Hyperscale Data, Inc. (GPUS) Earnings Call Transcript & Summary

June 26, 2026

NYSEAM US Industrials Industrial Conglomerates shareholder_meeting 47 min

Earnings Call Speaker Segments

Milton Ault

executive
#1

All right, everybody. Welcome to the conference call today. This is on Hyperscale Data in our robotics campus, Artificial Intelligence of the future of the Michigan data center and Montana sites. I apologize if anyone could hear us prior to the call. That was a technical snafu. But luckily, we didn't say anything that we didn't want everyone to hear anyways. So Gary, why don't we read the forward-looking statements, and we'll go from there.

Unknown Executive

executive
#2

Okay. Forward-looking statements. This presentation and other written or oral statements made from time to time.

Milton Ault

executive
#3

Gary, can you change the slide, please?

Unknown Executive

executive
#4

This presentation and other written or oral statements made from time to time by representatives of Hyperscale Data Inc., the company, contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 as amended, Section 21E of the Securities Exchange Act of 1934 as amended. Forward-looking statements reflect the current view about future events. Statements that are not historical in nature such as forecasts for the industry in which we operate and which may be identified by the use of words like expects, assumes, projects, anticipates, estimates, we believe, could be, future or the negative of these terms and other words of similar meaning are forward-looking statements. Such statements include, but not limited to, statements contained in this presentation relating to our business, business strategy, expansion, growth, products and services we may offer in the future and the timing of their development, sales and marketing strategy and capital outlook. Forward-looking statements are based on management's current expectations and assumptions regarding our business, the economy and other future conditions and are subject to inherent risks, uncertainties and changes in circumstances that are difficult to predict and may cause actual results to differ materially from those contemplated or expressed. We caution you, therefore, against relying on any of these forward-looking statements. These risks and uncertainties include those risk factors discussed in Part 1, Item 1A, Risk Factors of our annual report on Form 10-K for the fiscal year ended December 31, 2025, 2025 Annual Report and other information contained in subsequently filed current and periodic reports, each of which is available on our website and on the Securities and Exchange Commission's website. Any forward-looking statements are qualified in their entirety by reference to the risk factors discussed in the 2025 Annual Report. Should one or more of these risks or other uncertainties materialize or in certain cases, fail to materialize or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned. The rest of the forward-looking statements on Page 2 are available for your further review and reference.

Milton Ault

executive
#5

Can we go to the next slide, please?

Unknown Executive

executive
#6

Yes.

Milton Ault

executive
#7

All right. Perfect. Hey, Will. We have Will Horne, the CEO here. I know he's a little under the weather, just coming back from Shanghai, China. But Will, obviously, we're excited to get started with the MSA and what's happened. Let me just go through a few things with everyone. We're going to cover a lot of ground here today in a relatively short time. We're going to talk about Michigan. We're going to talk about Montana. We're going to talk about the MSA. We're going to talk about the separation of a major set of assets, which is the Ault Capital Group assets that will be -- we expect to go public next year and how that's going to change the company into a pure-play AI data center and robotics campus, which we're really excited about what's going to be happening in robotics and AI and AI customers. We're going to go through just a little outline of what the subsidiaries are at Ault Capital Group very quickly. These are all already -- the part about Ault Capital Group is already public disclosure. We are definitely going to cover the ATM. That seems to be a very hot topic with people. There's a lot of misinformation out there about -- Gary, your screen is now showing something other than the call. Okay. Thank you. We're going to talk about the ATM, the financing, what -- we're also going to talk about an article out there that talks about us having debt, which is very, very wrong, which we're going to cover too. So Will, why don't we take it away on the first 52 megawatts of critical power and what's happening in Michigan. And congratulations to you and Jay and the team. I mean that a lot. This is 5 or 6 years in the making. Now for those people before we'll get started, we actually have an existing Silicon Valley customer in the Michigan data center. We already have AI there, and we're already running the video servers. But we weren't running them at scale, just a small cluster. This is really scale and much different for Michigan. Will?

William Horne

executive
#8

Thanks, Todd. So Tuesday was a huge day for us. We are incredibly excited with the execution of the master services agreement. And we're very, very honored to be partnering with a customer that we signed the agreement with. That customer has been providing cloud services for well over a decade, and they are certainly growing significantly. Their offerings, as anyone can imagine, are going to be focused on HPC and AI inference solutions. We see them as a collaborative partner, and that's how the entire process through the execution of a letter of understanding as well as this master services agreement. That's been our experience so far. They've lived up to every one of their requirements and obligations. They have fully paid all of the nonrecurring charges as well as the deposits already, which was $10.6 million in aggregate. And as we've already disclosed...

