Hyperscale Data to Form Patriot BTC to Separate Bitcoin Mining Operations from Michigan AI Data Center Strategy

Hyperscale Data outlines a potential Patriot BTC spin and reaffirms plans to divest Ault Capital Group through its Series F share exchange.

Rhea-AI Summary

Hyperscale Data (GPUS) plans to form Patriot BTC as a new subsidiary to hold its Bitcoin mining operations and related assets. The company intends initially to transfer its Montana data center, Bitcoin miners, mining equipment and associated infrastructure into Patriot BTC to separate Bitcoin mining from its Michigan AI data center strategy. Management believes this could better align capital allocation, sharpen management focus and increase transparency into each business. Hyperscale Data is evaluating ways to position Patriot BTC within a publicly traded entity, but no structure or separation has been approved and there is no assurance any transaction will be completed. The company also reiterates its expectation that the divestiture of Ault Capital Group via exchange of 1,000,000 Series F Preferred shares will occur in 2027.

Positive

• Dedicated Bitcoin unit proposed via Patriot BTC holding Montana data center and mining fleet
• Planned business separation aims to isolate Bitcoin mining from Michigan AI data center strategy
• ACG divestiture path reaffirmed through exchange of 1,000,000 Series F Preferred shares, expected in 2027

Negative

• No transaction approved for Patriot BTC; company gives no assurance any separation or listing will occur
• ACG divestiture contingent on Series F holders tendering shares in the future exchange offer

Market Context

Before publication, GPUS had risen 4.57%; on September 2, the company reported it had ceased Michiga...

Analysis

Before publication, GPUS had risen 4.57%; on September 2, the company reported it had ceased Michigan Bitcoin mining, establishing the operating separation this announcement proposed to formalize through Patriot BTC.

Previous Crypto,AI Reports

1 past event · Latest: Sep 02

Same Type 1 event

1. Sep 02

   Bitcoin mining cessation

   24h Move

   -17.1%

   Michigan mining ceased to prepare the facility for AI data center deployment

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

exchangeable preferred stock, as-converted basis, securities laws

3 terms

exchangeable preferred stock financial

"one million (1,000,000) shares of a newly designated Series F Exchangeable Preferred Stock"

A type of preferred stock that pays set dividends and carries priority over common shares for dividends and claims, but can be exchanged for a specified number of common shares (or another security) under defined terms. It matters to investors because it combines steady income and higher claim priority with the option to convert into equity for upside or liquidity, affecting potential returns, dilution of existing shareholders, voting rights, and valuation.

as-converted basis financial

"to all common stockholders and holders of the Series C Preferred Stock on an as-converted basis"

As-converted basis means counting securities that can become common stock—like convertible bonds or preferred shares—as if they already were common shares when calculating totals such as shares outstanding, ownership percentages, or per-share metrics. Investors use it to see the potential dilution and the “what-if” size of the shareholder base; it’s like imagining all restaurant coupons have been redeemed so you know how crowded the table could become and how slices of the pie would shrink.

securities laws regulatory

"Applicable federal and state securities laws"

Securities laws are the rules and enforcement systems that govern the buying, selling and disclosure of stocks, bonds and other investment products; think of them as the traffic laws for financial markets that set what must be disclosed, forbid fraud and require fair dealing. They matter to investors because they help ensure companies provide accurate information, reduce the risk of deception or insider advantage, and make it easier to compare investments and seek remedies if something goes wrong.

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Patriot BTC Expected Initially to Hold Montana Data Center, Bitcoin Miners, Equipment and Related Infrastructure; Separation Intended to Create Focused Mining and AI Data Center Businesses

LAS VEGAS, Sept. 22, 2026 /PRNewswire/ -- Hyperscale Data, Inc. (NYSE American: GPUS), an artificial intelligence ("AI") data center company ("Hyperscale Data" or the "Company"), announced today that it is taking steps to form Patriot BTC, a proposed new subsidiary intended to hold the Company's cryptocurrency mining operations and related assets as a distinct business.

As part of the proposed transaction, Hyperscale Data intends to initially transfer all operating assets used in its cryptocurrency mining operations to Patriot BTC, including the Company's Montana data center, Bitcoin miners, mining equipment and related infrastructure.

The proposed transfer is intended to separate the Company's Bitcoin mining operations from its Michigan AI data center strategy. The Company believes the separation would align management attention and capital allocation with the distinct needs of each business, improve transparency into their respective operations and financial performance, and pave the way for the Michigan facility to operate as a standalone, single-purpose AI data center business.

