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Hyperscale Data (NYSE: GPUS) outlines potential $2.5B AI capacity buildout

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(Moderate)
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Form Type
8-K

Rhea-AI Filing Summary

Hyperscale Data, Inc. reported that it is in advanced negotiations for a master services agreement at its Michigan data center campus that is expected to provide 20 megawatts of AI-focused power capacity, which the company estimates could generate in excess of $1.0 billion in revenue over a 20‑year term.

The company also outlined a potential expansion to 52 megawatts of critical power capacity by 2028, which it estimates could bring aggregate revenue to approximately $2.5 billion over 20 years. Management indicated it would likely wind down Bitcoin mining at the Michigan campus over several months to prioritize higher‑margin AI services if these deployments proceed.

Hyperscale Data believes the Michigan campus may ultimately support more than 300 megawatts of total power capacity, with 20 megawatts representing less than 7% of that potential and 52 megawatts no more than 17%. The company also reiterated plans to divest its Ault Capital Group subsidiary through an exchange of one million shares of Series F Exchangeable Preferred Stock, with the divestiture currently expected in the second quarter of 2027.

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Insights

Hyperscale outlines large, AI-focused revenue opportunity, but terms remain preliminary.

Hyperscale Data describes advanced negotiations for 20 megawatts of AI colocation capacity at its Michigan campus, which it estimates at over $1.0 billion in revenue across 20 years. A contemplated expansion to 52 megawatts could raise this to roughly $2.5 billion.

Management signals a strategic pivot away from Bitcoin mining at the Michigan campus toward higher-margin AI services if these deployments materialize. The campus’ potential capacity of more than 300 megawatts suggests room for additional customers beyond the prospective 20–52 megawatt commitment.

All figures are based on forward-looking estimates, with no definitive agreements yet finalized. Actual impact will depend on signing the master services agreement, execution of the staged power rollout through 2028, and the company’s ability to finance and build out further capacity.

Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Estimated revenue for 20MW $1.0 billion over 20 years Expected revenue from 20MW master services agreement
Estimated revenue for 52MW $2.5 billion over 20 years Expected aggregate revenue from 52MW capacity
Initial AI power capacity 20 megawatts Critical power capacity expected for first phase
Planned total AI capacity 52 megawatts Total critical power capacity contemplated with expansion by 2028
Campus potential capacity 300 megawatts Management estimate of total Michigan campus power capacity
Campus utilization at 20MW Less than 7% Share of potential 300MW used by 20MW deployment
Campus utilization at 52MW No more than 17% Share of potential 300MW used by 52MW deployment
Series F Preferred issued 1,000,000 shares Series F Exchangeable Preferred Stock for ACG divestiture
master services agreement financial
"advanced negotiations towards executing a master services agreement that was expected to provide 20 megawatts"
A master services agreement is a standing contract that sets the main terms, responsibilities, pricing framework and processes for future work between two parties, allowing individual projects or orders to be added later without renegotiating core terms. For investors, it signals predictability and reduced legal friction around revenue streams and costs—like a subscription plan for services that makes future income and obligations easier to forecast and value.
critical power capacity technical
"ACS expects to provide approximately 20 MWs of critical power capacity this year"
13.00% Series D Cumulative Redeemable Perpetual Preferred Stock financial
"13.00% Series D Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share"
Series F Exchangeable Preferred Stock financial
"issued one million (1,000,000) shares of a newly designated Series F Exchangeable Preferred Stock"
A Series F exchangeable preferred stock is a specific class of preferred shares that pays regular dividends, has priority over common stock if the company is liquidated, and can be swapped for common shares or other securities under preset terms. Think of it as a hybrid between a bond and a stock: it offers steadier income and downside protection compared with common shares, but also a built‑in option to convert into common equity for upside—important for assessing income, risk and potential dilution.
Divestiture financial
"currently expects the divestiture of ACG (the “Divestiture”) to occur in the second quarter of 2027"
Divestiture is the process of selling or getting rid of a part of a company, such as a division or asset. It often happens when a business wants to focus on its core activities or improve its finances. For investors, divestitures can signal strategic shifts or influence the company's value, affecting investment decisions.
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UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

____________________________________________________________

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

___________________________________________________________________

 

Date of Report (Date of earliest event reported): June 15, 2026

 

HYPERSCALE DATA, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-12711   94-1721931
(State or other jurisdiction of
incorporation or organization)
  (Commission File Number)   (I.R.S. Employer Identification No.)