Milton Ault

executive
#9

Will, can I just interrupt you for a second because I know you were a little cold from coming back from China. I think it's...

William Horne

executive
#10

It's little cold, yes.

Milton Ault

executive
#11

I want to stay with what you just said and that is $10.6 million has already been paid is deposits and payments towards this. So when we talk about financing this, this is a true AI customer that's been around for more than a decade. And that's why we are so excited that someone who has so much institutional knowledge about this chose Michigan. And I think that people have to understand, we had a lot of opportunity to do this sooner. As everyone knows, we have been in discussions for part of a couple of years now with people that we thought really wanted to sort of take it from us, right? They didn't want Jay and us to develop it, but we're so confident in Jay's abilities and Will's abilities that really what [indiscernible] and we think the MSA represents validation. You have a 10-year neocloud provider that's evolved over time and is growing and shows us. So we cannot be more excited about that. I'm sorry to interrupt you, Will, but I want to point out to everyone that's out there spreading misinformation about the money and the ATM. It's just not credible the way that they're saying it. And so there is real money being put behind the customer here. And if you do look at what 20 megawatts represents, you should look up how much economic value there is being put into Michigan. We're talking about $1 billion worth of servers. Continue, Will.

William Horne

executive
#12

So as I was saying, it has been a collaborative experience with this customer, incredibly professional and easy to work with. They are actually at the site right now. We're working on really, I would call it, the bigger issues surrounding what this implementation is going to be when we finalize it. It is envisioned that it is going to be direct-to-chip cooling. It's going to be a phased implementation. We believe we can deliver, absent any unavoidable vendor delays, the first 10 megawatts within 90 days or about 90 days with followed by another 10 megawatts 90 days after that. The contract obviously does build in some latitude for vendor delays. But since we've been really, I guess, putting in purchase orders for a lot of the equipment that's required for this implementation, we're feeling pretty comfortable about our ability to meet these requirements. Longer term, what we're looking at is...

Milton Ault

executive
#13

Will, can I add on to something you just said?

William Horne

executive
#14

You absolutely can.

Milton Ault

executive
#15

I would love to point out how we got the customer, right? I just think this is credibility for Jay. We -- Will and his team, and it is -- Hyperscale's Data center business is run independently by Will and Jay. Will and his team made a decision to start acquiring equipment because they feared that we wouldn't be able to get it because of demands. And that equipment provider was working with the neocloud provider, and they actually came to us and said, "Hey, we have someone ordering the same equipment and needs power right now, would you talk to them?" And so it gives credibility to the work that Will and Jay have been working on in terms of where are we going to get equipment, how are we going to make out when there's such demand. If you read out there about how hard it is to get gensets in different coolers and chillers, it was great that our equipment provider brought us such an important customer. Will?

William Horne

executive
#16

Again, I completely agree. So right now, the contract also envisions a right of first offer for the customer for an additional 32 megawatts of critical IT load, which translates to approximately 40 megawatts of gross power. We've been exploring the possibility of bringing in natural gas, which there already is a pipe there. So it's really bringing in a larger pipe. That implementation, we would expect to complete in the next 2 years. And I believe this customer will definitely exercise their right to take the power. That's my personal belief today given the demand and the customers that they're servicing. That's really the top level at this point, and I really can't say anything else more about the contract.

Milton Ault

executive
#17

Yes. This -- we want to do talk about what the MSA contract represents. Gary, could you go to the next slide? Having this MSA contract -- that is not the slide I want to go to. Could you go back one, please? Thank you. Having the -- right there, thank you. Having the MSA contract in place paves the way for what we think is going to be the separation. We've disclosed this many times. If you read almost every single press release, it talks about Ault Capital Group being spun out. And so we think this is such a major event for us that it paves the way for this separation, leads into what we think the future looks like in terms of the future of power at both sites. So let's talk about real quickly this slide, Will, the 30 megawatts, the 70 megawatts, the 340 megawatts combined. And the thing we just announced today midday, the completion of the 48.8 acres around the site.

