6.682453019884312; its approximately 3.076e-12 per-share difference from the saved workbook is numerical tolerance, not a valuation revision.

## Correction verification — separate from original QA

| Check performed for this correction | Result and limit |
|---|---|
| Original and corrected ZIP/XML comparison | Exactly one changed worksheet payload and one changed cell; all other payloads identical. ZIP CRC and XML parsing pass. |
| Saved monthly coverage reconstruction | 720/720 Phase 1 and Phase 2 coverage values reconstructed from saved cash-flow inputs. This is not a complete recalculation of upstream schedules. |
| Cold financial-engine replay | Eight saved selectable contracts reproduced their original feasibility and original-holder PV results. These are engine reruns, not eight live corrected-workbook selector tests. |
| Exact gate/display formula regression | Eight tests passed in ArtifactTool 2.8.93 using 10 actual formulas and 1,476 saved numeric upstream inputs. Baseline, separate Phase 1/2 thresholds and tolerance boundaries are covered. |
| Asymmetric Phase 1 covenant counterexample | At 1.962x, old C70 falsely passes using Phase 2 coverage; corrected C70 and a separate full engine case fail Phase 1 ongoing DSCR. Underlying raw PV is unchanged, but the failing package has no feasible funded value. |
| Full corrected-workbook recalculation | **Not performed.** No full corrected-XLSX or upstream-schedule recalculation in ArtifactTool, native Microsoft Excel or LibreOffice is claimed. |
| Historical whole-workbook and optimizer QA | Original v2.7 evidence remains bound to original hash `40467d26c64f032e83a244508a2239cb0ae001f6ed2e7a3873bda63183cd9ea0` and is not reclassified as v2.7.1 full-workbook validation. |

The bounded formula probe initially omitted the corrected Phase 1 input range because its dependency extraction followed the original erroneous formula. This probe-construction error returned #REF in corrected variants; adding the 360 Phase 1 saved coverage inputs resolved it, and all eight regressions then passed. That diagnostic failure did not affect either workbook’s bytes. A clearly labeled summary is retained in the private correction evidence.

## Provenance, dates and continuing limitations

The unchanged financial capture is `runner/results/dashboard.json`, SHA-256 `c9ecfb57f8ad9d7a8f4f8128fbf1b8e3e4c5a97432ea6034ddaa461cdaa9c389`. Its 805-case search and original 84 engine tests remain historical evidence; the correction did not rerun the optimizer or restate those totals. The original source register is SHA-256 `428ad3d847467e76b6387a92c50ea27f2f8fcd62600c446808eed081ba91703f`, and the original file manifest is SHA-256 `afa2976be4e6d8aa1fa64e2ec83967c57e0e5ec2cbd68dda6a9cd3bb671edbe2`.

The original PDFs retain their October 12 UTC dates and original pages. Their creation metadata is October 12 at 01:53:18 UTC (October 11 at 18:53:18 Pacific), earlier than the original register’s stated October 11 end-of-day Pacific statutory research cutoff. This correction does **not** certify exhaustive coverage through that end-of-day period. The recorded research date is preserved as historical provenance, not newly asserted coverage. The model’s financial cutoff remains October 8 and October 9–11 company-filing coverage remains incomplete.

No verified complete executed financing package is established. All original future-common-call, repayment, ownership, tax, delivery, collateral, power, exit and underwriting limitations continue to apply. The selected valuation is conditional research, not a current share-price forecast. A failing financing package is not a zero-dollar stock-price prediction.

The corrected public manifest identifies the four other public deliverables and the preserved original source inventory. Its own hash is bound by the external release registry. Reproduction uses the unchanged original private v2.7 archive plus the private v2.7.1 correction companion; neither archive is a public download. The companion contains the narrow patch, proposed generator correction and correction QA evidence. It preserves review-stage labels in historical evidence and separately records subsequent authorization.

---

## Preserved original v2.7 register — historical text

The historical text follows with one editorial terminology substitution in a disclaimer. The original v2.7 register remains preserved unchanged at the source hash above; all other historical-section bytes are identical. Numerical results, assumptions, sources and QA statements are preserved. Its “unpublished” and “no publication authorized” statements refer to original preparation status and are superseded for this approved correction release by the authorization above. Its QA claims refer to the original workbook, unless expressly stated otherwise in the correction section.

# NUAI TCDC v2.7 — Source, change and QA register

**Unpublished conditional model. Completion date: October 12, 2026 UTC.**

This register records what the delivered model implements, what its numerical checks establish, and what remains conditional or limited. It does not certify a complete legal tax opinion, executed capital, a global optimum, or native Microsoft Excel equivalence. The final main run contains 805 results, 0 execution exceptions, 117 conditional economic passes and **0 executed-capital passes**. Case counts include controls, underwriting trials, sensitivities and rejected cases; they are not counts of independent investment opportunities.

The common valuation date is October 8, 2026 (Excel serial 46303). Physical/financial inputs retain the authenticated October 8 source adaptation. The underlying physical extraction came from NUAI-TCDC-v2.5-2026-09-28.xlsx; v2.6 preserved those physical streams and separately moved its valuation/month-zero date from September 27 to October 8. This v2.7 comparison does not roll balances, shares or physical assumptions forward to October 11. Statutory research cutoff is October 11, 2026, end of day Pacific; sources were retrieved October 12 UTC. October 9–11 company filing coverage is not exhaustive.

The controlling dashboard is `runner/results/dashboard.json`, SHA-256 `c9ecfb57f8ad9d7a8f4f8128fbf1b8e3e4c5a97432ea6034ddaa461cdaa9c389`. Its five captured engine/input hashes match current files. Strict validation and independent integration review bind to that same dashboard. The 84/84 engine tests pass under Node v24.19.0; the strict validator performs 1,126,143 checks, and the independent arithmetic reconstruction performs 9,096,219 checks with zero errors. The largest independently reconstructed residual is 5.456968e-12 USD million, within its stated 1e-7 tolerance. These checks verify calculations under assumptions, not underlying contractual or legal truth.

The 81-item coverage table uses **implemented** for evidenced mechanics or deliverables, **conditional** when operation depends on unverified terms or facts, **limited** for partial scope, and **not implemented** when no implementation is supplied. A conditional/limited item is not an all-purpose completion claim. Nested missing components are expressly listed even when the broader item has partial implementation.

## 1. Evidence classes and provenance

| Class | Meaning | Permitted use |
|---|---|---|
| Executed contract / filed summary | A signed agreement or the issuer's filed description, with document date and amendment limits | Use the actual scope and conditions; a summary is not the full agreement. |
| Historical reported balance | An amount at a specific reporting date | Reference balance only until reconciled to the model cutoff. |
| Company guidance / nonbinding plan | Expected strategy, capacity, timing or financing | Conditional scenario; never execution-gate evidence. |
| Statute / final regulation | Legal mechanism and effective dates | Apply only after taxpayer, asset and transaction conditions are established. |
| Administrative guidance | Implementation interpretation, dated and ranked below controlling statute | Apply within its scope; disclose reliance and conflicts. |
| Analyst assumption / sensitivity | An expressly selected input that has not been established by evidence | Label, bound, stress and show its economic effect. |
| Inference | A conclusion derived from identified evidence | Explain the inference; do not upgrade it to a contractual fact. |
| Unknown / exclusion pending evidence | A missing current balance, contract term, tax election or eligibility record | Preserve unknown status; zero benefit or unavailable funding may be a conservative modeling default, not a statement of the actual amount. |
| Model result / QA result | A value or assertion produced by identified code and inputs | Require code/input hashes, run identity, tolerance and executable evidence. |

The matrices in sections 3–7 state evidence and required tax controls; actual implementation and omissions are assessed in sections 8–12. A listed legal mechanism is not a claim that every corresponding transaction is modeled.

Source identifiers use `CO:` for company documents, `TX:Sxx` for the federal/state research register and `CR:` for the credit register. Additional review sources use `ADD:`. The bibliography below preserves exact primary URLs. Source statements are paraphrases. The companion research files contain the detailed rule specifications and source locators; those notes are research inputs, not completed-model validation.

## 2. Frozen v2.6 authentication and comparison

The read-only baseline evidence is `baseline/baseline-replay-report.json`. It records execution of the authenticated engine `2.6.2026-10-08-source-conditional-3` against original financing inputs, using cached results only as comparison targets. This register reviewed that report; it did not independently rerun the engine.

| Frozen case | Reported replay value per original share | Recorded comparison | Execution status |
|---|---:|---|---|
| Selected: `D-secondary-P1-0.25-delay12-allneeds` | $2.4146388446185982 | 50,985 numeric leaves; zero reported differences | Financial pass; uncommitted |
| Simpler reference: `D-P1+P2-1365-LC_replacement` | $2.4105223656155053 | 81,332 numeric leaves; zero reported differences | Financial pass; uncommitted |

The report also records original-file preservation. The four release identities are retained in the machine-readable coverage file. New v2.7 results must never overwrite those comparison records. The prior active `26` sheets and older models remain archived; 21 new v2.7 sheets provide the active presentation. A reproduced pair of cases does not reproduce the entire v2.6 finite search or establish native Excel equivalence.

The frozen selected allocation distinguishes Phase 1's 5% fixed interest, 80% outside common capital and 15% NUAI residual before its secondary sale. Phase 2 has no corresponding fixed 5% in that record. These are model allocations, not proof of Stream ownership. The external common investor's construction and later contributions must remain attached to its claims until expressly re-underwritten. Existing v2.6 interest deductions and tax shields must be reconciled before replacement; a new module cannot add the same shield a second time.

## 3. Company and contract evidence register

| Evidence | Classification and source | Required treatment / unresolved question |
|---|---|---|
| Direct hyperscaler leasing replaces pursuit of a developer JV | Reported strategy; October 8 8-K, Item 8.01; `CO:NUAI_8K_20261008` | Remove unsupported developer equity/promotes from principal direct-leasing structure. Do not infer tenant signing, financing commitments or extinguished obligations. |
| Stream letter of intent contemplated development, leasing, operations and financial arrangements | Reported nonbinding LOI; `CO:NUAI_STREAM_424B5_20260409`, `CO:NUAI_STREAM_PR_20260401` | Separate services and replacement risk support from financial-provider equity. No verified fee, exclusivity, termination, reimbursement or survival schedule was found. A zero-cost assumption remains a sensitivity. |
| TCDC became wholly owned following January 16 acquisition | Historical ownership; Q2 filing Note 3; `CO:NUAI_Q2_2026` | Current legal ownership is not promised post-financing ownership. |
| Vistra receives nonvoting 5% fully diluted Project Company equity after power delivery | Executed terms summarized; September 21 8-K DFA; `CO:NUAI_PPA_DFA_20260921` | Map to the PPA-served project portion and actual issuing entity. Do not impose another automatic five-point haircut on every phase or on NUAI shares. Full waterfall and dilution terms remain unavailable. |
| PowerCo purchases 200–207 MW for an initial 20-year delivery term | Executed PPA summary; same source | Preserve purchase obligations and delivery conditions. This is not a signed tenant lease or tenant revenue. |
| Expansion ROFR / generation-storage ROFO | Executed DFA summary; same source | Do not convert these rights into established Phase 2 ownership. |
| $116m LC with 102% cash margin | Executed summary; October 8 8-K | $118.32m is arithmetic collateral, not free cash. Replacement/release needs consent and priced support. Additional PPA security and reimbursements remain distinct obligations. |
| PowerCo account party; TCDC guarantee | Executed LC summary; same source | Attribute reimbursement, fees, interest and collateral to the responsible entities. Do not conflate Macquarie Bank LC obligations with the earlier Equipment Capital loan. |
| $20m A1 previously funded; $60m A2/A3 subsequently reported | Dated funding; Q2 filing and October 8 8-K | $80m is cumulative disclosed draws, not current payoff. Current principal, premium, accrued interest, amendments and remaining free cash require reconciliation. |
| June 30 cash $69.821390m and August 10 shares 106.559339m | Historical financial/cover-page balances; Q2 filing | Do not relabel them as October balances. Issuance cohorts need dated evidence. |
| Up to $100m ATM authorization; compensation up to 3.5% | Offering authorization; `CO:NUAI_ATM_20260924` | Capacity is not actual net cash or completed share issuance. |
| TCDC federal classification described as partnership or disregarded | Original April loan §5.10; `CO:NUAI_TERM_AGREEMENT_20260408` | Strong evidence against automatic project-C-corporation treatment, but not a complete current tax chart. Future third-party equity may change classification. |
| Distribution, blocked-account and reorganization restrictions | Original loan definitions and §§7.06–7.08, 7.20–7.21; same source | Tax savings are not necessarily distributable borrower cash. Later amendments and consents must be checked. |
| $22.725194m federal NOL and separately $22.725194m state NOL at December 31, 2025 | Historical tax note; `CO:NUAI_10K_2025` | Do not sum these as federal deductions. Entity/vintage allocation, utilization and §382 restrictions are unresolved. |
| Net deferred tax asset $10.003463m fully valuation-allowed; §382 study incomplete | Historical tax note; same source | No assumed immediate refund, unrestricted NOL utilization or cash gain from an accounting valuation-allowance release. |
| Thunderhead / independent generation delivery described through separate arrangements | Company guidance; 10-K and `CO:NUAI_Q2_PR_20260814` | No demonstrated NUAI generation tax basis or credit ownership. Phase 2 delivery and financing require their own gates. |

The company evidence workstream accessed the identified primary filings, but could not certify exhaustive October 9–11 filing completeness because SEC submissions/browse endpoints were unavailable. An absence of another located filing does not establish that every agreement, amendment or subsequent event has been disclosed.