Patriot BTC Mining Assets

Patriot BTC is intended to become a focused Bitcoin mining and infrastructure company that would generate its own Bitcoin through its mining operations. The Company currently anticipates that Patriot BTC will initially hold two principal groups of assets:

• The Company's Montana data center and related Montana assets and infrastructure; and
• The Company's Bitcoin miners, mining equipment and associated Bitcoin mining infrastructure.

By placing the mining assets within a dedicated subsidiary, Hyperscale Data believes Patriot BTC can provide greater transparency into the value, operations and financial performance of the Company's Bitcoin mining business.

Strategic Rationale and Alternatives for Patriot BTC

Management may recommend to the Board of Directors that, subject to applicable approvals, legal and regulatory requirements and other appropriate conditions, the Company pursue a transaction intended to position Patriot BTC within a publicly traded entity, whether through a separation or another transaction structure. The Company is evaluating potential structures to accomplish this objective and has not selected or approved a specific transaction structure.

Milton "Todd" Ault III, Executive Chairman of Hyperscale Data, stated, "Patriot BTC reflects our belief that the Company's Bitcoin mining business can create greater long-term value with a distinct identity, focused leadership and a strategy tailored to the digital asset sector. We believe greater focus and transparency will allow stockholders and the market to evaluate the mining business on its own merits."

Mr. Ault continued, "We continue to believe Bitcoin mining can be viable as a focused, single-purpose business. However, Bitcoin mining and AI data center development have different capital requirements, operating priorities and value drivers. Separating the businesses is intended to give each a clearer mandate and allow us to remain focused on positioning the Michigan facility for a potential sale, public-company transaction or internally funded development."

Under the proposed structure, Patriot BTC's management could focus on mining economics, fleet performance, power costs and related infrastructure, while the management of Alliance Cloud Services and Sentinum could focus on financing, developing and strategically positioning the Michigan AI data center.

Proposed Transaction

The formation of Patriot BTC has not yet been completed, and no transaction structure or separation involving Patriot BTC has been approved at this time.

Any proposed transaction involving Patriot BTC would be subject to, among other things:

• Approval by the Hyperscale Data Board of Directors;
• Applicable federal and state securities laws;
• Applicable NYSE American and other trading-market requirements;
• Tax and accounting considerations;
• Determination of the appropriate capitalization of Patriot BTC;
• Selection and implementation of an appropriate transaction structure; and
• Other legal, regulatory and business conditions deemed appropriate by the Company.

There can be no assurance that Patriot BTC will be formed as currently contemplated, that any proposed transaction involving Patriot BTC will be approved or completed, that Patriot BTC will become publicly traded, or as to the timing or final structure of any such transaction.

Hyperscale Data expects to provide additional information regarding Patriot BTC, including its capitalization, the final mining assets to be contributed, the proposed transaction structure and its anticipated trading and reporting structure, as those matters are determined and approved.

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 its wholly owned subsidiary 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.

What assets are expected to be transferred into Patriot BTC?

Hyperscale Data currently anticipates that Patriot BTC will initially hold two main asset groups: the Montana data center and related Montana assets and infrastructure, and the company’s Bitcoin miners, mining equipment and associated Bitcoin mining infrastructure.

Could Patriot BTC become a publicly traded entity?

Management may recommend that the board pursue a transaction intended to position Patriot BTC within a publicly traded entity, whether through a separation or another structure. The company is evaluating potential structures, none has been selected or approved, and there is no assurance any such transaction will be completed or that Patriot BTC will become publicly traded.

What conditions must be satisfied before any Patriot BTC transaction can occur?

Any proposed Patriot BTC transaction would require board approval and must satisfy applicable federal and state securities laws, NYSE American and other trading-market requirements, tax and accounting considerations, determination of Patriot BTC’s capitalization, selection and implementation of an appropriate transaction structure, and other legal, regulatory and business conditions the company deems appropriate.

How and when is Hyperscale Data planning to divest Ault Capital Group?

The divestiture of Ault Capital Group is currently expected to occur in 2027 through a voluntary exchange of 1,000,000 shares of Series F Exchangeable Preferred Stock for Class A and Class B common stock of Ault Capital Group. Only holders of Series F Preferred Stock who surrender their shares in the exchange offer, and do not properly withdraw that surrender, will receive Ault Capital Group shares.

What will Hyperscale Data’s business look like after the ACG divestiture?

Upon completion of the divestiture, Hyperscale Data expects to be an owner and operator of data centers that support high-performance computing services and a holder of digital assets and its third wholly owned subsidiary, Omnipresent Robotics.

What roles would Patriot BTC and the Michigan AI facility have under the proposed structure?

Under the proposed structure, Patriot BTC’s management could focus on mining economics, fleet performance, power costs and related infrastructure. Management of Alliance Cloud Services and Sentinum would focus on financing, developing and positioning the Michigan AI data center for a potential sale, public-company transaction or internally funded development.