William Horne

executive
#18

Yes. Again, 30 megawatts represents our existing power today, of which we've allocated 20 megawatts for critical for this customer. We believe in 2 years, which is really our midterm plans that we will expand this facility to 70 megawatts, which would include natural gas, which would generate an additional approximately 40 megawatts of gross. And our long-term plans have not changed. Our long-term plans is to increase the 30 megawatts of existing grid power to 300 megawatts. And I expect to get some finality on that this year as far as timing and everything else. Really, it depends upon how quick the utility can respond to a request to update that information that they had provided us about a year ago.

Milton Ault

executive
#19

I want to point out to everybody about when you look at the press release and talk about the 20 megawatts and the 52 megawatts of actual critical -- potential critical load and then the actual total value of the site, this is only 17% of the 300 megawatts, which is generally nuclear. When you put on the 40 megawatts of power, obviously, the percentage of what we've signed an MSA, if you just did the math and you would figure out what would it be like to lease out the whole site, and there is demand. I would say actually it's really kind of ironic that we probably could have leased this out or signed an MSA with multiple parties, but we were down the path with this particular customer. Some of those multiple parties were big enough that I thought I even brought up to Will, like well, what would be even bigger than this would be to have even bigger names involved. And yet, we have -- we're so happy that we got the people -- the customer we have. But I do want people to do their own math and think to yourself, well, what if we did an MSA for all of the power, right? What -- how big of a contract would that be? And when you think about $3 billion over 20 years with expansion and existing rights to expand 5 years at a time, unless you believe the AI demand is going to go down, you've got to give, in my opinion, value to Michigan in a much different way. And I think that this contract validates that. Will, I'd love to get your take on Montana, and then I'll talk about the small nuclear reactor opportunity in Montana.

William Horne

executive
#20

Yes. So Montana is interesting. Obviously, we entered into land leases quite some time ago, and we've put Bitcoin mining operations on one of the locations. So we're currently operating approximately 10 megawatts of Bitcoin mining out there. We, as you know, have a can serve or will serve letter where we believe we can bring that one site up to 125 megawatts. We believe the same is the case for the second site, although we do not currently have Bitcoin mining operations there. And really, that's because of the time. We made a decision that we were focusing our efforts on Michigan first. And I think as we transition that focus later -- at the end of this year or early next year, I think Montana will become more of a central point for us to deal with.

Milton Ault

executive
#21

Yes. I would say to people, the rural Montana -- first of all, Montana is positive for Bitcoin mining and positive for AI data centers. Having potentially 250 megawatts there is a big deal. But as you look at small nuclear reactors and what's happening with them, those are long lead times. They're incredibly expensive. We are looking at the idea that we would partner with someone with Montana, that we would potentially look at opportunities to finance Montana separately. And this is where I want to transition, Will, into having a conversation about the ATM, the financing. We think we're being incredibly prudent with the ATM. We know that online, there's a lot more discussion, but people don't really understand how to finance AI data centers at the project level, at least the people we see commenting. That's just my opinion. But Will, can we talk about the potential for project financing that would be less dilutive at Michigan and Montana, specifically what could happen in Michigan?

William Horne

executive
#22

Certainly. So as you know, we are in discussions with several potential lenders to finance a component of the build-out. We disclosed it on Wednesday morning. We believe the cost to build out this first 20 megawatts of critical IT is going to be in the range of $100 million to $120 million. That's not to say the full $100 million or $120 million is going to be utilized from the ATM. But there are so many other projects that we want to begin in addition to the just the 20 megawatts of critical. Again, we want to look at the 2-year plan to get natural gas in place. and that's going to cost money. And then, of course, if you're bringing on an additional 32 megawatts of critical IT, there's a cost to that. If 20 megawatts is $100 million, you can do the math. It's in excess of $100 million. And then, of course, there's the -- just the upgrades in order to bring in a larger natural gas pipe. And of course, we do want to be in a position this year where we're going to enter into or be in a position to enter into a contract with the utility to increase our capacity to 300 megawatts. That requires a significant financial commitment to get the infrastructure put in place. So it's the $300 million ATM. Although it is a big ATM for us, there's a lot of investment that is going to generate significant returns, in my opinion, because like you, Todd, I do not believe the AI boom is going to disappear in the next 5 years. It's -- the demand is too great.