 

11411 Southern Highlands Parkway, Suite 190, Las Vegas, NV 89141

(Address of principal executive offices) (Zip Code)

 

(949) 444-5464

(Registrant's telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class  

Trading

Symbol(s)

  Name of each exchange on which registered
Class A Common Stock, $0.001 par value   GPUS   NYSE American
13.00% Series D Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share   GPUS PD   NYSE American

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

 

  
 

 

Item 7.01Regulation FD Disclosure

 

On June 15, 2026, Hyperscale Data, Inc. (the “Company”) issued a press release announcing that the Company was in advanced negotiations towards executing a master services agreement that was expected to provide 20 megawatts of power to a customer at the Company’s Michigan data center, which is expected to be worth in excess of $1.0 billion over a 20 year period (the “Press Release”). A copy of the Press Release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.

 

In accordance with General Instruction B.2 of Form 8-K, the information under this item and Exhibit 99.1 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.

 

The Securities and Exchange Commission encourages registrants to disclose forward-looking information so that investors can better understand the future prospects of a registrant and make informed investment decisions. This Current Report on Form 8-K and exhibits may contain these types of statements, which are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and which involve risks, uncertainties and reflect the Registrant’s judgment as of the date of this Current Report on Form 8-K. Forward-looking statements may relate to, among other things, operating results and are indicated by words or phrases such as “expects,” “should,” “will,” and similar words or phrases. These statements are subject to inherent uncertainties and risks that could cause actual results to differ materially from those anticipated at the date of this Current Report on Form 8-K. Investors are cautioned not to rely unduly on forward-looking statements when evaluating the information presented within.

 

Item 9.01Financial Statements and Exhibits

 

(d)Exhibits:

 

Exhibit No.    Description
     
99.1   Press Release issued on June 15, 2026.
     
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).

 

 -2- 
 

 

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 15, 2026 /s/ Henry Nisser  
  Henry Nisser
  President and General Counsel

 

 

-3-

 

 

 

Exhibit 99.1

 

 

Hyperscale Data Announces Advanced Negotiations Toward Executing a Master Services Agreement Expected to Provide 20 Megawatts of Critical AI Compute Capacity at Michigan Data Center Campus Expected to Be Worth in Excess of $1.0 Billion

 

An Expansion to 52 Megawatts Could Result in an Increase of the Total Value to Over $2.5 Billion Utilizing Approximately 17% of the Potential 300 Megawatts of the Total Eventual Power Capacity at the Michigan Campus

 

LAS VEGAS--(PR NEWSWIRE) – June 15, 2026 – Hyperscale Data, Inc. (NYSE American: GPUS), an artificial intelligence (“AI”) data center company anchored by Bitcoin (“Hyperscale Data” or the “Company”), today announced that it sees increasingly strong interest in its Michigan data center campus (the “Michigan Campus”) from prospective customers seeking scalable AI infrastructure and high-density GPU-based compute environments and IT infrastructure.

 

The Company stated that negotiations with a prospective customer have advanced to a stage where management believes that Alliance Cloud Services, LLC (“ACS”), an indirect wholly owned subsidiary of Hyperscale Data, will enter into a master services agreement to provide colocation and related data center services (the “Services”) for AI compute deployments in the coming weeks. As these Services become available, the Company will likely cease all Bitcoin mining operations at the Michigan Campus over several months so that it can focus its available power capacity on these higher margin Services. If the agreement under negotiation is executed, it is expected that the first 10 megawatts (“MWs”) would be operational within 90 days followed by an additional 10 MWs 90 days thereafter.

 

ACS expects to provide approximately 20 MWs of critical power capacity this year for one potential customer. Agreements of this nature, many of which have a term, including renewal options, of up to 20 years, will typically generate in excess of $1 billion in revenue over a 20-year period. Additionally, ACS intends to deliver an additional approximately 32 MWs of critical power capacity during 2028, and anticipates that such additional power will also be taken by the potential customer. Over a 20-year term, the increased capacity is expected to generate an additional approximately $1.5 billion in total revenue. Accordingly, 52 MWs of total critical power capacity could generate an aggregate of approximately $2.5 billion in total revenue over a 20-year term.