## 4. Entity, taxpayer and beneficiary matrix

| Entity / claimant | Legal/economic evidence | Tax treatment to establish or label | Cash and benefit controls |
|---|---|---|---|
| New Era / NUAI HoldCo | Nevada corporation; public shares and parent obligations | Domestic C-corporation treatment is a model assumption pending returns/elections and consolidation perimeter | Track its own debt, attributes, state nexus and permitted project distributions before original-holder cash. |
| TCDC | Delaware LLC; wholly owned historically; borrower under original Macquarie loan | Original contract allows partnership/disregarded classification; current election and ownership chart unresolved | Do not levy unsupported corporate tax here and repeat it at owners. Apply lender restrictions and tax-distribution caps. |
| Phase 1 asset owner / borrower / Project Company | PPA-served portion and prospective Vistra issuer described, precise organization unavailable | Separate tax owner, borrower and equity issuer if legally distinct; partnership or disregarded case must be explicit | Identify denominator before/after Vistra, outside investors and secondary sale. Trace required capital calls. |
| Phase 2 asset owner / borrower | Future structure and financing conditional | No automatic consolidation, cross-use of losses or same-partnership EBIE release | Preserve standalone power-delivery and commitment tests. |
| TCDC PowerCo | PPA account party and LC applicant | Legal LLC name does not determine federal classification or ownership of generating equipment | Power purchases and collateral do not create generation deductions or credits. |
| Independent generation SPV | Separately financed power supplier in reference structure | Tax owner and technology eligibility require independent evidence | Default NUAI ownership payout is zero. Any transfer through tariff, rent or commercial payment requires its own contract/scenario. |
| Vistra or its named interest holder | Scoped nonvoting interest under DFA | Allocation agreement, capital accounts, tax owner and investor classification unknown | No invented tax-capacity benefit or unspecified contributions. |
| Outside common / preferred financial investor | Required capital and future calls are proposed financing | §704 allocations, outside basis, investor type and taxable capacity require profiles | Price contributions, accrued/preferred claims, taxes and distribution priorities. Cash coupon alone does not establish deductible debt. |
| Secondary buyer / new NUAI shareholders | Conditional purchases and dated issuance | Distinguish project-unit tax basis from parent-share issuance | Sold economics, future calls, debt relief, fees and taxes must reconcile; no free capital. |

Required waterfall: project operating receipts → borrower-available cash → debt/reserves/restrictions → permitted owner distributions → owner taxes and HoldCo obligations → original and new shareholder distributions. This is an accounting map, not an assumption that every arrow is legally unrestricted.

## 5. Asset and credit eligibility matrix

Every asset record must identify tax owner, acquisition/construction dates, in-service date, cost allocation, tax basis, recovery class, convention, election, credit basis adjustment, cumulative depreciation, remaining basis, replacements and disposal character. Book depreciation remains separate. New valuation dates do not refresh historical tax eligibility.

| Asset / provision | Primary treatment | Conditional route and evidence | Authorities |
|---|---|---|---|
| Land | Nondepreciable; no campus energy credit | Actual deed/acquisition allocation or contributed carryover basis; do not substitute fair value for basis | `TX:S02`, `TX:S05`, `TX:S10` |
| New building shell and general structural systems | Generally 39-year GDS, straight-line, mid-month; no automatic bonus | Applicable ADS election/exclusion; actual classification records | `TX:S02`, `TX:S05` |
| Integrated electrical and cooling systems | Building components until supported segregation | Engineering evidence for dedicated equipment/process use; allocate related costs consistently | `TX:S05`, `TX:S06` |
| Land improvements | Separate asset classification if established | Often 15-year class 00.3, but actual asset and ownership must qualify | `TX:S05` |
| Machinery / equipment | Correct activity/recovery class, no universal seven-year plant rule | §168(k) only if class, acquisition, use, in-service and other gates pass | `TX:S02`, `TX:S03` |
| Tenant GPUs/computers | Excluded from landlord tax basis | Include only if landlord is documented tax owner | `TX:S05` |
| Later qualified improvement property | Separate test; new original shell is not QIP | Later interior improvement, statutory exclusions, ADS consequences and in-service date | `TX:S02`, `TX:S05` |
| §168(n) qualified production property | No primary data-center building expensing | Qualifying tangible-product activity, ownership/use, timing and recapture; compute hosting is not established production eligibility | `TX:S01`, `TX:S04` |
| Conventional fossil-gas engines / turbines | Zero §48/48E/45Y credit in actual-design principal cases | Do not relabel equipment as a fuel cell, CHP or zero-emissions plant | `CR:S48`, `CR:S48E`, `CR:S45Y` |
| Battery storage | Separate technology/basis case; no automatic benefit on gas plant/campus | §48E base 6%; enhanced 30% only after labor/exception tests; qualifying storage, owner, dates and PFE records required | `CR:S48E`, `CR:SREG45Y48E`, `CR:SPWA` |
| Qualifying fuel cell / linear generator | Separate redesign case with full operating/financing costs | Special §48E 30% rate for construction after 2025 under enacted law; no extra bonus/PWA multiplier; positive-emission fuel cell does not thereby qualify for §45Y | `CR:SLAW`, `CR:S48`, `CR:S45Y` |
| Zero-emissions generation | Absent from fixed-design principal case | §45Y production alternative or §48E investment route, eligible owner/output/emissions, no overlapping same-facility claim | `CR:S45Y`, `CR:S48E` |
| Legacy CHP / microturbine §48 | No new forward-construction credit assumed | Technology definitions and pre-2025 construction requirement must both be met | `CR:S48`, `CR:S3468` |
| §179D building systems | Zero until start-date and certification evidence is established | Construction after June 30, 2026 excluded; qualified building systems, square footage, certification and basis reduction required | `CR:SLAW`, `CR:S179D`, `CR:S7205` |
| Ordinary taxable corporate §6417 election for §48E/45Y | No elective-pay proceeds | Applicable-entity eligibility is a separate test, not inferred from taxable corporate status | `CR:SELECTIVE`, `CR:SREG6417` |

No cost-segregation study was established in the source materials. A 0% verified short-life allocation is a conservative evidence default; 10%/30%/50% allocations, if run, are analyst sensitivities rather than engineering estimates. Shared professional and contingency costs follow the underlying asset allocation. A reported groundbreaking, land purchase or permit alone does not establish the §179D statutory construction-start test.

Fuel-cell source conflict remains explicit: Public Law 119-21 §70513(g)(4) uses construction after December 31, 2025; the researched Form 3468 instructions refer to after 2026. The statute governs this research; actual eligibility/filing needs resolution of the instruction inconsistency. No fuel-cell redesign benefit belongs in the principal conventional-gas comparison.

Credit gates also include prevailing wage/apprenticeship or a valid exception, domestic-content and energy-community evidence, separate prohibited-foreign-entity/material-assistance tests, construction and service deadlines, and later recapture. PFE-compliant sourcing is not the same as domestic content. No unverified bonus is included. Wind/solar and phaseout restrictions must be applied only to their actual technology and dates; they do not make gas equipment eligible.

## 6. Federal, investor and state tax controls

| Control | Required treatment | Evidence / unresolved item |
|---|---|---|
| Three law/method cases | Legacy v2.6; correctly modeled pre-bill law frozen immediately before July 4, 2025; current law through research cutoff | Historical straight-line approximation is not the pre-bill statutory counterfactual. |
| §168(k) | Current qualifying post-January 19, 2025 acquisitions may receive 100% bonus; ordinary pre-bill phase-down depends on modeled in-service year | Contracts, self-construction dates, class, ADS and exclusions; `TX:S02–S03`. |
| §163(j) | Taxpayer-level ATI, business interest income, 30% limit and carryforwards; current post-2024 D&A addback versus pre-bill EBIT-like treatment | Trace every debt instrument; preferred equity is not automatically deductible interest; `TX:S07–S08`. |
| Construction interest | Identify §263A(f)/§263(g) amounts separately; distinguish capitalized basis from current deduction and disallowed carryforward | Post-2025 ordering and the preexisting guidance must be reconciled; no amount in both basis and carryforward; `TX:S01`, `TX:S07–S08`. |
| Real-property-business election | Explicit alternative only; apply affected ADS and bonus consequences | No established election or universal small-business exemption; `TX:S07`. |
| §704(b)/(c), §752 | Support item allocations and outside basis separately from cash ownership | Contributions, carried-over basis, recourse risk and nonrecourse allocation; no automatic share-of-all-debt basis; `TX:S10–S13`. |
| §704(d) | Separate basis-limited loss/interest suspension from NOL | No cash tax benefit from unsupported losses. Later basis restoration must be tracked; `TX:S10`, `TX:S14`. |
| Partnership §163(j) | Partnership computes limitation; keep EBIE by partnership and owner | ETI/EBII from the same partnership releases eligible EBIE; owner limitation still applies. Another phase's ETI cannot release it; `TX:S14–S16`. |
| Investor capacity | Explicit no-demonstrated-capacity, delayed-capacity and substantiated-capacity profiles | Outside income, tax year, basis and §465/469 applicability depend on investor type; do not invent immediate institutional use; `TX:S17`. |
| NOL | Taxpayer/vintage ledgers, applicable 80% limit and no ordinary automatic loss refund | Legacy disclosed pool is a dated reference, not unrestricted opening cash capacity; `TX:S18–S19`, company tax note. |
| §382 | Track prechange attributes and ownership-change limitation, including relevant interest carryovers | Cap-table history, prechange value, rate and study unresolved; neither automatic total forfeiture nor unlimited use; `TX:S20`. |
| CAMT | Screen corporate/group AFSI, generally $1bn average threshold, separate foreign-parent aggregation, 15% regime | Capex/debt size is not the threshold. No verified group AFSI screen means exclusion is conditional; `TX:S21`, `ADD:CAMT`. |
| BEAT | Screen applicable corporate/group status, average gross receipts and related-foreign-party base erosion | Generally $500m receipts and 3% erosion threshold (2% bank/dealer group); current 2026+ rate 10.5%, bank/dealer adjustment separately. No related-party schedule means no established exemption; `ADD:BEAT`, `ADD:LAW`. |
| Texas margin | Establish taxable/combined group, revenue, allowable deduction, apportionment and report year | 0.75% ordinary rate; 2026/27 threshold $2.65m is not a perpetually fixed future-law prediction. Federal NOL does not directly reduce margin; `TX:S25–S27`. |
| Texas disposal gains | Include applicable federal-return gain lines in total revenue; distinguish capital/§1231/ordinary recapture | Debt payoff does not reduce tax gain. Full-gross-price or rent-only shortcuts are wrong. See additional exit note below; `ADD:TXCODE`, `ADD:TXFORM`. |
| Texas combined group | Common-control/unitary-business screen before separate phase thresholds/deductions | A combined group has one margin computation/election; intercompany revenue and distributive income exclusions prevent duplicate taxation; `ADD:TXCODE`. |
| Property/sales taxes | Separate local assessed values, rates, abatements and certified sales-tax programs | Federal depreciated basis is not property-tax assessed value; sales-tax exemption is not established for all campus costs; `TX:S28–S29`. |

**Texas exit implementation note.** For the simplified profitable asset-sale case, add the recognized tax gain to relevant sale-year revenue before calculating margin. Use consideration less permitted disposition costs and adjusted basis, with tax character preserved; do not deduct loan repayment from gain. Multiple gains/losses must follow the applicable federal-return line and Texas category/netting rules rather than netting every entity/asset indiscriminately. The 2026 conformity guidance can affect tax basis and must be reconciled to any prior Texas adjustments. A project-unit sale is not the same transaction as a sale of project assets.