Milton Ault

executive
#23

Yes. I think it's important for people to remember, when you look at financing data centers independently, we can take on debt at the data center level. We can take debt on in Montana that could be anti-dilutive. But this is not a little opportunity, and that's what we keep trying to say to people is that as we went from effectively less than $6 million in sales when we started to -- we forecasted for '27 $200 million sales, approximately $180 million to $200 million sales, we have to totally look, I mean, completely different now that we signed an MSA at cash flow, the ability -- the ability to have cash flow at the AI level relative to Bitcoin mining. And so when we look at our forecast of $200 million, we have to really examine that now because I think personally, it could be substantially higher. But the math says, well, when do we turn off Bitcoin mining. So Will, let's talk a little bit about Bitcoin mining and the transition of what you see the AI and robotics center happening and Bitcoin mining stepping aside.

William Horne

executive
#24

Well, clearly, as we complete the renovation of approximately 60,000 square feet in data center to satisfy the needs of the customer, Bitcoin mining machines are going to have to be turned off. It's just inevitable. Right now, they're utilizing the power that's going to be needed for this customer implementation. So I would envision over the next 3 months that all Bitcoin mining will likely cease in Michigan as we prepare to power up this facility for AI and HPC compute.

Milton Ault

executive
#25

And we're looking at all opportunities for Bitcoin mining, including partners with others. We do have substantial Bitcoin mining operations, about $25 million a year around in Bitcoin. We also acquire Bitcoin. But we want to transition people's thoughts around Bitcoin. We had never said we were a Michael Saylor. We're not -- that's not what we're attempting to do. We're attempting to take the Bitcoin asset and tie it into the support of the Michigan AI data center. We believe Bitcoin is a long-term store of value, but it's going to take a long time for it to become very, very mainstream. We want to be there. We've been there for so many years already. But I really think people should tie the fact that on the hyperscale side, Bitcoin is a supplement to any debt or economic value or risk we have to take on top of what we have to do and borrow. So I direct you to think about all of those people who are critical to the ATM should look at the source and use of proceeds. And I would say to you, if you read it carefully, I'm not a lawyer, but we were very selective in how we said that. We are using the ATM to either fund the Michigan data center, the Montana data center or buy Bitcoin. So people have this wrong about what we're doing. We are either buying Bitcoin or funding the Michigan and Montana data center. That will lead, in our opinion, to future cash flow, which allows the separation of Ault Capital Group. Why is this the case, right? Ault Capital Group owns askROI, an AI -- askroi.com, an AI company that actually operates through one of the servers at -- some of the servers that are at -- I'm not a technical guy, but we do use some of the inference that's there through one of our cloud customers. We have Ault Lending, which is our core business around lending to public companies, we do that all the time; Ault Markets and Development, which is a part of the blockchain project; Ault Capital Group, where we manage the Alpha Structured Finance, the fund that is owned by Ault Capital Group, which is a wholly owned subsidiary of Hyperscale Data. We have a beautiful crane rental business run by very smart people in Dallas and Corpus Christi. And that business -- and Will, just for a minute, can you talk about how great it is to own the Crane Rental business down there? It produces, I believe, $10 million to $12 million a year of EBITDA, and it's just a wonderful business to own at Ault Capital Group.

William Horne

executive
#26

Sure. So obviously, well, you've got the numbers correct. It is about -- it fluctuates between $10 million to $12 million in EBITDA. Obviously, I think the more important thing when we start looking at some of these subsidiaries is you got to look at the debt levels. And this goes back to your project financing comment when we were talking about the data center specifically in Michigan. One of the things that we've attempted to do at the subsidiaries is put in nonrecourse financing, nonrecourse debt. So when you're looking at our balance sheet today, I will be the first to admit that it's confusing because the debt levels do seem high. But when you think that you've got $70 million that's tied to 4 hotels, and it's nonrecourse, you've got, I'll say, between $10 million and $15 million of debt that's nonrecourse that's at the crane company. And then you've got another, I don't know, $8 million to $10 million of nonrecourse debt at the defense business. A lot of that debt has no bearing and will have no bearing on what Michigan Data Center is or GPUS long term, meaning post separation, post split between Ault Capital Group and Hyperscale Data. So when you're looking at the financials, please keep that in mind because it does make a big distinction on what these use of proceeds are for...