 

Hyperscale Data believes the Michigan Campus may support significant phased expansion opportunities over time, subject to regulatory approvals, financing, infrastructure availability, engineering studies, utility agreements and other factors. Management believes the Michigan Campus has the potential to support more than 300 MWs of total power capacity.

 

If the Company proves able to increase the total power capacity at the Michigan Campus to 300 MWs or more, the approximately 20 MWs of power deployment currently under discussion would utilize less than 7% of that total potential capacity. In addition, if the potential customer elects to expand its power consumption to approximately 52 MWs, that would represent no more than 17% of the Michigan Campus' potential total power capacity, leaving the majority of such power capacity available for future growth opportunities.

 

Management believes this highlights the significant embedded long-term value of the Michigan Campus as a scalable AI infrastructure platform. However, there can be no assurance that the Company will be able to develop, finance, contract for, or otherwise realize all or any portion of such additional capacity.

 

  
 

 

 

The Michigan Campus currently supports existing digital infrastructure operations, which management believes provide a foundation for the continued development of additional AI compute capacity. The Company believes that the investment it has made in its Michigan Campus to provide scalable power infrastructure has positioned it to serve the growing needs of AI compute and IT infrastructure demand.

 

The Company cautions you that these expansion concepts remain preliminary and subject to numerous risks and uncertainties, and there can be no assurance that any expansion capacity will ultimately be available, developed, financed, approved, economically viable or otherwise initiated or continued.

 

“We are confident in our prospects and believe we will have significant updates for stockholders in the coming days and weeks,” said Will Horne, the Company’s Chief Executive Officer. “We continue to believe our Michigan Campus is positioned to offer top of the line AI compute environments as we continue to make progress with the installation of key infrastructure to support potential customers.”

 

The Company further noted that while negotiations remain ongoing and no definitive agreements have been finalized, management believes the level of customer engagement validates both the strategic value of the Michigan Campus and the growing demand for scalable AI infrastructure in the United States.

 

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

 

 

 

 

 

 

 

FAQ

What AI services opportunity did Hyperscale Data (GPUS) describe at its Michigan campus?

Hyperscale Data reported advanced negotiations for a master services agreement to provide 20 megawatts of AI-focused colocation and data center services at its Michigan campus, which it estimates could generate more than $1.0 billion in revenue over a 20-year period if executed and fully utilized.

How large could Hyperscale Data’s (GPUS) potential Michigan AI contract become?

The company estimates that an initial 20 megawatts of power capacity could exceed $1.0 billion in revenue over 20 years. If expanded to 52 megawatts by 2028 for the same potential customer, total revenue from this capacity could reach approximately $2.5 billion over a 20-year term.

How would the AI agreement affect Bitcoin mining at Hyperscale Data’s Michigan campus?

Hyperscale Data stated that, as AI services become available under the contemplated agreement, it will likely cease all Bitcoin mining operations at the Michigan campus over several months so that available power capacity can be redirected to what management views as higher-margin AI-related data center services.

What is the total power capacity potential of Hyperscale Data’s Michigan campus?

Management believes the Michigan campus may support more than 300 megawatts of total power capacity over time. Under this view, the currently discussed 20 megawatts would use less than 7%, while a possible expansion to 52 megawatts would represent no more than 17% of that potential capacity.

What divestiture plans did Hyperscale Data (GPUS) reiterate regarding Ault Capital Group?

The company expects to divest its Ault Capital Group subsidiary in the second quarter of 2027 through an exchange offer. One million shares of Series F Exchangeable Preferred Stock were issued, and only holders who surrender these shares in the offer will receive Class A and Class B ACG common stock.

How long are the types of agreements Hyperscale Data is pursuing for AI capacity?

Hyperscale Data noted that agreements of the type under negotiation, including renewal options, typically have terms of up to 20 years. Over such a 20-year period, the company estimates they can generate in excess of $1.0 billion in revenue for 20 megawatts of critical power capacity.

Filing Exhibits & Attachments

5 documents