Current Rule 3.587 and the 2026 return instructions import the relevant federal gain/loss lines. An ordinary business-property/§1231 loss can enter total revenue; do not impose a universal positive-only floor there. The separate post-2020 apportionment rule uses positive net gain per capital asset/investment and excludes losses from those receipts. Preserve separate tax-base and receipts ledgers. A generic equity/capital loss is not interchangeable with an ordinary §1231 loss. The older 2020 memo carries an explicit alert that its apportionment method changed in 2021. Authorities: `ADD:TXREVENUE`, `ADD:TX2026FORM`, `ADD:TXAPPORTION`. Also reconcile NNN reimbursements: the current revenue FAQ includes tenant payment of the lessor's property taxes/insurance in gross rental revenue; a rent-only proxy must disclose any omission. `ADD:TXFAQ`.

Texas annual returns are ordinarily due May 15. A sale alone does not end liability. For an out-of-state vehicle that ceases Texas nexus, final reporting/payment is generally within 60 days; a Texas entity seeking termination has final-year clearance requirements. Hold an exit tax reserve before distributing proceeds and pay it on the appropriate date. Do not omit final cash tax because it falls after the operating model's last month. Separate-taxpayer, full-Texas apportionment and no-COGS assumptions must be visible and compared with a qualifying combined-group case where material. These are analyst implementation controls; actual grouping, sale characterization and termination date remain unresolved. `ADD:TXTIMING`, `ADD:TXFORM`, `TX:S27`.

CAMT and BEAT are **screened, not certified inapplicable**. The delivered model contains primary-law screens and disclosed exclusions, not computed group liabilities or a complete current-law tax opinion.

## 7. Monetization, disposition and the beneficiary

Maintain four ledgers: tax basis/depreciation; credit face amount; cash monetization receipts; and financing against expected receipts. A deduction is not transferable credit proceeds. Loss generation does not create an immediate refund. Tax savings are only cash after usable capacity, applicable limitations and payment timing.

For a hypothetical §6418 credit transfer, record eligible owner, unrelated buyer, price, fees, documentation/registration, election, holdbacks, insurance/indemnities, basis adjustment and receipt month. Progress-expenditure credit amounts cannot be transferred. A supported same-credit-year advance may be possible, but is not assumed; earlier bridge funding is a separately priced loan. The transferred portion cannot also offset seller tax. Credit transfer and subsequent bridge repayment must not both appear as new equity. Authorities: `CR:S6418`, `CR:SREG6418`, `CR:STRANSFER`, `CR:S50`.

A $100 basis/$30 face-credit/$0.92 transfer-price fixture is an invented QA example: gross sale cash $27.60 before costs; required investment-credit basis reduction $15; remaining depreciable basis $85. It is not a NUAI equipment quote or credit purchase commitment. Buyer excessive-transfer exposure, seller indemnities and ordinary/extended recapture require their own schedules. `CR:S50`, `CR:S4255`.

For asset exits, reconcile asset-level remaining basis, selling costs, consideration allocation, §1245/§1250/§1231 character and corporate §291 where applicable. Debt reduces equity cash, not taxable amount realized. A partnership-unit sale uses outside basis, applicable debt relief and §751, with buyer §743(b) analysis kept separate. Partial sales must remove sold basis/claims and handle suspended EBIE correctly; they do not automatically release every §704(d) loss. Reprice secondary proceeds after these corrections. Authorities: `TX:S14`, `TX:S22–S24`.

Power-company benefits first belong to their actual tax owner. Test retention by generator, documented tariff pass-through, NUAI ownership payout and separately negotiated payment as different cases. Do not assume a generator credit reaches NUAI merely because its output serves TCDC. A technology change must bring its own capex, efficiency, fuel, replacements, dispatch, financing and delivery consequences.

**Current workstream scope reported by the model owner:** the independent Power SPV retains its original conditional cash flows and is not newly optimized through the tax module. Its financing/delivery gates remain necessary. No newly modeled qualifying generation asset is established as NUAI-owned, and no generator tax benefit is transferred to NUAI. The delivered memo discloses this boundary; this is not a complete current-law re-underwriting of the independent generator.

## 8. Change and attribution register

The following changes are tied to recorded cases and current source hashes. Evidence statuses describe mechanics and limits; they do not certify unverified contracts.

| ID | Class | Status | Cases / evidence scope | Implemented result and limit |
|---|---|---|---|---|
| CH01 | Frozen reference | implemented | A-frozen-selected; A-frozen-reference | Both replays unchanged; zero executed-capital passes. |
| CH02 | Factual/formula correction | implemented | B-corrected-label-reference | Label/interpretation correction only; no numeric defect asserted in the legacy reference. |
| CH03 | Strategy correction | conditional | C-P1+P2-source-residual | Direct strategy and independently underwritten financial common; B–C funded value difference is rounding noise. No identified Stream equity was simply removed. |
| CH04 | Ownership mapping | conditional | E-P1+P2-balloon-6pct-40pct-reserve-future-needs | Post-Vistra/sale ownership reconciles numerically; P1 fixed5% legal perimeter and asymmetric contribution rights remain assumptions. |
| CH05 | Tax-model correction | implemented | D-fixed-C-prebill; D-fixed-C-current | Replace blanket depreciation and corporate shortcut with entity/basis/carryforward mechanics; correct capital-reserve expensing. Both fixed-financing D cases remain unfunded, so their diagnostic PV is not a stock target. |
| CH06 | Preexisting provision newly modeled | implemented | D-fixed-C-prebill | Basis, NOL, partnership/owner limitations, economic-performance treatment of reserves and state tax are preexisting mechanisms newly represented, not bill-created benefits. |
| CH07 | Bill change | conditional | D-fixed-C-current | Current-law ATI/timing applied with principal short-life allocation0; tax-sensitive short-life cases separately assume classification/acquisition eligibility. |
| CH08 | Terminated/restricted benefit | conditional | Principal actual-design tax screens | No section179D or unverified gas credit benefit recognized; legal eligibility evidence remains unavailable. |
| CH09 | Implementation guidance | conditional | Tax module and source register | Dated guidance informs ordering and interpretation; unit-sale ATI reversal is explicit legal inference with a fixed-sale sensitivity, not claimed express FAQ law. |
| CH10 | Fixed-contract tax effect | implemented | D-fixed-C-prebill; D-fixed-C-current | Fixed C financing/issuance tested exactly; failed funding remains visible. |
| CH11 | Financing redesign | conditional | E-P1+P2-balloon-6pct-40pct-reserve-future-needs | Repriced senior/common/parent cash-retention grid; raw conditional value with undrawn common commitment fee and agreement gaps. |
| CH12 | Finance-enabled scheduling | conditional | F-P2-shift--29 | Full P2/Power streams move; earliest tested month1 is a financing/schedule sensitivity, not a documented feasible construction/delivery date. |
| CH13 | Policy transmission | conditional | G policy cases | Named rent/capex/date channels are assumptions and separately rerun; no general economic forecast established. |
| CH14 | Date / new disclosure | limited | Frozen October8 source; October11 Pacific research | No current balance/share roll-forward or exhaustive October9–11 disclosure bridge; source vintage is retained explicitly. |
| CH15 | Valuation interpretation | implemented | Principal fixed-distribution sensitivities | 11/13/15% use identical cash distributions; raw rankings are not an independently calibrated risk-adjusted recommendation. |
| CH16 | State and terminal-tax correction | conditional | Current phase tax and owner tax ledgers | Asset gain/loss and annual Texas reserve/payments implemented; separate taxpayers/full apportionment and threshold freeze need legal confirmation; combined-group computation absent. |

All amounts below are USD million except value per original share. No case has passed the executed-capital gate. The failed cases deliberately retain a null funded value.

| Case | Economic status | Conditional value per original share | Project debt | Parent gross issuance | Peak cash gap | Failure |
|---|---|---:|---:|---:|---:|---|
| A-frozen-selected | Conditional economic pass | 2.414639 | 5589.196 | 69.187 | 0.000 | None in modeled economic gates |
| A-frozen-reference | Conditional economic pass | 2.410522 | 5589.196 | 98.961 | 0.000 | None in modeled economic gates |
| B-corrected-label-reference | Conditional economic pass | 2.410522 | 5589.196 | 98.961 | 0.000 | None in modeled economic gates |
| C-P1-source-residual | No feasible funded value | No feasible funded value | 1528.354 | 100.000 | 12.711 | public_cohort_return, dated_unfunded_cash |
| C-P1+P2-source-residual | Conditional economic pass | 2.410522 | 5589.196 | 98.961 | 0.000 | None in modeled economic gates |
| D-fixed-C-prebill | No feasible funded value | No feasible funded value | 5589.196 | 98.961 | 21.959 | dated_unfunded_cash |
| D-fixed-C-current | No feasible funded value | No feasible funded value | 5589.196 | 98.961 | 24.847 | dated_unfunded_cash |
| E-P1-legacy-7pct-source-residual-tail-only | No feasible funded value | No feasible funded value | 1553.202 | 98.998 | 0.000 | public_cohort_return |
| E-P1+P2-balloon-6pct-40pct-reserve-future-needs | Conditional economic pass | 6.682453 | 5831.423 | 86.884 | 0.000 | None in modeled economic gates |
| F-P2-shift--29 | Conditional economic pass | 7.865217 | 5831.423 | 95.933 | 0.000 | None in modeled economic gates |

The E value is a raw conditional result with large future capital obligations and asymmetric contribution rights, not a risk-adjusted stock target. F reaches the earliest tested construction month, month 1, without establishing real-world schedule feasibility. Principal P1 cases fail; the separate 4% coupon backsolve includes a passing 40%-ownership P1 case, so the search does not establish universal P1 infeasibility.

The matched attribution below keeps funded per-share value separate from cash-flow PV. A diagnostic PV difference involving an unfunded case cannot be used as an achievable or additive stock-value bridge. The current-law D case has the same aggregate owner cash tax as pre-bill D but different timing and utilization; it must not be described as a lifetime tax saving.

| Effect | Matched cases | Isolation | Funded per-share change | Modeled original-holder PV change, USDm |
|---|---|---|---:|---:|
| Verified reference correction | A-frozen-reference → B-corrected-label-reference | Matched | 0.000000000 | 0.000000 |
| Direct-leasing and financial-common re-underwriting, unchanged debt/legacy tax | B-corrected-label-reference → C-P1+P2-source-residual | Matched | 0.000000000 | 0.000000 |
| Tax-model corrections under pre-bill law at fixed C contract | C-P1+P2-source-residual → D-fixed-C-prebill | Matched | Unavailable: at least one case unfunded | -11.432552 (unfunded diagnostic) |
| Incremental statutory current-law difference, matched assets and fixed C contract | D-fixed-C-prebill → D-fixed-C-current | Matched | Unavailable: at least one case unfunded | 2.741141 (unfunded diagnostic) |
| Financing/ownership redesign under current law; interactions included | D-fixed-C-current → E-P1+P2-balloon-6pct-40pct-reserve-future-needs | Includes redesign interactions | Unavailable: at least one case unfunded | 463.905518 (unfunded diagnostic) |
| Complete financing-enabled P2 and Power scheduling; re-underwriting interactions included | E-P1+P2-balloon-6pct-40pct-reserve-future-needs → F-P2-shift--29 | Includes redesign interactions | 1.182764038 | 126.034554 |

C–E preserve the declared pre-tax capacity, PUE, construction scope, rent/escalators, operating costs, power allocation, lease term, schedule and gross exit assumptions. Tenant construction contributions and prepaid rent remain zero in the principal cases. Tax, financing, ownership and cash-retention changes are identified separately. E/F re-underwriting interactions are not a single-variable statutory benefit.