Milton Ault

executive
#27

I'm going to come back to that, Will. I really want to stay on this point. We see people publishing things saying we're massively in debt. We're -- Hyperscale is a legacy holding company converting to a pure-play AI data center and robotics business. Ault Capital Group is a hybrid financial -- hybrid private equity/financial lending firm and it owns portfolio companies. Now in the attempt to make it a holding company, we realized over time, it was really easy to get married, it will take a lifetime to get a divorce, right? Will would like nothing more than the companies to be separated, but we have to do this in a meaningful way. What does nonrecourse mean to the average investor? Hyperscale Data, the parent company, is not liable for the debt at the hotels, yet the hotel debt shows up on its balance sheet. The defense debt shows up on its balance sheet. Buying the cranes shows up on Hyperscale's balance sheet. At separation of Ault Capital Group and Hyperscale, $90 million of debt disappears from the balance sheet, really making the company look dramatically better from an economic standpoint. So we emphasize and tell people all the time, you're looking at the wrong spot, pay attention to separation, pay attention to that when we lease or sign an MSA for the Michigan data center. Will, did I get that right? In fact, $90 million will disappear from the balance sheet of Hyperscale upon separation?

William Horne

executive
#28

Minimum.

Milton Ault

executive
#29

Minimum. So people should be thinking of, well, $90 million, what is the asset base? I think the last quarter, we reported an asset base of close to $320 million on equity of almost $100 million. So when you look at the structure of how you get to $200 million, it has not been a straight line, but we're really confident and comfortable in what's happening there. Let's transition real quickly, Gary, to the next slide, the robotics slide and talk about this opportunity. Okay. So why are we in robotics? The common theme out there is Todd wants to be into another business, not the case. Michigan is a very vast data center. It is an old copper plant. Let's talk about how we acquired it. My wife and I and Joe Spaziano, which we call Crypto Joe, got involved in 2011 in Bitcoin. And we've made just about every mistake in the book, had lots of opportunity for power. I don't remember what year it was, but I think it was in the year 2000 or might have even been -- I might be wrong about this, it might have been in 2019, we had an opportunity to buy this site in Michigan, and no one wanted it. It was an old legacy copper plant that we hear today about people talking about the tenants and residents of Dowagiac, that thing has been there for 70 years. Like this is all a misnomer about what's happening there in Michigan. This is a place that has been resurrected by Jay and Brian and the team, and we think we'll bring more than 500 jobs to the city of Dowagiac. At one time, there was over 800 jobs there when it was a copper plant with smelting copper and making furnaces. If you look at the vast size of the data center and now which Will will cover in a second, the additional acreage, it is -- there's an opportunity here with AI data centers serving customers and the idea of collecting what they call egocentric or teledata -- teleoperated data. And ironically, in China, in Shanghai, China, the largest robotics company by actual humanoids is actually AgiBot. They make more than anybody. And we had an opportunity through some friends through -- with some connections to SoftBank and other companies to bring and become an important data collection center to run robotics. And if you look at Michigan, it's strategically located 30 minutes north of South Bend, Indiana, which is Notre Dame. And then you have Michigan, Michigan State, and we have an opportunity to bring in engineering and a lot of jobs around collecting what will be long-term large language model data around the behavior of robots, whether we're filming the robots themselves or whether we're allowing individuals to have headsets, not iPods or iPhone, stuff like that, but really sophisticated data collection. And when you look at the numbers, these companies, the sort of Mag7s of the world, the OpenAIs, the NVIDIAs, the Google DeepMinds, they need this data, but the data is coming out of China. What we saw is an opportunity to bring the robots to Michigan, hire in Michigan, keep the data centralized in our data center, never let it leave the United States and focus on selling that data, which can be sold to all the large language models and the creators of robots. There's a massive demand for data for robotics. Now if you think about Tesla, they've been collecting ego-centric data by running Tesla cars and catching all the video of how the cars operate. They need that to train the cars. But you need the same data to train robotics. We already have ordered 143 robots, 30 of which are already on delivery to Michigan, which we'll be demonstrating and showing everyone. But this is real opportunity for contracts to partner with the largest large language model companies in the world to collect that data in Michigan and keep it in the United States. So this is something that's really happening, and we'll be demonstrating -- we have a goal of collecting between 1.5 million and 3 million hours of data in the next 18 to 24 months. And this means not only a lot of hiring, but about 1.25 people that need to be hired in Michigan at the Dowagiac center per every robot we deploy. We will also be announcing actual -- these robots you see here, which we call -- the new ones are called OPR-R2s, we'll be deploying them in 2 manufacturing facilities, 1 in California and 1 in Georgia that will allow you to see these robots in action. If it's a flat surface, you can see AgiBot has been running like a live feed on Twitter -- on X the last couple of days. That live surface, that flat surface is going to allow those robots to work side-by-side with humans. And we think it's a supplement. We don't have the same fear that it replaces shops. We have -- we think it increases productivity and the ability for companies to produce. And Michigan is a perfect spot to take about 100,000 square feet of what is 83 acres now. Will, can you transition a little bit and talk about the announcement today? If you haven't already, I kind of forgot whether we talked about it or not, about the acquisition of that land that we got around the Michigan data center.

