Hyperscale Data (NYSE: GPUS) signs AI hosting deal with revenue up to $3B
Rhea-AI Filing Summary
Hyperscale Data, Inc. has signed a long-term Master Services Agreement with a California-based neocloud provider to deploy 20 megawatts of AI compute capacity at its Michigan data center campus. The initial 10-year term includes two five-year extension options.
The deal includes a $5,000,000 upfront non-recurring charge and a $5,600,000 cash security deposit. If the customer exercises both extension options, the Agreement is expected to generate approximately $1,200,000,000 in revenue, with a right of first offer on an additional 32 MW that could lift total contract value to roughly $3,000,000,000.
Phase 1 (10 MW) is targeted to be ready for service around late September 2026, with the full 20 MW deployment expected by the end of 2026. The company plans to invest an estimated $100,000,000–$120,000,000 to retrofit about 60,000 square feet at the Michigan campus and progressively reallocate power from existing Bitcoin mining to AI workloads.
Positive
- Transformational AI hosting contract: The Master Services Agreement for 20 MW of AI compute capacity is expected to generate approximately $1.2 billion over the maximum term, with a path to about $3.0 billion if the customer exercises the additional 32 MW option, materially expanding long-term contracted revenue.
Negative
- Significant capital and execution demands: Supporting the initial 20 MW requires an estimated $100–$120 million in retrofit costs and a shift of power from existing Bitcoin mining, introducing construction, timing, and transition risks at the Michigan campus.
Insights
Large, multi-year AI hosting contract reshapes Hyperscale Data’s revenue mix.
Hyperscale Data has secured a Master Services Agreement for 20 MW of AI compute capacity at its Michigan campus, with targeted operation by the fourth quarter of 2026. If fully extended, the contract is expected to generate over $1.2 billion in revenue.
The customer also holds rights to an additional 32 MW of capacity, which could lift total contract revenue to more than $3.0 billion. To support the initial 20 MW, the company plans capital spending of $100–$120 million and will gradually reallocate power away from its current 28 MW of Bitcoin mining at the site.
This agreement accelerates Hyperscale Data’s shift from Bitcoin mining toward AI and high-performance computing services. Future disclosures in company filings may clarify how quickly the remaining potential 300 MW at the Michigan campus can be developed and how margins track as capacity ramps through late 2026 and beyond.
8-K Event Classification
Key Figures
Key Terms
Master Services Agreement financial
colocation technical
right of first offer financial
cumulative redeemable perpetual preferred stock financial
Series F Exchangeable Preferred Stock financial
forward-looking statements regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On June 23, 2026 (the “Execution Date”), Alliance Cloud Services, LLC, a Delaware limited liability company (the “Provider”), a wholly owned subsidiary of Hyperscale Data, Inc., a Delaware corporation (the “Company”) entered into a Master Services Agreement (the “Agreement”) with a customer (the “Customer”) to deploy a total of approximately 20 megawatts (“MW”), to be delivered by Provider in phases as described herein, for artificial intelligence (“AI”) computing at the Provider’s AI data center campus in Dowagiac, Michigan (the “Facility”).
Pursuant to the Agreement, the Provider agrees to provide to Customer, certain colocation and related data center services that are set forth in the Agreement (each, a “Service” and collectively, the “Services”) at the recurring service charges for each Contract Year (as defined below).
Further, the Agreement provides for the Provider granting the Customer an exclusive license (the “License”) to use a certain area of the Facility (the “Service Area”), for an initial term of 10 years and two five-year extension options (the “Term”) to commence on the “Service Commencement Date,” which means, with respect each Phase, the date of delivery of the applicable Service Area and electrical capacity to the Customer and to end on the date which shall be the last day of the calendar month in which the end of the tenth (10th) Contract Year occurs (the “Fixed Expiration Date”) where “Contract Year” means (i) with respect to the first Contract Year, the period commencing on the Service Commencement Date and ending on the day before the first anniversary of the later to occur of (x) the Service Commencement Date of Phase 1 and (y) the date that is six (6) months after the Execution Date, and (y) each successive twelve (12) month period after the First Year Expiration Date until the Fixed Expiration Date. If available, the Agreement also provides the Customer with a right of first offer to an additional 32 MW of critical AI compute capacity.