The principal reserve policy preserves $227.1m of source cash uses and grants no deduction, asset basis or automatic release. At the selected fixed E contract, the expressly contrary-source routine-repair sensitivity produces $6.686098899 per original share versus $6.682453020, a $0.003645879 difference. It is excluded from principal ranking; unchanged aggregate owner tax within rounding does not imply identical dated utilization.

## 9. Financing and valuation evidence gates

Separate coupon-only improvement, fully amortizing level payments, legally bounded cash-flow-matched amortization and balloon debt with independently underwritten takeout. The stronger-credit legacy package also changes amortization/reserves, so it cannot establish that cheaper debt alone failed. Eligible-cost, loan-to-value, coverage, equity, commitment, maturity and legal distribution tests must be separately visible.

Sponsor facilities require a collateral/repayment rationale and full fees, reserve/PIK accrual and repayment; no residual cash plug. Historical reimbursement needs approval and verified eligible expenditure. LC substitution, Macquarie release/payoff and sponsor reinvestment require their own consents. Unknown balances stay unknown rather than becoming zero.

For each Phase 1 and Phase 1+2 case, evaluate 20%, 40%, 60%, 70%, 75% and the legally available residual on stated pre-/post-Vistra denominators. Identify initial and lifecycle equity, maximum future calls, provider return tests, issuance cohorts and dilution. Test investor refusal and failed refinancing. Public-funding-cap failures need exact binding constraints and a separately labeled expanded-cap diagnostic, not a universal claim that direct leasing is infeasible.

The delivered ranking uses raw conditional value per original share and separately reports ownership, dilution, cost, complexity and downside. A fully calibrated risk-adjusted ranking is not supplied; the missing undrawn common commitment fee and market commitments are material limits. Debt proceeds are financing, not operating value. A 7% coupon versus an 11% holder discount rate does not prove risk-adjusted value creation. Avoid counting tax shields in both cash flows and valuation adjustments. Infeasible outputs must display **No feasible funded value**, not a zero-dollar stock-price forecast. No package becomes committed because it passes modeled tests.

Declared numerical scope: principal 6%/7% senior coupons; legacy, level, sculpted and balloon structures; source/20/40/60/70/75/maximum-residual ownership targets; $100m public cap with separate $350m diagnostics; tail-only and reserve-future-needs cash policies. Backsolves add 4%/5% coupons and a bounded public-cap bisection to a $0.25m bracket. F tests shifts −29 through 0, +6 and +12, including original timing. These are finite tests, not a continuous global optimum. Details and per-case input/result hashes are in `runner/results/search-boundaries.json` and `runner/results/dashboard.json`.

## 10. QA acceptance register

Recorded checks establish reproducibility and arithmetic under the supplied inputs. They do not verify absent legal, market, engineering or contractual evidence.

| Evidence | Actual result |
|---|---|
| Frozen selected/reference replay | Zero differences across 50,985 and 81,332 numeric leaves respectively. |
| Engine tests | 84/84 passed; zero failed/skipped; Node v24.19.0; source hashes unchanged during the run. |
| Strict final run validation | 805 results, zero exceptions; 1,126,143 checks passed; 117 conditional economic passes and zero executed-capital passes. |
| Independent integration review | 805 cases / 770 tax-ledger cases; 9,096,219 reconstructed checks; zero errors; largest residual 5.456968e-12 USDm. |
| Cold/memoized finalist | 8,284 comparisons, maximum difference zero at 1e-8 tolerance. |
| Power benefit trace | 19 assertions passed; actual recognized incremental NUAI benefits zero; normalized routes conserve cash. |
| Live workbook cases | Eight supported cases; 242,705 numeric comparisons passed. |
| Saved active-component reopen | 33,963 comparisons passed. |
| Full merged workbook import/recalculation | ArtifactTool 2.8.91 reopened all 132 sheets; selected case passed 33,963 comparisons with zero failures. |
| Combined workbook numeric checks | 310,631 comparisons; cash tolerance 1e-5 USDm and per-original-share tolerance 1e-7. |
| Workbook controls and visual review | Two input-edit/stale-capture regressions passed; 21 rendered ranges accepted. |
| Original workbook preservation | 111 original worksheet parts byte-identical; package structure, CRC and active numeric caches checked independently. Source archive models were not financially revised or revalidated. |
| Final technical/retail reports | Nine-page memo and three-page explanation visually reviewed; all 12 pages accepted with no layout defects. Exact hashes are in the report manifest. |
| Native Excel / LibreOffice | Not performed; no equivalence claim. |

The merged workbook remains unchanged after verification. Final workbook: `workbook/output/NUAI-TCDC-v2.7-2026-10-12.xlsx`, SHA-256 `40467d26c64f032e83a244508a2239cb0ae001f6ed2e7a3873bda63183cd9ea0`. QA: `workbook/output/workbook-qa.json`. Eight selectable contracted cases are supported live. Optional sponsor/equipment alternatives require the external engine and are not represented as supported live workbook controls. Editing live assumptions marks dated comparison captures stale; it does not silently rerun the optimizer.

The independent review JSON is SHA-256 `84b7081126e1a44e4284260907299021f2a4f76ed185325f1615bac276672f19`. Its portable verifier `runner/independent-integration-review.mjs` is SHA-256 `6596ac275827bca1289c7652b9b02a4d703dec7a73212df490a1f1a3e16c451a`; replay from the package root with `node runner/independent-integration-review.mjs`. This verifier reconstructs recorded arithmetic and hashes without importing the financial engine.

| Frozen input or source | SHA-256 |
|---|---|
| engine/finance_v27.mjs | `e98d3e2fb931238418ba4398f7e71457f86ebf526ba85242ed927f8a182673e7` |
| engine/tax_v27.mjs | `afc9701582db4cd3d49ee164e973c8e10f35211b29723f9ad3095c293d8a9084` |
| runner/case-tools.mjs | `bc58824544d0c1712af2197ef40e3b3990bbcbf7b7ed1795517d4053798f34fb` |
| runner/run-v27.mjs | `0f3259c6048c29155ac7b7058faf3edb2e1b43f5bbb24acc43a198abc4f6815a` |
| baseline/financing_inputs.v26.json | `0363c2f7539f9b6e4aed4694c412967f94732c9737e77990d8b42fa0c03ae75a` |

Each requirement below has its evidence path in `reports/requirementscoverage.json`. PDF identity and rendered-page review are separately recorded in `reports/report-build.json`; the final package manifest governs archive/upload identities.

| QA ID | Test / control | Status | Actual result or remaining limit |
|---|---|---|---|
| QA01 | Artifact authentication and preservation | implemented | Original identities and immutable baseline records recorded; no original release edits. |
| QA02 | Frozen selected/reference replay | implemented | Both selected/reference replays report zero differences. |
| QA03 | Active/archive separation | implemented | Independent package audit confirms all 111 original worksheet parts are byte-identical in the 132-sheet output; archived financial models were not newly revalidated. |
| QA04 | A–G attribution | implemented | Strict frozen debt/issuance and physical invariants pass on final dashboard. |
| QA05 | Cost reconciliation | conditional | Cash and tax cost integration reconciles; quoted service price/sufficiency not established. |
| QA06 | Entity/taxpayer graph | conditional | No duplicate project/owner federal tax; actual taxpayer elections and allocations remain assumed. |
| QA07 | Ownership/waterfall | conditional | Numerical ownership sums and sale shares pass; actual Vistra issuer/perimeter unverified. |
| QA08 | Asset basis | implemented | Asset basis and capital-reserve opening/addition/spending/release/closing ledgers independently reconstructed; capital earmarking produces no automatic deduction or PIS basis. |
| QA09 | Depreciation eligibility | conditional | Eligibility fixtures pass; actual short-life eligibility remains unverified and principal allocation zero. |
| QA10 | Depreciation conventions | limited | Conventions/disposal/reserve tests pass under stated inputs; actual reserve expenditures and replacement/PIS asset vintages require evidence. |
| QA11 | Interest classification/ordering | conditional | Actual facility interest and fee flows reach tax once; instrument tax characterization remains conditional. |
| QA12 | Partnership/owner §163(j) | implemented | Partnership/owner interest fixtures and annual/monthly integration pass. |
| QA13 | EBIE provenance | implemented | Same-partnership EBIE release and no double limitation tests pass. |
| QA14 | Outside basis and §704(d) | conditional | Outside-basis and suspended-loss fixtures pass; actual section 752 allocation remains unknown. |
| QA15 | NOL utilization | implemented | NOL utilization and no-refund tests pass; annual owner ledgers independently reconcile. |
| QA16 | Ownership-change restrictions | conditional | Separate historical/generated pools and supplied restriction caps tested; no actual section 382 study presumed. |
| QA17 | Investor capacity | limited | Owner capacity/delay scenarios executed; full external-investor after-tax underwriting not implemented. |
| QA18 | Credits / sourcing / technology | conditional | Actual design has zero unverified credits; research gates do not establish eligibility. |
| QA19 | Transfer/basis/bridge | limited | Hypothetical transfer/basis fixture tested; no actual full-run nonzero credit transfer or priced bridge. |
| QA20 | Failed monetization | limited | Failed-credit stress has no effect when principal credit is zero; a nonzero credit bridge stress is not implemented. |
| QA21 | §179D start and certification | conditional | No principal section 179D benefit absent qualifying commencement/certification. |
| QA22 | Sale and recapture | conditional | Disposal basis/gain/recapture fixtures and actual modeled tax reconcile; tax character depends on asset evidence. |
| QA23 | Partnership-interest sale | limited | Outside-basis/EBIE/secondary-sale tax mechanics pass; section 751 and unit-sale ATI interpretation remain conditional, with toggle executed. |
| QA24 | Texas revenue and gain | conditional | Texas revenue includes modeled ordinary asset gain/loss and owner gain independently feeds cash tax; legal asset character/grouping is assumed. |
| QA25 | Texas grouping/timing | limited | Following-May tax payments and terminal reserve tested; no combined-group computation or full final-return calendar. |
| QA26 | CAMT/BEAT screens | limited | Primary-law CAMT/BEAT screens and unresolved group data disclosed; no full liabilities calculated. |
| QA27 | Sources and uses | implemented | Monthly phase/HoldCo cash, issuer proceeds and uses independently reconstruct within tolerance. |
| QA28 | Debt rollforward/maturity | conditional | Debt schedules, reserves and maturity cash mechanics tested; funding is hypothetical and not committed. |
| QA29 | LC and Macquarie | conditional | Consent/refusal/net-proceeds controls preserved; current lender payoff and release evidence unavailable. |
| QA30 | Later calls/refinancing | limited | Future-call/balloon refusal stresses fail appropriately. No separately priced later sponsor refi or undrawn common commitment fee. |
| QA31 | Issuance cohorts | implemented | Dated issuance cohorts, fixed D gross/net amounts and original/new cash reconcile. |
| QA32 | Provider returns | limited | Draw-dated financial provider constraints checked; investor tax profiles and undrawn commitment pricing are not fully underwritten. |
| QA33 | Downside suite | implemented | Recorded downside/refusal cases have current engine/input/result hashes. |
| QA34 | Timing/ownership back-solves | limited | Declared backsolve brackets and all P2 shifts including original timing run; no global continuous optimum. |
| QA35 | Valuation and policy | limited | Fixed discount and policy-channel sensitivities run; ranking is raw conditional value, not empirically calibrated risk-adjusted value. |
| QA36 | Dashboard/report parity | implemented | Final workbook and visually accepted 12-page report set bind to corrected dashboard c9ecfb57...; eight live workbook cases pass parity. Exact PDF hashes and visual review are recorded in report-build.json. |
| QA37 | Recalculation/save/reopen | limited | ArtifactTool 2.8.91 completed eight cases, component and merged-file save/reopen: 310,631 numeric checks, two edit/stale regressions and 21 accepted rendered ranges. Native Excel/LibreOffice was not performed. |
| QA38 | Stale-state rejection | implemented | Final strict validator binds dashboard and current code hashes; input/result hashes match. Cold E recomputation has zero difference. |
| QA39 | Search reproducibility | implemented | Code, inputs, search bounds, failures and reproducibility instructions supplied; no global-optimum claim. |
| QA40 | Final deliverable integrity | conditional | Source hashes, dated artifacts and verification evidence are recorded here. Coordinating agent supplies final package hash and persistent delivery; later archive/upload identities are outside this register's certification. |

## 11. Material limits and unfinished components

The output is a functional conditional v2.7 model with scope boundaries. The following are material to its interpretation:

1. **Future common funding and risk pricing.** The highest raw principal E package uses 6% senior interest-only debt with ten-year legal maturity, balloon obligations of about $5,831.4m, and outside-common later calls of about $5,449.5m. Hypothetical common caps reach $10bn per phase. Its 12% hurdle and 1.5x MOIC apply to dated drawn cash. A separate fee for committing undrawn common capital is neither modeled nor verified. Those obligations are not executed, and no independent market evidence establishes the terms. The raw value rank is not proof that this package is risk-adjusted superior or that a 6% borrowing/11% valuation spread is arbitrage.

