Hyperscale Data Announces Plan for its askROI Subsidiary to Go Public in the Second or Third Quarter of 2027

Hyperscale Data expects ownership in a post-transaction public entity could enhance its market capitalization.

Rhea-AI Summary

Hyperscale Data (NYSE American: GPUS) plans to take its askROI subsidiary public in the second or third quarter of 2027. The AI software business could pursue a reverse takeover, an initial public offering or a transaction with a special purpose acquisition company. The route has not been selected, and completion depends on financial and regulatory requirements and market conditions.

For a reverse takeover, the timetable also depends on completing a subsequent resale registration filing for shares Hyperscale Data would receive from the unidentified public company buying askROI in the first half of 2027. Milton “Todd” Ault III will step down as askROI CEO. askROI expects to appoint Joseph Spaziano as CEO and Ryan Doucette as president; Spaziano would leave his Hyperscale Data chief technology officer role. The company intends the separation to establish an independent market valuation for askROI.

1 point · 0 major

MixediHow this balance works

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It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

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0 major · 2 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Moderate point. Forward-looking: it has not happened yet and may not happen.askROI's planned public listing targets completion in the second or third quarter of 2027.

Negative

• Minor point. Forward-looking: it has not happened yet and may not happen.The planned listing remains subject to financial and regulatory requirements and prevailing market conditions.
• Minor point. Forward-looking: it has not happened yet and may not happen.A reverse takeover timetable also depends on a subsequent resale registration filing for shares Hyperscale Data would receive.

Key Figures

Target transaction completion: Second or third quarter of 2027 Conditional RTO sale timing: First half of 2027

Target transaction completion

Second or third quarter of 2027

Company and askROI target for consummating the transaction

Conditional RTO sale timing

First half of 2027

Timing stated for a sale of askROI if the transaction is an RTO

Key Terms

reverse takeover, initial public offering, special purpose acquisition company, resale registration statement

4 terms

reverse takeover financial

"through a reverse takeover ("RTO")"

A reverse takeover is when a private company becomes publicly traded by merging into or being bought by an already public shell company, instead of going through a traditional initial public offering. Investors care because it’s a faster, often cheaper route to public markets that can bring growth opportunities but also higher risk from less scrutiny, possible hidden liabilities, and sudden changes in ownership or share value—think of it as buying a ready-made storefront rather than building one from scratch.

initial public offering financial

"an initial public offering of askROI's securities ("IPO")"

An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.

special purpose acquisition company financial

"the use of a special purpose acquisition company (a "SPAC")"

A special purpose acquisition company (SPAC) is a company formed with the sole purpose of raising money through a public offering to buy or merge with an existing private business. It acts like a vehicle that allows private companies to go public more quickly and with less complexity. For investors, it offers an opportunity to invest early in a potential acquisition, though it also carries risks if the intended deal doesn’t materialize.

resale registration statement regulatory

"completion of the subsequent filing of a resale registration statement"

A resale registration statement is a document filed with regulators that allows existing shareholders to sell their shares to the public. It provides the necessary legal approval and information for these shares to be resold on the market, helping to increase the availability of shares for trading. For investors, it signals that shares held by current owners can be offered for sale, potentially affecting share prices and market liquidity.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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askROI Offers an All-in-One Platform Featuring More Than 240 Productivity Tools, Generative AI, Business Automation and Advanced AI Research

LAS VEGAS, Oct. 16, 2026 /PRNewswire/ -- Hyperscale Data, Inc. (NYSE American: GPUS), an artificial intelligence ("AI") data center company ("Hyperscale Data" or the "Company"), today announced that its subsidiary, askROI, Inc. ("askROI"), an AI technology company, is preparing to become a separate, publicly traded company, whether through a reverse takeover ("RTO"), an initial public offering of askROI's securities ("IPO"), or through the use of a special purpose acquisition company (a "SPAC" and collectively with the RTO and the IPO, a "Transaction"). The Company and askROI are targeting a consummated Transaction by the second or third quarter of 2027, depending upon the type of transaction that the Company ultimately determines to pursue, and if the Transaction constitutes an RTO, the completion of the subsequent filing of a resale registration statement registering the shares of the current public company, which has not been identified, that the Company would receive in the RTO in consideration for the Company's sale of askROI to it in the first half of 2027, subject to the completion of necessary financial and regulatory requirements, as well as prevailing market conditions.

askROI is an AI technology company offering an all-in-one AI productivity, research, automation and content creation platform. Available through web and mobile applications, askROI provides access to leading AI models, more than 240 productivity tools, custom AI applications, enterprise knowledge management capabilities and generative AI technologies. The platform serves individuals, entrepreneurs, professionals and businesses seeking to leverage artificial intelligence to improve productivity, automate workflows and accelerate innovation. For more information, visit www.askROI.com.

The intended public listing represents another step in Hyperscale Data's broader strategy to unlock stockholder value by positioning its operating businesses to pursue independent growth opportunities and establish separate market valuations.