The License applies to the following Phases (each, a “Phase” and collectively the “Phases”):
(a) “Phase 1”, consisting of power modules for 10 MW of critical information technology (“IT”) power capacity to a portion of the Service Area, with a targeted delivery date of ninety (90) days after the Execution Date; and
(b) “Phase 2”, consisting of power modules for an additional 10 MW of critical IT power capacity to a different portion of the Service Area, with a targeted delivery date of one hundred eighty (180) days after the Execution Date.
On the Execution Date, the Customer is required to pay the Provider a one-time, lump sum, non-recurring service charge equal to Five Million Dollars ($5,000,000) (the “Up-Front NRC”) which Up-Front NRC shall be fully earned by Provider upon receipt and non-refundable to Customer unless Provider fails to substantially complete the remaining fit out items in accordance with the Agreement and Customer exercises its related termination right under the Agreement.
On the Execution Date, the Customer is required to deliver to the Provider a cash security deposit in an amount equal to Five Million Six Hundred Thousand Dollars ($5,600,000) (the “Security Deposit”). The Security Deposit shall be reduced by one-third (1/3) on each of the first, second, and third anniversaries of the target delivery date of Phase 2, provided that no Event of Default (as defined in the Agreement) by Customer has occurred and is continuing under this Agreement.
Pursuant to the Agreement, assuming the Customer elects to exercise the two five-year extension options, the total contract value to the Provider is approximately One Billion Two Hundred Million Dollars ($1,200,000,000) during the Term, subject to the Provider meeting its obligations under the Agreement. If the Customer exercises its right of first offer within the first two years from the Execution Date for the additional 32 MW of critical AI compute capacity, then the total contract value to the Provide would increase to approximately Three Billion Dollars ($3,000,000,000). The Agreement provides for certain one-time payments by the Customer in connection with Phase 1 and Phase 2 fit out work, as well as a monthly colocation fee to paid by the Customer for Phase 1 and Phase 2 (a portion of which is to be prepaid), based upon the number of kilowatts delivered.
The Agreement requires the Provider to construct, equip, and commission two Phases of the Service Area at the Facility, with Phase 1 (10 MW) ready-for-service date targeted at September 21, 2026 and with full deployment in Phase 2 (10 MW) targeted by the end of 2026.
The Agreement also contains various other customary terms and conditions, including representations and warranties, service and service credit, penalty, termination, indemnification, confidentiality, and limitation of liability provisions.
Neither the Company nor the Provider or any of their respective affiliates have any material relationship with the Customer, other than in respect of the Agreement.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the redacted text of the Agreement, a copy of which is filed (with certain portions redacted in accordance with Item 601(b)(10)(iv) of Regulation S-K) and certain schedules and exhibits omitted in accordance with Item 601(b)(2) of Regulation S-K) as Exhibit 10.1 hereto and incorporated by reference herein.
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| Item 7.01 | Regulation FD Disclosure. |
On June 24, 2026, the Company issued a press release announcing the entry into the Agreement. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the information under this item shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. This report will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits: |
| Exhibit No. | Description | |
| 10.1*# | Form of Master Services Agreement, dated June 23, 2026, with the Customer. | |
| 99.1 | Press Release. | |
| 101 | Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in Inline XBRL (Inline eXtensible Business Reporting Language). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101). |
* Certain confidential information – identified by a bracketed asterisk “[*]” - has been omitted from this exhibit pursuant to Item 601(b)(10) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of an unredacted copy to the SEC upon request.