2. **Ownership differs from funding proportion.** Financial common starts with a maximum 100% common-cash contribution and is re-underwritten downward where its return test binds. Ownership is a separate input. Selected E Phase 1 outside common funds approximately 93.03% of common cash for 55% ownership, alongside 5% fixed Vistra and 40% NUAI. Selected Phase 2 outside common funds 100% of common cash for 60% ownership, leaving NUAI 40% and zero modeled Phase 2 common calls. This assumes negotiated sponsor/land/service economics. It is not proportional funding, a verified free carry, or an executed replacement-JV agreement. Common returns do not establish that a counterparty will accept these rights and obligations.

3. **Timing is conditional.** F shifts all P2 and independent Power streams, including original timing at shift zero. The earliest tested feasible construction month is a model boundary, not evidence that permitting, engineering, gas, interconnection, equipment, labor, site readiness or counterparties permit acceleration. Outside principal coupons, 4%/5% and expanded-cap diagnostics prevent an unjustified universal P1-infeasibility claim; they do not establish available financing.

4. **Unknown company facts stay unknown.** Current tax organization/elections, Stream surviving obligations, full Vistra issuing-entity scope, current Macquarie payoff/amendments, LC release consent, current cash/shares and funding approvals are not established. Existing-budget service allocations and guarantee support are not quotes or proof of completion capacity. The October 8 frozen cash/loan proxies are not verified October 11 balances.

5. **Tax allocations and capacity remain conditional.** Pro-rata section 704 allocations, interim closing, drawings settled against distributive income, assumed debt business use and current expense treatment require actual agreements and tax records. Zero unverified section 752 debt basis is an explicit scenario proxy, not actual zero or a one-direction valuation bound. The model does not perform the full general eleven-step partnership allocation or comprehensive outside-investor after-tax underwriting under sections 465/469. No unverified opening NOL or section 382 study is invented.

6. **Capital reserve use and tax treatment remain distinct.** The preserved workbook labels `22 Controls!A13` as “Annual landlord capital reserve / hard construction” at 0.25% in B13. Its `22 Project Monthly!U24` formula produces the same $0.345m first monthly P1 amount used in the runner; P2 is $0.916667m. Total source reserve cash is $62.1m/$165m by phase. Older captions call this maintenance capex and distinguish structural/major replacement reserves from routine maintenance. Principal tax now preserves those cash uses in a cumulative earmarked reserve ledger with no automatic deduction, depreciable basis, spending, release or extra terminal cash. This is an economic allocation, not evidence of a legally restricted account. IRS Publication 538's economic-performance framework supports requiring actual spending/service facts before deduction or capitalization. Routine-repair expensing is separately labeled as a contrary-source sensitivity. Actual draws, asset/service vintages, ownership and release rights remain unavailable, so no complete replacement-asset schedule or release benefit is asserted. The superseded routine-expense run is not final evidence. [IRS Publication 538](https://www.irs.gov/publications/p538).

**Other asset and disposition proxies.** Principal engineering-supported short-life allocation is zero; 10/30/50% cases are labeled sensitivities. Historical land tax basis, precise cost segregation, replacements and tax-return treatment remain unavailable. Unit-sale positive gain defaults to ordinary-character proxy pending section 751 allocation; buyer section 743(b) elections and resulting after-tax bid are not fully modeled. Unit-sale ATI depreciation reversal is an explicit inference with a completed toggle sensitivity, not an express rule stated in the cited IRS FAQ. Corporate capital-loss carryback income is unavailable.

7. **State and minimum taxes are partial.** Texas is modeled using separate taxable phase partnerships, full Texas apportionment, no COGS deduction, and the stated 2026/27 rate/threshold framework held as a planning assumption. Proper federal-return ordinary asset gain/loss enters total revenue; apportionment uses its separate statutory rules. Combined/unitary group treatment and repeated threshold use need legal determination; no complete combined-group alternative or future statutory forecast is supplied. Tenant property-tax/insurance reimbursements can be gross rental revenue; the frozen rent input has not been reconciled to an executed NNN reimbursement schedule. Following-May/event cash payments and terminal tax reserves are planning conventions, not complete return/deadline or estimated-tax safe-harbor computations. CAMT and BEAT are primary-law screens, not computed group liabilities.

8. **Credits are zero in the actual design.** No qualified NUAI-owned generating property or transferable generation credit is established. Eligibility/basis/transfer fixtures and primary-source screens do not constitute a transaction-specific credit carryforward ledger, executed credit sale, indemnity/recapture package or priced credit bridge. The failed-monetization stress has no economic effect where principal credits are already zero. No fuel-cell/storage redesign was selected or fully costed; one would require separate capital, fuel, operations, replacement, tax and financing work.

9. **Independent Power remains separate.** Its original conditional tax/financing cash flows and delivery tests are retained, not tax-reoptimized. The standalone beneficiary trace conserves a normalized $1m annual saving after generator tax and lender release across alternative generator, tenant, actual zero-NUAI-ownership and hypothetical 25% commercial-payment routes. All actual recognized incremental NUAI benefits remain zero. The illustration has no selected year, duration, new credit, annuity or funded value. NUAI net cash after its own taxes and restrictions remains unknown. A tariff rebate is tenant savings, not NUAI rent.

10. **Some capital alternatives remain incomplete.** Cash/reserved/PIK sponsor and approval-conditioned reimbursement diagnostics run, but no separately priced later sponsor refinancing or asset-sale takeout is delivered. The model rejects unpriced new-money takeout and unsupported simultaneous sponsor pledge/secondary-sale combinations. Equipment ownership, cash assignment and intercreditor approval remain assumptions. Historical book-cost reimbursement is a diagnostic, not approved available cash or verified tax basis.

11. **Search and valuation are bounded.** The principal 6%/7% grid, declared repayment modes, ownership targets, public cap and retention policies are finite. Backsolves add 4%/5% coupons and a bounded public-cap search; shortfall lower bounds are not priced tenant support. Re-optimized winners include tax/ownership/timing interactions. Failed D cases retain no feasible funded value; their cash-flow diagnostics cannot become stock targets or an additive funded-value bridge.

12. **Workbook and delivery limits remain explicit.** The workbook is reviewed against the external runner using its recorded engine and save/reopen evidence. Native Microsoft Excel calculation and equivalence are not claimed. Live workbook scenario changes that exceed its documented scope require the bundled runner and new hashes; old snapshots cannot be relabeled as re-optimized results. Final package hashes and visual checks accompany delivery. No original v2.6 artifact, website release or production deployment is changed by this work.

## 12. Mandate coverage

The 81 mapped mandate items comprise 35 implemented, 28 conditional and 18 limited items. These are item-level evidence classifications, not a percentage-complete assertion. Twelve narrower missing components are called out separately below so a partially implemented requirement does not conceal what is absent.