William Horne

executive
#30

Certainly. So we acquired approximately 48 acres, 48.5 acres, I believe. Purchase price was $800,000. It provides a great natural barrier and just a little more -- isolates the facility somewhat, but it also does give us the ability to expand outside of the forested areas that we want to keep. We're still looking for acquiring more property that is contiguous to our facility, but we have everything we need right now.

Milton Ault

executive
#31

That's great, actually. So I want to switch to some question and answers here. A couple of key components we touched on before we end today, which is, one, the signing of the MSA paves the way for Ault Capital Group to be spun out next year. To the shareholders, it will probably be a public offering. We'll talk about that and disclose that. Nothing is said on stage. We have said we plan that for the second quarter of '27. Two, while we're sticking with the $200 million estimate for 2027, we will have to address this up or down with what's happening with Bitcoin mining and where those miners end up. But we think the opportunity for cash flow from the long-term contracts of the data center are far more important than what we're doing in Bitcoin mining. We also think that the demand for AI and power is so substantial that it really paves the way for Michigan and Montana to be long-term real great power opportunities. We know Montana is really a development site. We do mine there, 10 megawatts, as Will said. But Montana, we view as a really big moonshot for that 250 megawatts and potential partnering with people around small nuclear reactors. Montana is ideal for that because it's rural in nature. There's not a lot of population where we are. In fact, Will, I know you've been there a few times. What is it like in Montana? I'm just curious, I've never been to that facility, but I know you have. So what is it like in terms of distance between people?

William Horne

executive
#32

It's a bit of a ride.

Milton Ault

executive
#33

That's kind of an understatement...

William Horne

executive
#34

It's a bit of a ride to get out there. I mean it's far in the northeast corner of the state, and it is fairly remote. There's not a lot of -- there's no major facilities around it. But again, it does -- it has a lot of potential.

Milton Ault

executive
#35

All right. So let's go to the question-and-answer session real quickly here. I was reading -- unfortunately, we had the mic, hot mic, I was reading some of the questions that have already been delivered to us. So here's the questions. Are you going to sell the first -- the full $300 million of the ATM? How do I answer this carefully? The authorization gives us flexibility. It doesn't mean we intend to sell the full ATM immediately. Whoever is out there saying that we sold $1 billion worth on the first day is like clearly not paying attention. This is just not rational behavior. If you look at other data centers raising this kind of capital, we have, unfortunately, a negative and that is our market cap is now under our cash, Bitcoin, silver and the value of what I think the $300 million in assets are. I mean, the Crane company alone produces more than $10 million a year of EBITDA. So it makes no sense to us where the market cap is unless people have a misunderstanding about how we use the ATM. The ATM will only be used to buy Bitcoin and/or fund the Michigan and Montana data centers. That is in writing. It's in our documents, and it's in the best interest of shareholders that we have that flexibility. And quite frankly, if you're a neocloud provider and you look at our company, without having an ATM to take advantage, how do they grow a $1 billion investment in Michigan, which is what they're making, $1 billion of servers. This is what I'm told 20 megawatts or more is of NVIDIA servers. How do you grow that investment without having a strong financial partner? So to me, if I'm a shareholder, what answer is there other than you have to raise equity to make sure you can fulfill a contract that could be here for the next 20 years. And oh, by the way, is 17% of the data center. So what would that be like if all the power was taken? How big of an opportunity is this? And Will and I just think the opportunity, along with the Board, believe this opportunity is big. Now remember, this company has 600 employees on a consolidated basis. So we have to take into account the demands for Michigan. Why did you need to sign the ATM after such a large MSA? Well, I think I kind of answered this, but I'll say what we've come up with the answer, which is large infrastructure contracts create large opportunities, but they also require capital planning. This ATM is in place for capital planning. We are not being irrational and are disappointed with the price, so you read me between the lines there. Will, I'm going to let you take this question. Is the $1.2 billion contract real? I would say this real, Will, and I want you to comment. Those of you who point out that I have been around for 37 years and had issues with the SEC, we had a settlement with the SEC. We have General Counsel, Deputy General Counsel, Associate General Counsel, Outside Counsel. We have an independent Board. We just announced a great Audit Committee Chairman in Mickey Lorber. We do not, in any way -- even if I wanted to say to do a contract here, I couldn't get it announced. There's just too much internal controls here for those kind of shenanigans to ever take place. This contract is not only 1,000% real, but I'm incredibly proud of how I got there. Will, do you want to talk about this contract? The question is, is the $1.2 billion contract real?