# The annexes, schedules, and certain exhibits to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant hereby agrees to furnish supplementally a copy of any omitted annex, schedule or exhibit to the SEC upon request.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HYPERSCALE DATA, INC. | |
| Dated: June 24, 2026 | /s/ Henry Nisser |
| Henry Nisser | |
| President and General Counsel |
Exhibit 99.1
Hyperscale Data Executes First Master Services Agreement with California-Based Neocloud Provider for 20 Megawatts of Critical AI Compute Capacity at Michigan Data Center Campus Expected to be Worth Approximately $1.2 Billion
Expansion to 52 Megawatts Could Result in an Increase of the Total Value to over $3.0 Billion Utilizing Approximately 17% of the Potential 300 Megawatts of the Total Eventual Power Capacity at the Michigan Campus
LAS VEGAS--(PR NEWSWIRE) – June 24, 2026 – Hyperscale Data, Inc. (NYSE American: GPUS), an artificial intelligence (“AI”) data center company anchored by Bitcoin (“Hyperscale Data” or the “Company”), today announced the signing of a Master Services Agreement (“MSA”) to provide colocation and related data center services (the “Services”) between Alliance Cloud Services, LLC (“ACS”), an indirect wholly owned subsidiary of the Company, and a California-based neocloud provider (the “Customer”) at its Michigan data center campus (the “Michigan Campus”). The Customer’s offerings include cloud and managed services dedicated to providing tailored, state-of-the-art compute resources and high-speed storage solutions at scale with industry leading partners.
The MSA provides for the deployment of 20 megawatts (“MW”) of critical AI compute capacity that is expected to be operational during the fourth quarter of 2026. Further, the MSA provides for ACS’ grant of an option to the Customer to expand up to a total of 52 MW of critical AI compute capacity. The MSA has an initial term of 10 years with two five-year extension options that may be exercised by the Customer (collectively, the “Maximum Term”). If exercised for the Maximum Term, the MSA is expected to generate in excess of $1.2 billion in revenue. The MSA also provides the Customer with a right to an additional 32 MW of critical AI compute capacity which, if exercised within the first two years of the initial term and continues through the two five-year extension options, would be expected to result in total contract revenue in excess of $3.0 billion.
ACS is actively working on the procurement of key electrical and infrastructure equipment to support the rapid deployment and has begun the process of retrofitting approximately 60,000 square feet of its Michigan Campus to support the Customer's operations at an estimated cost of between $100 million and $120 million for the initial 20 MW deployment.
As AI compute capacity is commissioned and the Customer’s workloads are deployed, the Company expects to progressively reallocate portions of the power at the Michigan Campus currently utilized for Bitcoin mining. The Company currently anticipates continuing to operate Bitcoin mining capacity at its Montana facility and may maintain certain mining operations at the Michigan Campus during the transition period.
“I am pleased by the progress that we have made as we continue the evolution of our Michigan Campus from a Bitcoin mining-focused facility into a next-generation AI and high-performance computing campus,” said William B. Horne, the Company's Chief Executive Officer. “We believe our Michigan Campus is positioned to offer a top-tier AI compute environment, and these Services are expected to begin generating material, high-margin revenue upon deployment, which may begin as soon as late September 2026.”
“The signing of an MSA represents a significant milestone for the Company,” said Milton “Todd” Ault III, Executive Chairman of Hyperscale Data. “We currently operate approximately 28 MW of Bitcoin mining capacity at the Michigan Campus. As the Customer’s deployments are brought online, we expect to allocate an increasing portion of the Michigan Campus to AI and high-performance computing workloads. We believe this strategy positions us to maximize the long-term value of the Michigan Campus as we work toward developing more than 300 MW of total power capacity.”
Hyperscale Data believes that the Michigan Campus may support phased long-term expansion opportunities, subject to regulatory approvals, financing, infrastructure availability, engineering studies, utility agreements and other factors. The Company believes the Michigan Campus may ultimately have the potential to support over 300 MW of total power capacity.
The Company cautions you that these expansion concepts remain preliminary and subject to numerous risks and uncertainties, and there can be no assurance that such expansion capacity will ultimately be available, developed, financed, approved, economically viable or otherwise initiated or continued.
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 mines digital assets and offers colocation and hosting services for the emerging AI ecosystems and other industries. Hyperscale Data’s other wholly owned subsidiary, Ault Capital Group, Inc. (“ACG”), is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact.
Hyperscale Data currently expects the divestiture of ACG (the “Divestiture”) to occur in the second quarter of 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. 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.
Hyperscale Data Investor Contact:
IR@hyperscaledata.com or 1-888-753-2235