Olenox Industries Completes Acquisition of CS Digital Ventures, Launching a Vertically Integrated, Gas-Powered Platform for Energy-Intensive Data Centers and Next-Generation Compute
Rhea-AI Summary
Olenox Industries (NASDAQ:OLOX) closed its acquisition of 100% of CS Digital Ventures, creating a vertically integrated, gas-powered, off-grid digital infrastructure platform.
Olenox paid $30M upfront ($14M Series D preferred, $16M seller note), plus up to $20M earn-out, and issued warrants for 1.5M shares. CS Digital adds 35 MW capacity, 2025 revenue of $20.6M and EBITDA of $6.2M, targeting power costs below $0.02/kWh for energy-intensive data centers and AI compute.
Positive
- Completed $30M acquisition of CS Digital Ventures
- Adds 35 MW of installed power capacity in operation
- CS Digital contributed 2025 revenue of $20.6M
- CS Digital contributed 2025 EBITDA of $6.2M
- Vertically integrated, off-grid, gas-powered data center platform
- Targets all-in power costs below $0.02 per kWh
Negative
- $14M consideration paid in new Series D preferred stock
- $16M unsecured promissory seller note obligation
- Up to $20M additional Series D preferred as earn-out
- Warrants for 1.5M common shares create potential dilution
News Market Reaction – OLOX
In the May 28 session, OLOX gained 0.61%, reflecting a mild positive market reaction. Argus tracked a peak move of +142.6% during that session. Our momentum scanner triggered 44 alerts that day, indicating elevated trading interest and price volatility. Trading volume was exceptionally heavy at 27.5x the daily average, suggesting very strong buying interest.
Data tracked by StockTitan Argus on the day of publication.
Key Figures
Previous Acquisition Reports
| Date | Event | Sentiment | 24h Move | Catalyst |
|---|---|---|---|---|
| Apr 10 | Acquisition amendment | Positive | +1.8% | Amended LOI to acquire Vivakor midstream unit with defined value and EBITDA. |
| Jan 29 | Acquisition LOI | Positive | -7.6% | Signed LOI to acquire Vivakor midstream business with take-or-pay EBITDA support. |
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Acquisition-related announcements have produced mixed reactions, with one positive and one negative move following prior deals.
Recent news shows Olenox pursuing acquisitions and restructuring while facing listing and filing challenges. Two prior acquisition-tagged releases in Jan–Apr 2026 involved the Vivakor midstream business at about $36 million, with share-price moves of both +1.84% and -7.59%. Alongside these, reverse split approval and a subsidiary Chapter 11 highlight balance sheet and listing pressures. Today’s completed CS Digital acquisition continues the acquisition-led strategic pivot toward energy-linked infrastructure and compute.
Key Terms
series d preferred stock financial
unsecured promissory note financial
warrants financial
adjusted ebitda financial
off-grid data centers technical
AI-generated analysis. How Rhea-AI works. Not financial advice.
Closing of the transaction establishes a U.S.-based, gas-powered, off-grid digital infrastructure platform targeting power costs below
CONROE, TX / ACCESS Newswire / May 28, 2026 / Olenox Industries Inc. (NASDAQ:OLOX) ("Olenox" or the "Company"), a vertically integrated U.S. energy company, today announced the closing of its acquisition of
Transaction Overview
Under the terms of the definitive agreement, the Company acquired
As additional consideration, the equityholders of CS Digital also received warrants to acquire an aggregate of 1,500,000 shares of Olenox common stock, comprised of three equal tranches of 500,000 shares each with exercise prices of
The equityholders of CS Digital are also entitled to receive up to an additional US
In accordance with applicable Nasdaq listing requirements, the Series D Preferred Stock and the Warrants are not convertible or exercisable into Olenox common stock prior to receipt of stockholder approval, which the Company intends to seek following the closing.
The transaction was unanimously approved by the boards of directors of both companies and satisfied all customary closing conditions.
Strategic Rationale: Energy at the Point of Generation
The combined company is built around a single thesis: that the next phase of digital infrastructure will be won by operators that control low-cost, reliable, and rapidly deployable power at the point of generation. By pairing Olenox's upstream natural gas position, midstream capabilities and proprietary processing technology with CS Digital's operating depth in institutional-scale energy-intensive data centers, the combined platform intends to develop and operate off-grid, gas-powered data centers targeting all-in power costs of less than
CS Digital contributes to the combined platform approximately 35 MW of installed power capacity currently in operation, 2025 revenue of US
Management Commentary
"Closing this combination is a strategic step in Olenox's evolution into an energy-led digital infrastructure company," said Mike McLaren, Chairman and Chief Executive Officer of Olenox. "Our platform was built around proprietary processing technology and direct access to natural gas resources. Combining that foundation with CS Digital's operating capability, its attractive financial profile, and Bernardo's proven leadership in energy-intensive data center infrastructure positions us to compete in the next phase of digital infrastructure growth - one in which energy, not real estate, will be the binding constraint. We believe we are creating a platform with the technical and commercial depth to serve a broad range of energy-intensive compute customers, including AI customers, from the same energy base."
Mr. McLaren brings more than three decades of operational experience across upstream oil and gas, energy services and energy technologies. He is the founder of Olenox Corp. and the inventor of the proprietary Olenox process technology, and currently serves as Chairman and Chief Executive Officer of Olenox Industries Inc. Over the course of his career he has co-authored technical publications on selective oil agglomeration, coal water oil fuel and the preparation of clean coal energy, and has held chief executive roles across multiple energy and infrastructure platforms.