| ID | Requirement | Status | Implemented result and boundary |
|---|---|---|---|
| M1.1 | Preserve and authenticate the four v2.6 artifacts | implemented | Original artifact identities preserved and replayed; hashes are recorded in baseline evidence. |
| M1.2 | Reproduce selected and reference cases | implemented | Both authenticated selected/reference cases reproduce with zero recorded numerical differences. |
| M1.3 | Separate active sheets from archives | implemented | Final 132-sheet workbook separates 21 active sheets from 111 preserved source worksheets; independent package review confirms identical source worksheet bytes. |
| M1.4 | Audit ownership, contributions, services and later calls | conditional | Cash contributions, later calls, allocations and provider claims are explicit; actual contracts and service prices remain unverified. |
| M1.5 | Audit debt, reserves, LC, Macquarie and issuance | conditional | Debt, reserves, LC replacement, conditional Macquarie payoff and dated issuance reconcile; current payoff and consents are unknown. |
| M1.6 | Reconcile legacy taxes and embedded shields | implemented | Legacy tax remains an explicit comparator; current borrower/owner cash tax replaces the old shortcut without adding a second shield. |
| M1.7 | Recover runnable engine and inputs | implemented | Authenticated original engine and inputs are retained; v2.7 runs from source with bounded search and hashed case outputs. |
| M1.8 | Fix source cutoff and valuation date | limited | Valuation date and physical source assumptions remain frozen at October 8; legal research cutoff October 11 Pacific. No exhaustive October 9–11 filing or balance roll-forward certification. |
| M2.1 | Implement direct-leasing ownership | conditional | Direct leasing is principal. Original 80% financial common was not a proven developer promote and is re-underwritten, not deleted. |
| M2.2 | Identify surviving developer obligations | limited | Surviving contractual fees, exclusivity, termination and reimbursement are documented as unknown; no unsupported legal release or invented payment. |
| M2.3 | Price replacement services and support | conditional | Replacement services are allocated within existing soft costs/opex with separate incremental support-fee stresses; provider capacity and actual quotes unverified. |
| M2.4 | Retain and re-underwrite financial equity | conditional | Financial common cash support starts at a 100% maximum and is reduced to pass a 12% draw-dated NPV hurdle and 1.5x MOIC, independently of ownership. Selected P2 retains 100% common-cash funding for 60% ownership, with NUAI at 40% and zero P2 calls; negotiated support is unverified. |
| M2.5 | Separate strategy from tax classification | conditional | Direct leasing and federal partnership classification are separate model choices; no automatic project corporate tax is imposed. |
| M2.6 | Scope Vistra and ownership denominators | conditional | P1 5% fixed Vistra proxy and pre/post-secondary percentages reconcile; actual Project Company perimeter and agreement remain unresolved. |
| M3.1 | Preserve layers A and B | implemented | A preserves both replays; B is an explicit label correction without unsupported numeric improvement. |
| M3.2 | Run C with legacy debt and tax | implemented | C changes strategy/common underwriting with exact legacy reference debt and tax method. |
| M3.3 | Run D with fixed contractual financing | implemented | D fixes C debt, sponsor, preferred gross contributions and parent issuance; tax-induced failure is retained. |
| M3.4 | Run E financing and separate F timing | conditional | E re-underwrites the declared financing grid and cash-retention policies; F separately moves complete P2/Power schedules. |
| M3.5 | Run G policy channels | conditional | G tests named rent, construction cost and delivery changes separately; assumptions are not empirical policy forecasts. |
| M3.6 | Freeze C–E physical assumptions | implemented | C–E pre-tax physical invariants are checked; tax, ownership, financing and distribution policy remain the declared differences. |
| M3.7 | Keep principal tenant support at zero | implemented | Principal direct tenant construction support and prepaid rent are zero; shortfall lower bounds do not become funding. |
| M3.8 | Separate matched effects from optimization interactions | implemented | Matched fixed-contract effects are separated from redesign/timing interactions; unfunded cases have no funded value delta. |
| M4A.1 | Map legal entities, taxpayers and beneficiaries | conditional | Taxpayer/beneficiary chart is explicit; actual elections, tax-sharing arrangements and consolidation perimeter remain unknown. |
| M4A.2 | Trace borrower-to-shareholder cash | implemented | Borrower franchise cash, allocated tax items, NUAI owner tax and original/new shareholder distributions are separated. |
| M4B.1 | Build asset basis and depreciation register | limited | Asset classes/basis and a source capital-reserve ledger are implemented. Reserving cash creates no deduction, asset basis or release; documented spending/PIS vintages, engineering cost segregation and historical land basis remain unavailable. |
| M4B.2 | Test bonus and cost-segregation sensitivities | conditional | Principal undocumented short-life allocation is zero. Matched 10/30/50% sensitivities require explicit qualifying acquisition/classification assumptions. |
| M4B.3 | Screen qualified production property | conditional | Section 168(n) production-property eligibility is screened separately; ordinary data-center shell is not presumed qualifying and no principal deduction is recognized. |
| M4C.1 | Apply taxpayer-level interest limits | conditional | Partnership and owner ATI/interest, EBIE provenance, carryforwards and election sensitivities are implemented; actual exemptions/elections require documentation. |
| M4C.2 | Capitalize construction interest and apply ordering | conditional | Construction interest and financing-fee amortization are capitalized or deducted with current-law ordering; instrument tax characterization remains assumed. |
| M4C.3 | Avoid equity coupon deductions and duplicate shields | implemented | Preferred equity coupon has no automatic debt deduction; legacy interest shield is replaced rather than layered onto current tax. |
| M4D.1 | Calculate annual tax and dated payments | limited | Annual/monthly tax ledgers separate the source capital reserve from deductible expense and use dated planning payments; not tax-return or Form2220 safe-harbor calculations. |
| M4D.2 | Track NOL, interest, credits and ownership-change limits | limited | NOL, owner interest and partnership EBIE ledgers and section 382 caps exist; actual-design credits are zero and general credit carryforward/bridge modeling is absent. |
| M4D.3 | Use verified attributes and avoid false refunds | implemented | Unverified opening NOL, tax basis and attributes are not invented; no loss refund or valuation-allowance accounting gain is treated as cash. |
| M4D.4 | Screen state tax, CAMT and BEAT | limited | Texas margin, disposal revenue and payment reserve modeled under separate-entity/full-apportionment assumptions. CAMT/BEAT and combined-group rules are screens, not complete computations. |
| M4D.5 | Apply investor basis and capacity restrictions | limited | NUAI owner basis/EBIE/capacity are modeled; outside-investor tax capacity, sections 465/469 and legal allocations remain profiles/screens, not complete investor after-tax underwriting. |
| M4E.1 | Screen technology-specific credit eligibility | conditional | Primary-source technology/tax-owner eligibility matrix is complete for screening; no principal generation credit is recognized. |
| M4E.2 | Check labor, sourcing, PFE, basis and recapture | conditional | Labor, sourcing, PFE, bonus, basis and recapture gates are documented/tested; no actual documentation establishes eligibility. |
| M4E.3 | Apply section 179D cutoff | conditional | Section 179D cutoff/certification screened; no eligible commencement or certification evidence, so zero principal deduction. |
| M4E.4 | Keep alternative technologies outside fixed design | limited | No alternative fuel-cell/storage design is selected. Such a scenario would require its own complete costs, operations, replacements and financing; it has not been produced. |
| M4F.1 | Distinguish deductions, cash, transfers and loans | implemented | Deductions, usable owner cash savings, transferable credits and financing are distinguished; no deduction is treated as saleable construction cash. |
| M4F.2 | Model credit-transfer transaction terms | limited | Section 6418 terms/eligibility and a normalized fixture are documented; no actual credit buyer, transaction-specific terms, carryforward ledger or bridge facility in the full runner. |
| M4F.3 | Gate elective pay separately | conditional | Elective-pay eligibility is separately screened; corporate ownership does not create automatic refund rights and no principal elective-pay proceeds are modeled. |
| M4G.1 | Reconcile asset disposal taxes | conditional | Asset disposal basis, gain, recapture and Texas tax are modeled; exact allocations and corporate recapture treatment depend on legal classification and asset evidence. |
| M4G.2 | Reconcile unit transfers and buyer basis | limited | Outside basis, liability relief, EBIE transfer and ordinary-gain proxy modeled. Actual section 751 inventory and buyer 743(b) elections/step-up are not established or fully buyer-tax priced. |
| M4G.3 | Reprice secondary-sale alternative | conditional | 25%/50% P1 secondary sales are repriced with owner sale tax, buyer hurdles, future calls and resulting ownership; sale/collateral consents remain unverified. |
| M5.1 | Compare legacy, pre-bill and current law | implemented | Legacy, properly modeled pre-bill and current-law results use matched assets and fixed C financing; principal short-life basis remains zero. |
| M5.2 | Classify each source of tax change | implemented | Preexisting mechanisms, bill changes, terminated benefits, guidance and prior-method corrections are explicitly classified. |
| M5.3 | Report tax effects by taxpayer, year and provision | limited | Annual taxpayer/component ledgers report depreciation, interest, tax and disposal reversals. Aggregate matched-law differences include interactions rather than a complete additive Shapley-style provision decomposition. |
| M6.1 | Preserve independent Power financing and delivery | conditional | Independent Power financing/delivery gates and dated returns are preserved and shifted with F; the Power tax/financing package is not newly re-optimized. |
| M6.2 | Trace power-benefit recipients | conditional | Standalone normalized after-generator-tax benefit routes and conservation checks trace recipients; no actual NUAI ownership or contracted tariff/payment pass-through is inferred. |
| M6.3 | Keep PPA purchases separate from tenant revenue | implemented | PPA remains a purchase obligation and is not tenant revenue or proof of tenant lease duration; commercial changes remain separate sensitivities. |
| M7.1 | Compare coupon and repayment designs | implemented | Coupon-only control, level, sculpted and balloon/lifecycle-capital structures are separately tested. |
| M7.2 | Apply all facility capacity constraints | conditional | Eligible cost, value, DSCR, minimum equity, commitment and maturity constraints are explicit; lender acceptance remains hypothetical. |
| M7.3 | Separate underwriting and operating covenants | implemented | Underwriting DSCR, operating covenant, grace and distribution lockup are distinct fields/tests. |
| M7.4 | Require supported maturity and takeout | limited | Contract tails/maturity constrained; balloon payoff is assigned to hypothetical priced drawn lifecycle capital. Large undrawn commitments lack separate commitment-fee pricing or executed support; no independently priced refinancing is assumed. |
| M7.5 | Test sponsor reserves, PIK, reimbursement and takeout | limited | Cash/reserved/PIK sponsor and historical-cost reimbursement diagnostics price claims and constraints. No separately priced later sponsor refinancing/asset-sale takeout case is supplied. |
| M7.6 | Limit debt capacity to borrower-available cash | implemented | Owner tax relief does not automatically reduce borrower tax or increase lender cash; available cash is traced to the obligor. |
| M7.7 | Price lifecycle calls and test refusal | limited | Construction/later calls, maximum obligations and draw-dated provider returns reconcile, with refusal stresses. No separate undrawn common commitment fee or binding 10bn-per-phase commitment is priced/verified. |
| M7.8 | Preserve LC and Macquarie safeguards | conditional | LC collateral and Macquarie payoff/consent/net-cash gates retained. Unknown current balances remain conditionally frozen source proxies. |
| M8.1 | Evaluate P1 and P1+P2 separately | implemented | P1 and P1+P2 grids are separate; P1+P2 preserves independent power requirements. |
| M8.2 | Test retention targets and denominators | conditional | Ownership targets and post-Vistra denominators reconcile, but contribution proportions are independently negotiated assumptions; an ownership percentage does not imply proportional sponsor cash or verified carried interest. |
| M8.3 | Compare capital and monetization routes | conditional | Common/preferred/sponsor/equipment/parent issue/reimbursement/secondary routes are priced or separately labeled diagnostics; undocumented asset/approval scenarios are outside principal ranking. |
| M8.4 | Show binding constraints and expanded-cap diagnostic | implemented | Each rejected case retains exact failures; expanded 350m public-cap diagnostic is separated from principal 100m cap. |
| M8.5 | Rank value with risk and execution limitations | limited | Packages rank raw conditional original-holder value; the top balloon package depends on very large later calls, lacks an undrawn common commitment fee and is not proven risk-adjusted superior or market-executable. |
| M9.1 | Show fixed 11%,13%,15% sensitivities | implemented | Same dated original-holder distributions are valued at 11%,13%,15%; re-optimization is separate. |
| M9.2 | Separate sources of holder value | implemented | Matched bridge reports pre-tax/strategy, tax-method/current-law, financing and timing; new/public and original distributions remain distinct. |
| M9.3 | Avoid treating debt as operating value | implemented | Debt proceeds fund uses with repayment/provider claims; 6% borrowing versus 11% valuation is not risk-free arbitrage. Ranked value excludes an unverified undrawn common commitment fee, disclosed as a limit. |
| M9.4 | Avoid duplicate tax-shield valuation | implemented | Current cash tax has no additional APV tax shield or automatic discount-rate reduction. |
| M9.5 | Test explicit policy transmission channels | conditional | Supply-response, selective-scarcity and durable-delivery cases use named rent/cost/date channels; no claim that the bill predicts those assumed magnitudes. |
| M10.1 | Provide dashboard and evidence status | implemented | Dashboard exposes principal metrics, failure labels, ownership, liabilities and economic-versus-executed status with input/result hashes. |
| M10.2 | Backsolve support and earliest tested P2 timing | limited | Backsolves test 4%,5%,6%,7% coupons and bisect the 100–350m public cap to a 0.25m bracket; ownership funding gaps and earliest tested P2 start are bounded, not global minima or executable commitments. |
| M10.3 | Identify unavailable and displaced benefits | implemented | No principal credits, unavailable loss capacity, other-taxpayer power benefits and claims consuming cash are explicit. |
| M10.4 | Independently reconcile cash, tax and ownership | implemented | Engine tests and independent full-run cash/basis/claim reconstruction validate recorded invariants within stated tolerance; legal evidence remains separate. |
| M10.5 | Run downside and refusal stresses | implemented | Overrun, delay, no-credit, LC refusal, preferred classification, balloon refusal, future-call and tax-capacity stresses are recorded. |
| M10.6 | Label failed cases consistently | implemented | Failed packages display No feasible funded value; any diagnostic PV is explicitly non-achievable and not a stock target. |
| M10.7 | Recalculate, save and reopen workbook | limited | ArtifactTool 2.8.91 recalculated eight live cases and reopened saved active components and the final merged workbook: 310,631 numeric comparisons passed, plus two live edit/stale regressions. Native Excel/LibreOffice recalculation was not performed. |
| M10.8 | Bundle reproducible code, inputs and bounds | implemented | Runnable source, inputs, bounds, case hashes and tests are bundled, including portable node runner/independent-integration-review.mjs for independent arithmetic reconstruction; no global optimum claim. |
| M10.9 | Deliver dated workbook, reports and bundle | conditional | Completion-dated workbook, memo, explanation, register and reproducibility files are generated and reviewed under their evidence manifests. Final package and delivery hashes are established separately by the coordinating agent; this register does not certify subsequent packaging or upload. |
| M10.10 | Make active model and archive reviewable | implemented | Twenty-one active sheets and 111 archived source sheets are separated; 21 rendered ranges were accepted. Eight supported live cases and capture-staleness warnings make workbook scope explicit. |
| M10.11 | Provide developer/tax/law/financing attribution | limited | Matched quantitative bridge identifies strategy, tax correction, law and financing/timing effects; absent funded D values prevent a misleading additive funded-value bridge. |
| M10.12 | Preserve originals and avoid publication | implemented | Work is isolated under nuai-v27-work; original v2.6 artifacts and website/recovery are preserved; no production publication authorized. |

| Missing component | Related requirements | Status | Boundary |
|---|---|---|---|
| Undrawn common commitment fee and market commitment evidence | M7.4, M7.7, M8.5 | Not implemented | No separate undrawn common fee; drawn-cash hurdle and caps do not price or verify a commitment. |
| Full independent-generator tax/financing re-optimization | M6.1, M6.2 | Not implemented | Original conditional Power package retained; beneficiary trace is a normalized conservation illustration. |
| Transaction-specific nonzero credit carryforward, sale and bridge | M4D.2, M4F.2 | Not implemented | Actual design recognizes zero unverified credits; normalized fixture is not a transaction or financed-value case. |
| Complete replacement-asset/PIS and reserve-release schedule | M4B.1 | Not implemented | Reserve contributions are economic cash uses; no supported spending/vintages or release rights supplied. |
| Full general partnership allocations and external investor tax underwriting | M4A.1, M4D.5 | Not implemented | Selected allocation/basis/EBIE mechanics exist; full section 704/752 allocation and section 465/469 investor treatment remain incomplete. |
| Full Texas combined-group and return-deadline computation | M4D.4 | Not implemented | Separate-phase planning assumptions and law screens only; no combined-group alternative or complete final-return calendar. |
| Computed CAMT and BEAT group liabilities | M4D.4 | Not implemented | Primary-law screens only; required corporate/group data unavailable. |
| Separately priced later sponsor refinance/asset-sale takeout | M7.5 | Not implemented | Reserved/PIK/reimbursement tests exist, but no distinct priced later takeout case. |
| Full buyer section 743(b) tax bid and actual section 751 allocation | M4G.2 | Not implemented | Ordinary-gain proxy and buyer financial hurdles do not establish complete buyer-tax pricing. |
| Fully costed alternative generation/storage redesign | M4E.4 | Not implemented | No alternative design selected; credit eligibility alone cannot substitute for complete economics. |
| Exhaustive October 9–11 company filing and balance roll-forward | M1.8 | Not implemented | Physical/balance sources are frozen October 8; legal research cutoff is separately stated. |
| Native Microsoft Excel/LibreOffice recalculation | M10.7 | Not implemented | ArtifactTool recalculation and saved-file import passed; native Excel equivalence not claimed. |

