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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): October
18, 2026
| VALOR ENERGY INC |
| (Exact name of registrant as specified in its charter) |
| Nevada |
|
001-38426 |
|
35-2600898 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
|
230 Park Avenue, Floor 3,
New York, NY |
|
10169 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: +1 (929) 872-1185
| Not Applicable |
| (Former name or former address, if changed since last report) |
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:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
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 |
| Common Stock, par value $0.0001 per share |
|
VAI |
|
The Nasdaq Stock Market LLC |
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. ☐
Item 1.01 Entry into a Material Definitive
Agreement.
Youngstown Computing
Center Equity Transfer Agreement
On October 18, 2026, Valor Energy Inc. (the “Company”)
entered into the Youngstown Computing Center Equity Transfer Agreement, dated October 17, 2026 (the “Agreement”), with Glorious
Star LLC (the “Seller” and “Target Company”), pursuant to which the Company agreed to acquire 100% of the outstanding
equity interests of the Target Company, an Ohio limited liability company, which holds interests in a computing center project in Youngstown,
Ohio (the “Project”).
The Project is located at 1911 Logan Avenue, Youngstown,
Mahoning County, Ohio, and includes approximately 30,888 square feet of warehouse space and agreed outdoor areas. The project interests
to be held by the Target Company include site ownership, lease or use and development rights, rights to a 23kV electricity connection
supplied by Ohio Edison with 18,000 kVA (18 MVA) of site-level apparent power capacity, and related equipment, facilities, permits and
contract rights. The 18 MVA figure represents apparent power capacity at the site and does not necessarily equal usable IT load. The Agreement
provides for the Target Company’s existing land and power contracts and other underlying arrangements to remain in its name following
closing, subject to their terms and the satisfaction of applicable closing conditions. The land use contract is stated to be valid through
December 31, 2030, with renewal in accordance with its terms.
The aggregate purchase price for the equity interests
is $3,600,000. Within five business days after the effective date of the Agreement, the Company is required to place a refundable performance
deposit of $360,000 into a jointly designated third-party escrow or attorney trust account. At closing, the deposit will be applied toward
the purchase price and the remaining $3,240,000 will be paid concurrently with the transfer of all equity interests and control of the
Target Company. In addition, the Company is required to reimburse the Seller $30,000 for remaining prepaid rent through December 31, 2026,
payable with the final payment. The Agreement also provides that, following closing, the Company will be responsible for electricity charges
incurred after November 15, 2026 and will reimburse the Seller for the remaining electricity security deposit balance as of that date.
Deposits, prepayments and cross-period charges are otherwise subject to allocation in an agreed closing statement, and any land purchase
price and related taxes are subject to separate written arrangements.
The Agreement provides for a due diligence period
of 30 business days from its effective date and a closing deadline no later than the 30th business day after that date, unless extended
by written agreement of the parties. Closing is subject to, among other things, the Company’s written acceptance of the due diligence
results; the continued accuracy of the Seller’s representations and warranties; and delivery of the required closing documents,
assets, possession and control.
During the due diligence period, the Company may
unilaterally terminate the Agreement if it determines, based on objective facts and reasonable judgment, that the Target Company provided
false information. Separately, the Agreement permits the Company to terminate by written notice if due diligence has not been completed
and passed or the closing conditions have not been satisfied or duly waived by the closing deadline. Upon a valid termination under Section
5.3 or Section 6.2, the deposit is refundable in full without interest within five business days after receipt of the termination notice,
and the Company has no further acquisition or payment obligation or liability for a break-up fee or liquidated damages arising from that
termination, without prejudice to independently accrued breach claims. Either party may also terminate the uncompleted transaction for
a material breach by the other party that remains uncured for 10 business days after written notice.
The Agreement contains representations, warranties
and covenants regarding, among other things, authority, equity ownership and transferability, the Target Company’s status and project
rights, the accuracy and completeness of information supplied, disclosed liabilities, and preservation of the Target Company’s operations
and land and power rights before closing. Subject to the Agreement’s specific cost allocations, the Seller is responsible for settling
or obtaining releases of historical debts before closing and has agreed to indemnify the Company, any designated acquiring subsidiary
and the Target Company for specified pre-closing breaches, title defects, pre-closing matters and undisclosed liabilities. The Target
Company remains responsible for its normal post-closing operations and contractual obligations.
Following closing, the Company plans to pursue
conversion of the Project into a data center serving artificial intelligence and high-performance computing workloads. Although the existing
computing center is described as completed and energized, the planned conversion will require additional design, construction, equipment
and permitting work. Completion of the acquisition and any subsequent development remain subject to significant uncertainties, including
satisfaction of closing conditions, verification of available power and usable IT capacity, required approvals and the availability of
financing. There can be no assurance that the acquisition or the planned conversion will be completed on the contemplated terms, within
the anticipated timeframe or at all.
The foregoing description of the Agreement
does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, the form of which
is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 10.1 |
|
Form of Youngstown Computing Center Equity Transfer Agreement |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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.
| |
VALOR ENERGY INC |
| |
|
|
| Date: October 22, 2026 |
By: |
/s/ Ronggang
(Jonathan) Zhang |
| |
Name: |
Ronggang (Jonathan) Zhang |
| |
Title: |
Chief Executive Officer |