Bernardo Schucman, who will continue to serve as Chief Executive Officer of CS Digital and lead the data center vision of the combined platform, added:
"We believe we are entering what may prove to be the third era of large-scale, energy-intensive digital infrastructure. The first era began when I started this work in my garage in California, paying residential power rates. The second era emerged as pioneers like us moved into underutilized colocation space in third-party data centers, operating at approximately
About Bernardo Schucman
Bernardo Schucman is widely recognized as one of the early pioneers of institutional-scale, energy-intensive data center infrastructure. Over the course of his career, he has participated in the deployment of more than 20 energy-intensive data centers across Asia, Europe and the Americas. He is the co-founder of ATL Data Centers (which, in December 2020, completed a merger that became part of CleanSpark, Inc., subsequently one of the leading public high-density data center infrastructure companies in the world), and later served as Senior Vice President at CleanSpark, where he helped lead the transition and scale-up of the company's data center operations. At CS Digital, Mr. Schucman is supported by a co-founding team that includes tech investor Shanti Cillo, Chief Technology Officer Roberto Santacroce, and Chief Financial Officer Federico Sader, who together have shaped the company's strategy, technology foundation and financial discipline.
A Platform Positioned for the Next Cycle
Management believes the combined platform is well positioned to capitalize on a changing infrastructure landscape in which access to low-cost, reliable and quickly deployable power is becoming the primary differentiator. With the ability to source energy at highly competitive costs and to deploy infrastructure rapidly, the combined company expects to pursue opportunities in:
Off-grid, energy-intensive data centers at the wellhead and at stranded-gas locations;
Monetization of flared, vented and otherwise stranded natural gas;
Gas-powered infrastructure for AI training and inference workloads; and
Behind-the-meter compute solutions for hyperscale and enterprise customers.
The closing of the transaction strengthens Olenox's strategic positioning at the intersection of energy, digital infrastructure and next-generation compute, and creates a platform capable of scaling meaningfully across both energy-intensive data center and AI-related applications.
Additional details regarding transaction structure, leadership alignment, governance and pro forma ownership will be provided in subsequent filings with the U.S. Securities and Exchange Commission and other public disclosures.
Advisor
With respect to the transaction, Buckman, Buckman & Reid, Inc. acted as Investment Advisor. Buckman, Buckman & Reid, Inc. was founded in 1988 as a registered broker-dealer with the Securities and Exchange Commission ("SEC"), Securities Investor Protection Corp. ("SIPC") and is a member of the Financial Industry Regulatory Authority ("FINRA"). BB&R is a full-service securities brokerage firm engaged in a variety of activities, including retail and institutional brokerage, wealth management, investment advisory services, private offerings and other investment banking activities. Scott Furman, Head of Investment Banking for BB&R, served as the advisor on Mergers and Acquisitions.
About Olenox Industries Inc.
Olenox Industries Inc. (NASDAQ:OLOX) is a vertically integrated U.S. energy company operating across multiple business lines, including oil and gas, energy services and energy technologies, including the proprietary Olenox process. The Company is focused on acquiring, optimizing and scaling energy-related infrastructure and operating assets across key U.S. markets, with a strategic focus on bringing low-cost natural gas to high-value end uses, including digital infrastructure and next-generation compute.
About CS Digital Ventures, LLC
CS Digital Ventures, LLC is a digital infrastructure company focused on the development and operation of energy-intensive data centers, including high-density and AI-oriented compute deployments. CS Digital was co-founded by Bernardo Schucman, tech investor Shanti Cillo, Chief Technology Officer Roberto Santacroce and Chief Financial Officer Federico Sader. The company is led by a team with extensive experience in high-density compute fleet operations, energy-intensive data center deployment, power sourcing and institutional-scale execution, with a strategic focus on off-grid infrastructure and low-cost energy solutions.
Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and other applicable U.S. federal securities laws. Forward-looking statements include, without limitation, statements regarding the expected benefits of the completed transaction between Olenox Industries Inc. and CS Digital Ventures, LLC; the issuance of Series D Preferred Stock, the Seller Note, the Warrants, and any additional Series D Preferred Stock issuable in connection with the achievement of post-closing milestones; the receipt of stockholder approval permitting conversion of the Series D Preferred Stock and exercise of the Warrants into common stock; the development and scaling of off-grid, gas-powered digital infrastructure; targeted power costs; expected addressable markets, including energy-intensive data center, AI and high-density compute workloads; and the future business, operations and financial performance of the combined company. These statements are based on current expectations and assumptions and are subject to risks, uncertainties and other factors, many of which are outside of the Company's control, that could cause actual results to differ materially. Such factors include, among others, the ability to integrate CS Digital's operations; the ability to service the Seller Note; the ability to obtain the stockholder approval required to permit conversion of the Series D Preferred Stock and exercise of the Warrants into common stock under applicable Nasdaq listing rules; the ability to achieve the operational and financial milestones underlying the post-closing earnout consideration; volatility in commodity prices, including natural gas and electricity; variability in customer demand and pricing for compute services; the development of demand for AI and high-density compute infrastructure; regulatory developments; and the other risks and uncertainties described in the Company's filings with the U.S. Securities and Exchange Commission. Readers are cautioned not to place undue reliance on forward-looking statements. The Company undertakes no obligation to update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.
Investor and Media Contacts
Olenox Industries Inc. | Investor Relations
SOURCE: Olenox Industries Inc.
View the original press release on ACCESS Newswire