Final bundle creation and delivery are performed by the coordinating agent after this register closes. Those package/upload hashes belong in the final manifest; this register verifies the component evidence above, not a later archive byte stream or delivery receipt.

## 13. Primary-source bibliography

The generated source appendix follows. Existing research source identifiers and locators are preserved; retrieval on October 12 does not move the evidence cutoff forward. The 2024 U.S. Code is a historical baseline read together with the 2025 enacted amendments, not an assertion that the 2024 text alone states current law.


- **CO:NUAI_8K_20261008** — NUAI 8K 20261008. [https://www.sec.gov/Archives/edgar/data/2028336/000121390026107704/ea0308042-8k_newera.htm](https://www.sec.gov/Archives/edgar/data/2028336/000121390026107704/ea0308042-8k_newera.htm)
  Locators: Item 1.01, Item 8.01.
- **CO:NUAI_PPA_DFA_20260921** — NUAI PPA DFA 20260921. [https://www.sec.gov/Archives/edgar/data/2028336/000121390026101642/ea0305716-8k_newera.htm](https://www.sec.gov/Archives/edgar/data/2028336/000121390026101642/ea0305716-8k_newera.htm)
  Locators: Item 1.01 Power Purchase Agreement, Development Framework Agreement.
- **CO:NUAI_Q2_2026** — NUAI Q2 2026. [https://www.sec.gov/Archives/edgar/data/2028336/000121390026090138/ea0301610-10q_newera.htm](https://www.sec.gov/Archives/edgar/data/2028336/000121390026090138/ea0301610-10q_newera.htm)
  Locators: Note 3 Asset Acquisition, Note 5 Debt, cover page, MD&A liquidity.
- **CO:NUAI_TERM_AGREEMENT_20260408** — NUAI TERM AGREEMENT 20260408. [https://www.sec.gov/Archives/edgar/data/2028336/000121390026041499/ea028535301ex10-1.htm](https://www.sec.gov/Archives/edgar/data/2028336/000121390026041499/ea028535301ex10-1.htm)
  Locators: preamble, section 5.10, Permitted Tax Distributions definition, sections 7.06-7.08, section 7.20-7.21.
- **CO:NUAI_10K_2025** — NUAI 10K 2025. [https://www.sec.gov/Archives/edgar/data/2028336/000121390026026501/ea0276741-10k_newera.htm](https://www.sec.gov/Archives/edgar/data/2028336/000121390026026501/ea0276741-10k_newera.htm)
  Locators: Note 13 Income Taxes; F-33/F-34, Leasing Structure, Capitalization and Financing Framework, Strategic Partnerships.
- **CO:NUAI_10KA_20260313** — NUAI 10KA 20260313. [https://www.sec.gov/Archives/edgar/data/2028336/000121390026027143/ea0281493-10ka1_newera.htm](https://www.sec.gov/Archives/edgar/data/2028336/000121390026027143/ea0281493-10ka1_newera.htm)
  Locators: Explanatory Note.
- **CO:NUAI_STREAM_424B5_20260409** — NUAI STREAM 424B5 20260409. [https://www.sec.gov/Archives/edgar/data/2028336/000121390026042156/ea0285811-424b5_newera.htm](https://www.sec.gov/Archives/edgar/data/2028336/000121390026042156/ea0285811-424b5_newera.htm)
  Locators: Stream Letter of Intent, Term Loan Agreement.
- **CO:NUAI_STREAM_PR_20260401** — NUAI STREAM PR 20260401. [https://investors.newerainfra.ai/news/news-details/2026/New-Era-Energy--Digital-Partners-with-Stream-Data-Centers-for-Flagship-TCDC-Campus/default.aspx](https://investors.newerainfra.ai/news/news-details/2026/New-Era-Energy--Digital-Partners-with-Stream-Data-Centers-for-Flagship-TCDC-Campus/default.aspx)
  Locators: Strategic Rationale, Management Commentary.
- **CO:NUAI_Q2_PR_20260814** — NUAI Q2 PR 20260814. [https://investors.newerainfra.ai/news/news-details/2026/New-Era-Energy--Digital-Files-Q2-2026-Form-10-Q-and-Announces-TCDC-Construction-Permits/default.aspx](https://investors.newerainfra.ai/news/news-details/2026/New-Era-Energy--Digital-Files-Q2-2026-Form-10-Q-and-Announces-TCDC-Construction-Permits/default.aspx)
  Locators: Phase 2 Power Capacity, Construction Permits in Hand, Corporate and Funding.
- **CO:NUAI_ATM_20260924** — NUAI ATM 20260924. [https://www.sec.gov/Archives/edgar/data/2028336/000121390026102865/ea0306416-424b5_newera.htm](https://www.sec.gov/Archives/edgar/data/2028336/000121390026102865/ea0306416-424b5_newera.htm)
  Locators: cover, Use of Proceeds.
- **TX:S01** — Public Law119-21, July4,2025, §§70301,70303,70307,70341,70342. [https://www.govinfo.gov/content/pkg/PLAW-119publ21/html/PLAW-119publ21.htm](https://www.govinfo.gov/content/pkg/PLAW-119publ21/html/PLAW-119publ21.htm)
- **TX:S02** — 26USC168 (2024 baseline), §§(b)-(g),(k). [https://www.govinfo.gov/content/pkg/USCODE-2024-title26/html/USCODE-2024-title26-subtitleA-chap1-subchapB-partVI-sec168.htm](https://www.govinfo.gov/content/pkg/USCODE-2024-title26/html/USCODE-2024-title26-subtitleA-chap1-subchapB-partVI-sec168.htm)
- **TX:S03** — IRS Notice2026-11, §§2-4. [https://www.irs.gov/pub/irs-drop/n-26-11.pdf](https://www.irs.gov/pub/irs-drop/n-26-11.pdf)
- **TX:S04** — IRS Notice2026-16, §§4-9. [https://www.irs.gov/pub/irs-drop/n-26-16.pdf](https://www.irs.gov/pub/irs-drop/n-26-16.pdf)
- **TX:S05** — IRS Publication946 (2025), classification/conventions/QIP tables. [https://www.irs.gov/publications/p946](https://www.irs.gov/publications/p946)
- **TX:S06** — IRS Publication5653 (2-2025), pp18-19 and chapter8A, classification evidence; training, not precedential authority. [https://www.irs.gov/pub/irs-pdf/p5653.pdf](https://www.irs.gov/pub/irs-pdf/p5653.pdf)
- **TX:S07** — IRS FS2026-14, August19,2026, topicsA-D. [https://www.irs.gov/newsroom/questions-and-answers-about-the-limitation-on-the-deduction-for-business-interest-expense](https://www.irs.gov/newsroom/questions-and-answers-about-the-limitation-on-the-deduction-for-business-interest-expense)
- **TX:S08** — TreasuryReg1.163(j)-3(b), ordering. [https://www.ecfr.gov/current/title-26/section-1.163(j)-3](https://www.ecfr.gov/current/title-26/section-1.163(j)-3)
- **TX:S09** — IRS LLC classification. [https://www.irs.gov/businesses/small-businesses-self-employed/llc-filing-as-a-corporation-or-partnership](https://www.irs.gov/businesses/small-businesses-self-employed/llc-filing-as-a-corporation-or-partnership)
- **TX:S10** — 26USC704(b)-(d). [https://www.govinfo.gov/content/pkg/USCODE-2024-title26/pdf/USCODE-2024-title26-subtitleA-chap1-subchapK-partI-sec704.pdf](https://www.govinfo.gov/content/pkg/USCODE-2024-title26/pdf/USCODE-2024-title26-subtitleA-chap1-subchapK-partI-sec704.pdf)
- **TX:S11** — 26USC752. [https://www.govinfo.gov/content/pkg/USCODE-2024-title26/html/USCODE-2024-title26-subtitleA-chap1-subchapK-partII-subpartD-sec752.htm](https://www.govinfo.gov/content/pkg/USCODE-2024-title26/html/USCODE-2024-title26-subtitleA-chap1-subchapK-partII-subpartD-sec752.htm)
- **TX:S12** — TreasuryReg1.752-2, recourse. [https://www.ecfr.gov/current/title-26/section-1.752-2](https://www.ecfr.gov/current/title-26/section-1.752-2)
- **TX:S13** — TreasuryReg1.752-3, nonrecourse. [https://www.ecfr.gov/current/title-26/chapter-I/subchapter-A/part-1/subject-group-ECFRa5bc2d5ea730273/section-1.752-3](https://www.ecfr.gov/current/title-26/chapter-I/subchapter-A/part-1/subject-group-ECFRa5bc2d5ea730273/section-1.752-3)
- **TX:S14** — TreasuryReg1.163(j)-6(c),(f)-(h), examples7-10. [https://www.ecfr.gov/current/title-26/section-1.163(j)-6](https://www.ecfr.gov/current/title-26/section-1.163(j)-6)
- **TX:S15** — Form8990 instructions (12/2025), ScheduleA43(h), with 2026statutory changes applied separately. [https://www.irs.gov/instructions/i8990](https://www.irs.gov/instructions/i8990)
- **TX:S16** — 26USC163(j)(4), prebill partnership framework. [https://www.govinfo.gov/content/pkg/USCODE-2024-title26/html/USCODE-2024-title26-subtitleA-chap1-subchapB-partVI-sec163.htm](https://www.govinfo.gov/content/pkg/USCODE-2024-title26/html/USCODE-2024-title26-subtitleA-chap1-subchapB-partVI-sec163.htm)
- **TX:S17** — IRS Publication542, corporation limitations; and IRS entity definition. [https://www.irs.gov/pub/irs-pdf/p542.pdf](https://www.irs.gov/pub/irs-pdf/p542.pdf); [https://www.irs.gov/faqs/small-business-self-employed-other-business/entities/entities-5](https://www.irs.gov/faqs/small-business-self-employed-other-business/entities/entities-5)
- **TX:S18** — 26USC172(a)-(d). [https://www.govinfo.gov/content/pkg/USCODE-2024-title26/html/USCODE-2024-title26-subtitleA-chap1-subchapB-partVI-sec172.htm](https://www.govinfo.gov/content/pkg/USCODE-2024-title26/html/USCODE-2024-title26-subtitleA-chap1-subchapB-partVI-sec172.htm)
- **TX:S19** — 26USC11(b). [https://www.govinfo.gov/content/pkg/USCODE-2024-title26/html/USCODE-2024-title26-subtitleA-chap1-subchapA-partII-sec11.htm](https://www.govinfo.gov/content/pkg/USCODE-2024-title26/html/USCODE-2024-title26-subtitleA-chap1-subchapA-partII-sec11.htm)
- **TX:S20** — 26USC382(a)-(g),(l), including163(j)carryovers at(d)(3). [https://www.govinfo.gov/content/pkg/USCODE-2024-title26/pdf/USCODE-2024-title26-subtitleA-chap1-subchapC-partV-sec382.pdf](https://www.govinfo.gov/content/pkg/USCODE-2024-title26/pdf/USCODE-2024-title26-subtitleA-chap1-subchapC-partV-sec382.pdf)
- **TX:S21** — IRS CAMT and 2025interim method. [https://www.irs.gov/inflation-reduction-act-of-2022/corporate-alternative-minimum-tax](https://www.irs.gov/inflation-reduction-act-of-2022/corporate-alternative-minimum-tax); [https://www.irs.gov/irb/2025-26_IRB](https://www.irs.gov/irb/2025-26_IRB)
