false
0002033264
0002033264
2026-11-02
2026-11-02
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): November 2, 2026
Vertical
Data Inc.
(Exact
name of Registrant as specified in its charter)
| Nevada |
|
000-56812 |
|
99-2841705 |
(State
or other jurisdiction
of
Incorporation or organization) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
1980
Festival Plaza Drive, Suite 300
Las
Vegas, Nevada 89135
(Address
of Principal Executive Offices)
(888)
462-3453
(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 (see General Instruction A.2. below):
| ☐ |
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: None
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| — |
|
— |
|
— |
Securities
registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.0001 per share
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
2.02. Results of Operations and Financial Condition.
Based
on preliminary information, Vertical Data Inc. (the “Company”) currently estimates that its revenue for the three months
ended September 30, 2026 was between approximately US$0.4 million and US$0.5 million. This estimate is preliminary and unaudited, is
subject to the completion of the Company’s financial closing procedures and the audit of its financial statements for the fiscal
year ended September 30, 2026, and may differ materially from the Company’s actual results. The Company’s independent registered
public accounting firm has not audited, reviewed or performed any procedures with respect to this estimate.
The
information in this Item 2.02 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall
it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”),
or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item
3.02. Unregistered Sales of Equity Securities.
The
issuance of the Company’s shares in the private placement transactions described under Item 8.01 of this Current Report on Form
8-K will be made in reliance on the exemption provided by Section 4(a)(2) of the Securities Act, for the offer and sale of securities
not involving a public offering, and Rule 506(b) of Regulation D promulgated under the Securities Act.
Item
8.01. Other Events.
The
Company is filing this Current Report on Form 8-K to disclose the information set forth below. In connection with its evaluation of a
potential private placement transaction, the Company previously made the information included in this Current Report on Form 8-K (this
“Form 8-K”) available to certain institutional investors and accredited investors under confidentiality agreements that require
the Company to disclose the information publicly. The Company is filing this Form 8-K to satisfy that disclosure obligation. The Company
intends to issue shares of its common stock in a private placement transaction for gross proceeds of approximately $4.2 million, before
fees, which private placement will be consummated in one or more closings dated on or about the date of this Form 8-K.
Except
as otherwise indicated, definitive agreements and financing for the transactions described below remain under negotiation, and there
can be no assurance that any of them will be completed on the terms described or at all. In addition,
unless otherwise indicated, amounts in Swedish
kronor (“SEK”) are translated into U.S. dollars at the exchange rates at which the Company funded the relevant payments.
The exchange rate on October 29, 2026, was approximately SEK 9.85 per US$1.00.
GPU-as-a-Service
Term Sheet — Approximately 16,000 GPUs
In
September 2026,
the Company entered into a non-binding term sheet with a cloud services provider (the “Cloud Provider”) under which the Company
would provide GPU-as-a-Service on a fully managed basis for a dedicated cluster of approximately 16,000 NVIDIA Blackwell-generation GPUs,
to be used by the Cloud Provider to serve a sovereign government end customer, for an initial term of five years on a take-or-pay basis.
Assuming the contract is fully performed over the initial term, the arrangement would represent aggregate contract value of approximately
US$2.8 billion.
The
term sheet contemplates that the hardware would be held, and the deployment financed on a limited-recourse basis, by a special purpose
vehicle to be formed by the Company and a capital partner, and that the Cloud Provider would provide payment security in the form of
standby letters of credit in favor of the special purpose vehicle. The term sheet is non-binding, other than its exclusivity,
dispute resolution and governing law provisions,
and is subject to the negotiation and execution of definitive
agreements and to conditions, including the issuance of the letters of credit, the Company’s procurement of financing commitments
for the special purpose vehicle, regulatory, sanctions and export-control clearances, and the Cloud
Provider’s diligence on the data center
operating partner.
The term sheet superseded earlier
non-binding term sheets with
the Cloud Provider, including one for
a cluster of approximately 8,000 GPUs. The parties continue to negotiate definitive agreements.
Data
Center Joint Venture Letter of Intent
In
September 2026, the Company entered into a non-binding letter of intent with a data center developer (the “Developer”) to
form a joint venture, special purpose vehicle or similar structure to develop, finance and operate up to approximately 60 MW of AI data
center capacity at the Developer’s campus, including capacity intended to support the deployment described above, with a target
commercial operation date in the first half of 2027. The letter of intent contemplates that the Company would contribute customer relationships
and offtake arrangements, customer deposits, GPU hardware and related financing, and managed services, that the Developer would contribute
the facility, power, land, fit-out capital and site management, and that the venture’s net cash flow and residual value would be
shared between the parties. Except for its provisions on diligence, confidentiality and non-circumvention, non-binding effect and exclusivity,
and governing law, the letter of intent is an expression of intent only and does not obligate either party to complete the transaction.
The parties continue to negotiate a definitive agreement.