In connection with the preparation of the Transaction, Milton "Todd" Ault III will step down as Chief Executive Officer of askROI and askROI is expected to appoint Joseph Spaziano as Chief Executive Officer and Ryan Doucette as President. Mr. Spaziano, who currently serves as Chief Technology Officer of Hyperscale Data, as well as President and Chief Operating Officer of askROI, would step down from his role at Hyperscale Data to focus solely on askROI. Mr. Doucette currently serves as Head of Product at askROI. The Company currently anticipates, but cannot state with any certainty, that Messrs. Spaziano and Doucette would continue in these positions subsequent to any Transaction.

The planned leadership transition is intended to provide askROI with a dedicated management team focused on scaling its AI platform and positioning the company for independent operations.

Milton "Todd" Ault III, Founder and Executive Chairman of Hyperscale Data, commented: "We believe there is incredible value in askROI, which is currently not being recognized by the public markets while it is a subsidiary of Hyperscale Data. We also believe comparable AI technology companies often trade at substantially higher valuations, and we further believe that the stockholders of the Company would benefit from having askROI be a separate entity and have the ability to establish its own independent market value since we expect that such a separation could enhance the market capitalization of the Company by virtue of its ownership of a post-Transaction public entity. Finally, we expect this planned public listing can benefit Hyperscale Data stockholders, as well as future askROI shareholders, by providing greater transparency into the value of the business while creating a platform for future growth, access to capital and long-term shareholder value creation."

The Company expects to provide additional information regarding the transaction structure, corporate organization and listing timetable for the planned public listing of askROI at a later date. There can be no assurance that the proposed public listing will occur within the anticipated timeframe or at all.

The planned public listing of askROI is consistent with Hyperscale Data's broader strategy of evaluating opportunities to establish independent market valuations for its portfolio businesses. Management believes that separating certain operating businesses into independently valued enterprises could provide investors with greater transparency into the underlying assets and operations of Hyperscale Data. The Company intends to continue evaluating strategic alternatives for its subsidiaries and investments as it seeks to maximize long-term stockholder value.

For more information on Hyperscale Data and its subsidiaries, Hyperscale Data recommends that stockholders, investors and any other interested parties read Hyperscale Data's public filings and press releases available under the Investor Relations section at hyperscaledata.com or available at www.sec.gov.

About Hyperscale Data, Inc.

Through Sentinum, Inc., Hyperscale Data owns and operates a data center at which it offers colocation and hosting services for the emerging AI ecosystems and other industries. Another of Hyperscale Data's wholly owned subsidiaries, Ault Capital Group, Inc. ("ACG"), is a hybrid private equity firm and operating company that acquires, finances, builds and actively manages businesses across financial services, digital assets, industrial services, hospitality, defense technologies and other sectors.

Hyperscale Data currently expects the divestiture of ACG (the "Divestiture") to occur in 2027. Upon the occurrence of the Divestiture, the Company would be an owner and operator of data centers to support high-performance computing services, as well as a holder of the digital assets and the third wholly owned subsidiary of the Company, Omnipresent Robotics, LLC. Until the Divestiture occurs, the Company will continue to provide, through ACG and its wholly and majority-owned subsidiaries and strategic investments, mission-critical products that support a diverse range of industries, including an AI software platform, equipment rental services, defense/aerospace, industrial, automotive and hotel operations. In addition, ACG is actively engaged in private credit and structured finance through Ault Lending, LLC, a licensed lending subsidiary. Hyperscale Data's headquarters are located at 11411 Southern Highlands Parkway, Suite 190, Las Vegas, NV 89141.

On December 23, 2024, the Company issued one million (1,000,000) shares of a newly designated Series F Exchangeable Preferred Stock (the "Series F Preferred Stock") to all common stockholders and holders of the Series C Preferred Stock on an as-converted basis. The Divestiture will occur through the voluntary exchange of the Series F Preferred Stock for shares of Class A Common Stock and Class B Common Stock of ACG (collectively, the "ACG Shares"). The Company reminds its stockholders that only those holders of the Series F Preferred Stock who agree to surrender such shares, and do not properly withdraw such surrender, in the exchange offer through which the Divestiture will occur, will be entitled to receive the ACG Shares and consequently be shareholders of ACG upon the occurrence of the Divestiture.

Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as "believes," "plans," "anticipates," "projects," "estimates," "expects," "intends," "strategy," "future," "opportunity," "may," "will," "should," "could," "potential," or similar expressions. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties.

Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update any of them publicly in light of new information or future events. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors. More information, including potential risk factors, that could affect the Company's business and financial results are included in the Company's filings with the U.S. Securities and Exchange Commission, including, but not limited to, the Company's Forms 10-K, 10-Q and 8-K. All filings are available at www.sec.gov and on the Company's website at hyperscaledata.com.

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SOURCE Hyperscale Data Inc.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

When does Hyperscale Data plan to take askROI public, and through what transaction?

Hyperscale Data and askROI target a completed transaction in the second or third quarter of 2027, through a reverse takeover, an initial public offering or a special purpose acquisition company. The route remains undecided, and completion is subject to financial and regulatory requirements and market conditions.

Will askROI's planned new executives remain after the public transaction?

Hyperscale Data anticipates, but cannot state with certainty, that Joseph Spaziano and Ryan Doucette would continue as askROI CEO and president, respectively, after a transaction.