- **TX:S22** — IRS Publication544(2025), chapter3. [https://www.irs.gov/publications/p544](https://www.irs.gov/publications/p544)
- **TX:S23** — TreasuryReg1.168(i)-8, disposition rules. [https://www.ecfr.gov/current/title-26/section-1.168(i)-8](https://www.ecfr.gov/current/title-26/section-1.168(i)-8)
- **TX:S24** — IRS Publication541(12/2025), outsidebasis, guaranteedpayments and disposition. [https://www.irs.gov/publications/p541](https://www.irs.gov/publications/p541)
- **TX:S25** — TexasComptroller, report-year rates. [https://comptroller.texas.gov/taxes/franchise/](https://comptroller.texas.gov/taxes/franchise/)
- **TX:S26** — TexasComptroller franchise overview. [https://comptroller.texas.gov/taxes/publications/98-806.php](https://comptroller.texas.gov/taxes/publications/98-806.php); [https://star.comptroller.texas.gov/view/202312001P](https://star.comptroller.texas.gov/view/202312001P)
- **TX:S27** — TexasRegister, adopted34TAC3.588, effectiveJune21,2026. [https://www.sos.texas.gov/texreg/archive/June122026/Adopted%20Rules/34.PUBLIC%20FINANCE.html](https://www.sos.texas.gov/texreg/archive/June122026/Adopted%20Rules/34.PUBLIC%20FINANCE.html); [https://star.comptroller.texas.gov/view/202512012M](https://star.comptroller.texas.gov/view/202512012M)
- **TX:S28** — TexasComptroller propertytax basics. [https://comptroller.texas.gov/taxes/property-tax/basics.php](https://comptroller.texas.gov/taxes/property-tax/basics.php)
- **TX:S29** — TexasComptroller data-center certification. [https://comptroller.texas.gov/taxes/data-centers/](https://comptroller.texas.gov/taxes/data-centers/); [https://comptroller.texas.gov/taxes/data-centers/faq.php](https://comptroller.texas.gov/taxes/data-centers/faq.php)
- **CR:SLAW** — P.L.119-21 enactedJuly4,2025; sections70507,70512,70513. [https://www.govinfo.gov/content/pkg/PLAW-119publ21/html/PLAW-119publ21.htm](https://www.govinfo.gov/content/pkg/PLAW-119publ21/html/PLAW-119publ21.htm)
- **CR:S48** — Official2024 U.S.Code48; read with2025law. [https://www.govinfo.gov/content/pkg/USCODE-2024-title26/html/USCODE-2024-title26-subtitleA-chap1-subchapA-partIV-subpartE-sec48.htm](https://www.govinfo.gov/content/pkg/USCODE-2024-title26/html/USCODE-2024-title26-subtitleA-chap1-subchapA-partIV-subpartE-sec48.htm)
- **CR:S48E** — Official2024 U.S.Code48E; read with2025law. [https://www.govinfo.gov/content/pkg/USCODE-2024-title26/html/USCODE-2024-title26-subtitleA-chap1-subchapA-partIV-subpartE-sec48E.htm](https://www.govinfo.gov/content/pkg/USCODE-2024-title26/html/USCODE-2024-title26-subtitleA-chap1-subchapA-partIV-subpartE-sec48E.htm)
- **CR:S45Y** — Official2024 U.S.Code45Y; read with2025law. [https://www.govinfo.gov/content/pkg/USCODE-2024-title26/html/USCODE-2024-title26-subtitleA-chap1-subchapA-partIV-subpartD-sec45Y.htm](https://www.govinfo.gov/content/pkg/USCODE-2024-title26/html/USCODE-2024-title26-subtitleA-chap1-subchapA-partIV-subpartD-sec45Y.htm)
- **CR:S50** — Official2024 U.S.Code50; additional2025 PFE recapture separately. [https://www.govinfo.gov/content/pkg/USCODE-2024-title26/html/USCODE-2024-title26-subtitleA-chap1-subchapA-partIV-subpartE-sec50.htm](https://www.govinfo.gov/content/pkg/USCODE-2024-title26/html/USCODE-2024-title26-subtitleA-chap1-subchapA-partIV-subpartE-sec50.htm)
- **CR:S6418** — Official2024 U.S.Code6418; read with2025 buyer restrictions. [https://www.govinfo.gov/content/pkg/USCODE-2024-title26/html/USCODE-2024-title26-subtitleF-chap65-subchapB-sec6418.htm](https://www.govinfo.gov/content/pkg/USCODE-2024-title26/html/USCODE-2024-title26-subtitleF-chap65-subchapB-sec6418.htm)
- **CR:S179D** — Official2024 U.S.Code179D before new termination. [https://www.govinfo.gov/content/pkg/USCODE-2024-title26/html/USCODE-2024-title26-subtitleA-chap1-subchapB-partVI-sec179D.htm](https://www.govinfo.gov/content/pkg/USCODE-2024-title26/html/USCODE-2024-title26-subtitleA-chap1-subchapB-partVI-sec179D.htm)
- **CR:S3468** — IRS2025 Form3468 instructions; effective-date discrepancy flagged. [https://www.irs.gov/instructions/i3468](https://www.irs.gov/instructions/i3468)
- **CR:SREG45Y48E** — TD10024 final clean-electricity regulations, IRB2025-12. [https://www.irs.gov/irb/2025-12_IRB](https://www.irs.gov/irb/2025-12_IRB)
- **CR:SPFE** — Notice2026-15, IRB2026-11; interim MACR/PFE guidance. [https://www.irs.gov/pub/irs-drop/n-26-15.pdf](https://www.irs.gov/pub/irs-drop/n-26-15.pdf)
- **CR:SPWA** — IRS prevailing wage/apprenticeship FAQs. [https://www.irs.gov/credits-deductions/frequently-asked-questions-about-the-prevailing-wage-and-apprenticeship-under-the-inflation-reduction-act](https://www.irs.gov/credits-deductions/frequently-asked-questions-about-the-prevailing-wage-and-apprenticeship-under-the-inflation-reduction-act)
- **CR:SPWAREG** — TD9998 PWA final regulations, IRB2024-34. [https://www.irs.gov/irb/2024-34_IRB](https://www.irs.gov/irb/2024-34_IRB)
- **CR:STRANSFER** — IRS transferability FAQs. [https://www.irs.gov/credits-deductions/elective-pay-and-transferability-frequently-asked-questions-transferability](https://www.irs.gov/credits-deductions/elective-pay-and-transferability-frequently-asked-questions-transferability)
- **CR:SREG6418** — TD9993 transferability final regulations, IRB2024-25. [https://www.irs.gov/irb/2024-25_IRB](https://www.irs.gov/irb/2024-25_IRB)
- **CR:SELECTIVE** — IRS elective-pay FAQs. [https://www.irs.gov/credits-deductions/elective-pay-and-transferability-frequently-asked-questions-elective-pay](https://www.irs.gov/credits-deductions/elective-pay-and-transferability-frequently-asked-questions-elective-pay)
- **CR:SREG6417** — TD9988 elective-pay final regulations, IRB2024-15. [https://www.irs.gov/irb/2024-15_IRB](https://www.irs.gov/irb/2024-15_IRB)
- **CR:S4255** — IRS Form4255 instructions, Dec2025. [https://www.irs.gov/instructions/i4255](https://www.irs.gov/instructions/i4255)
- **CR:S7205** — IRS Form7205 instructions, Dec2025. [https://www.irs.gov/instructions/i7205](https://www.irs.gov/instructions/i7205)
- **CR:SRP202532** — Revenue Procedure2025-32 section3.25;2026 inflation amounts. [https://www.irs.gov/pub/irs-drop/rp-25-32.pdf](https://www.irs.gov/pub/irs-drop/rp-25-32.pdf)
- **CR:SASHRAE** — Announcement2023-1; applicable ASHRAE standard. [https://www.irs.gov/irb/2023-03_IRB](https://www.irs.gov/irb/2023-03_IRB)
- **ADD:BEAT** — IRS Form8991 instructions12/2025: applicable taxpayer, aggregate gross receipts/base erosion,10.5%2026+ andbank/dealeradjustment. [https://www.irs.gov/instructions/i8991](https://www.irs.gov/instructions/i8991)
- **ADD:LAW** — PublicLaw119-21 §70331: BEAT amendment/effective date. [https://www.govinfo.gov/content/pkg/PLAW-119publ21/html/PLAW-119publ21.htm](https://www.govinfo.gov/content/pkg/PLAW-119publ21/html/PLAW-119publ21.htm)
- **ADD:CAMT** — IRS corporate alternative minimum tax overview; aggregation/AFSI screen. [https://www.irs.gov/inflation-reduction-act-of-2022/corporate-alternative-minimum-tax](https://www.irs.gov/inflation-reduction-act-of-2022/corporate-alternative-minimum-tax)
- **ADD:TXCODE** — TexasTaxCode §§171.0011,171.1011,171.1014,171.105: finaltax,revenue,grouping,apportionment. [https://tcss.legis.texas.gov/resources/TX/htm/TX.171.htm](https://tcss.legis.texas.gov/resources/TX/htm/TX.171.htm)
- **ADD:TXFORM** — TexasComptroller long-form help: gains/losses, final accounting date. [https://comptroller.texas.gov/help/franchise/long-form.php](https://comptroller.texas.gov/help/franchise/long-form.php)
- **ADD:TXTIMING** — TexasComptroller: annualMay15, finalreport/payment,2026/27 rates andthresholds. [https://comptroller.texas.gov/taxes/franchise/](https://comptroller.texas.gov/taxes/franchise/)
- **ADD:TXREVENUE** — 34TAC3.587 effectiveMar1,2026: federalform-based totalrevenue. [https://star.comptroller.texas.gov/view/202603001R](https://star.comptroller.texas.gov/view/202603001R)
- **ADD:TX2026FORM** — 2026TexasFranchiseInstructions05-915, p16 Item6: Form1065line6 andScheduleK8,9a,10. [https://comptroller.texas.gov/forms/05-915.pdf](https://comptroller.texas.gov/forms/05-915.pdf)
- **ADD:TXAPPORTION** — 2020memo with explicit2021supersessionalert: distinguish totalrevenue frompositive-per-asset apportionment. [https://star.comptroller.texas.gov/view/202001008M](https://star.comptroller.texas.gov/view/202001008M)
- **ADD:TXFAQ** — CurrentTexasComptroller revenueFAQ:2026conformity andNNNreimbursements. [https://comptroller.texas.gov/taxes/franchise/faq/revenue.php](https://comptroller.texas.gov/taxes/franchise/faq/revenue.php)

- **ADD:ECONOMICPERFORMANCE** — IRS Publication 538 (January 2022), Expenses and Economic Performance. [https://www.irs.gov/publications/p538](https://www.irs.gov/publications/p538)
  Retrieved October 12, 2026; Expenses/Economic Performance, lines 907–920 in the retrieval. Accrual timing depends on a fixed liability, a reasonably determinable amount and economic performance. The model's source reserve alone does not establish actual repair expense, acquisition, basis or placed-in-service facts. Source workbook captions and formulas are documented in section 11 and the coverage JSON.