GPU
Cluster Letter of Intent — Approximately 8,000 GPUs
On
October 5, 2026, the Company entered into a letter of intent with an AI developer (the “AI Developer”) under which the Company
would provide a dedicated cluster of approximately 8,000 NVIDIA Blackwell-generation GPUs, with associated storage and managed services,
at a data center in Europe for an initial term of five years on a take-or-pay basis at a fixed rate. Assuming the agreement is fully
performed over the initial term, the arrangement would represent aggregate contract value of approximately US$1.4 billion. The letter
of intent contemplates a refundable customer downpayment, to be deposited into a co-managed account following execution of a definitive
master services agreement and credited against the monthly fees over the initial term, and is subject to the Company securing financing.
The
letter of intent is non-binding until definitive agreements are executed, except for specified provisions, including confidentiality,
publicity and governing law and its take-or-pay and deposit obligations. The parties are negotiating a definitive master services agreement.
Joint
Venture with Data Center Operating Partner — Europe
The
Company has formed a jointly managed limited liability company with a data center operating partner in Europe (the “Operating Partner”),
through which the Company intends to deliver GPU deployments at the Operating Partner’s facility, including the deployment described
above, with the Operating Partner acting as managed services provider for the facility. No definitive agreement for the Company’s
use of the facility has been executed.
Completion
of the Cirenso Acquisition in Sweden
As
previously announced on September 11, 2026, the Company’s majority-owned Swedish subsidiary, Vertical Data Nordic AB (“VDN”),
entered into a Share Purchase Agreement dated August 14, 2026, as amended on September 21, 2026 (the “SPA”), to acquire all
of the shares of Cirenso Group AB (“Cirenso”) from its prior owners (the “Sellers”). The acquisition was completed
on September 22, 2026. Cirenso’s wholly owned subsidiaries own an industrial site in the Hamre Industrial Park, Sollefteå
Municipality, Sweden, with approximately 4.7 MW of existing power capacity, and hold a pending application with the regional grid operator
for a grid connection of up to 100 MW of total electrical capacity. The Company intends to develop the site as an AI data center.
The
purchase price was SEK 60.0 million (approximately US$6.2 million) in cash, of which SEK 17.2 million was applied to settle a pre-closing
tax liability of a subsidiary. The SPA contains limited warranties and no tax indemnity.
The
Company funded the purchase price through VDN share subscriptions and an interest-free loan to VDN.
The
grid connection application remains subject to utility, regulatory and technical processes and approvals, and there can be no assurance
that 100 MW or any other level of additional capacity will be made available.
Vertical
Edge Joint Venture and Sweden Letter Agreement
In
July 2026, Vertical Edge, LLC, a Delaware limited liability company (“Vertical Edge”), and an affiliate of a global private
equity fund (the “Fund”) entered into a limited liability company agreement for a programmatic joint venture to acquire and
develop edge data centers in the United States and Europe (the “JV” and the “JV Agreement”). Vertical Edge is
wholly owned by Vertical Edge Holdings, LLC, a Delaware limited liability company (“VEH”), in which the Company and
an affiliate together hold 41.5% of the outstanding
units. The Company accounts for its interest in VEH under the equity method of accounting and does not consolidate VEH, Vertical Edge
or the JV.
Also
in July 2026, a subsidiary of the JV entered into an agreement to acquire its initial property, a data center site in the midwestern
United States. The Company is required to fund all additional capital contributions to VEH until specified funding milestones are met.
On
September 21, 2026, the Company, VDN and Vertical Edge entered into a letter agreement (the “Sweden Letter”) with affiliates
of the Fund under which the Company agreed to sell substantially all of its interest in Cirenso to a joint venture with affiliates of
the Fund, in which Vertical Edge will hold a minority interest, at a price equal to VDN’s cost.
Forward-Looking
Statements
This
Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995, including statements regarding the negotiation and execution of definitive agreements with the counterparties described above
and the Fund and its affiliates, the deployment, financing and timing of the GPU clusters and data center capacity described above,
the expected closing of the Swedish joint venture with affiliates of the Fund, the Company’s plans for the Hamre site and the
grid connection application, the timing of the closings of the private placement transaction
described above, the Company’s preliminary estimate of revenue for the three months ended September 30, 2026, and
the Company’s expectations regarding the economics of the transactions described above. These statements are based on current
expectations and are subject to risks and uncertainties that could cause actual results to differ materially, including the
non-binding nature of the term sheets and letters of intent described above; the ability of the parties to negotiate and execute
definitive agreements and to satisfy closing conditions, including the issuance of letters of credit and the procurement of
financing on acceptable terms; the availability and allocation of GPU hardware; export control, sanctions and other regulatory
approvals; the readiness of data center sites and power; the Company’s dependence on third parties, including counterparties,
lenders, suppliers and joint venture partners; and the other risks described in the Company’s Annual Report on Form 10-K for
the fiscal year ended September 30, 2025, its Quarterly Reports on Form 10-Q for the quarters ended December 31, 2025, March 31,
2026 and June 30, 2026, and its other filings with the Securities and Exchange Commission. Any forward-looking statement speaks only
as of the date on which it is made, and the Company undertakes no obligation to update any forward-looking statement except as
required by law.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
Number |
|
Exhibit
Description |
| 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.
| Date: November 2, 2026 |
|
| |
|
| |
VERTICAL
DATA INC. |
| |
|
| |
By: |
/s/
Deven Soni |
| |
Name: |
Deven Soni |
| |
Title: |
Chairman and Chief Executive
Officer |