William Horne

executive
#36

Understood. So I actually have 2 comments. One, I will address the comment on the contract. It is absolutely real. One thing you will note when we look at our June 30 10-Q that will be filed in August is you're going to see $5 million attributed to a fully earned nonrefundable nonrecurring charge that is associated with the data center. There's also an additional $5.6 million that we received as a security deposit. You'll be able to see that on the balance sheet or the income statement depending upon which of the 2 numbers we're talking about. The customer, again, has been around for over a decade. They're on site today, and they've been on site multiple times. I don't know how clear we can get. Obviously, we did redact their name, and we redacted the primary terms of the contract. I think it's a win-win contract for everybody, but it is absolutely real. The only other thing I'd comment on, and I'm just going back to a few comments you made, Todd, is when we're looking at the ATM and purchasing Bitcoin, I personally believe Bitcoin at $60,000 has a lot of room for appreciation. So to the extent that we're acquiring Bitcoin today, I understand there's dilution because we're taking equity in order to do that. But that appreciation could effectively go ahead and cover the cost of the data center build-out if Bitcoin were to recover back to its levels of $100,000. So -- and it also, of course, as you know, gives us a much, much better ability to access debt markets on a far more favorable terms. And of course, the ATM itself is -- it's a lot of work getting it approved, but the fees on an ATM are far cheaper than what you're going to pay to an institutional lender. So overall, it is in the best interest of the company and its shareholders.

Milton Ault

executive
#37

So there was a question the next one was, why do you not disclose the customer? Confidentiality for neocloud providers is very common, and they usually have other customers. Now we're aware that this customer, the neocloud provider that did the MSA with us has a very big contract. And we had to agree that we would not disclose their name or really anything about them. And we, of course, will apply for confidential treatment. But you can't really take that on the balance sheet. So we're not really worried that people will long term have to worry that will we have a real customer because definitely it's real. One of the questions is, is GPUS becoming a pure AI data center company? I'll answer it and let Will have a chance. The center of gravity is clearly AI infrastructure. There's no question that Hyperscale Data, hyperscaler and data, which is robotic collection, which is the long-term plan for the company is the name. It will stay the name of the company, unless we sell the data center and we are no longer in the data center business, which, by the way, you always want to look at opportunities. You see people always buying up power. We believe the long-term value is here. We are not in the mood to sell it now. We are in the mood to grow it and make it big in cash for the facility and reward the shareholders that have been with us for a long time. It is an AI infrastructure company, which is why Ault Capital Group which represents all the companies I already read to you, Crane, the 4 hotels in the Midwest, the one in New York; TurnOnGreen; Gresham Worldwide; the defense company, which is in 3 countries; what we're doing with BitNile; what we're doing with Circle 8 Cranes; what we're doing in asset management; blockchain; software; Ault Markets, we believe long term that, that is better as a separate public company, and we will spin that to shareholders as we've already announced multiple times and disclosed that, that was happening. That is now underway. That is our message. I'll leave this in the closing message. Will, do you have anything before I wrap it up?

William Horne

executive
#38

I do not.

Milton Ault

executive
#39

This is a defining period for Hyperscale Data. The market is focused on dilution and volatility. We are focused on execution. That will be the name of the game here from going forward. The Michigan MSA is the clearest validation yet of the company's direction. Our responsibility now is to finance intelligently, build responsibly, communicate transparently and convert the opportunity to long-term value for the shareholders. I will not get into a fight with critics. I'm sure you see that I'm active on X, which is the former Twitter, but I'm not going to sit idly by and see people spread wrong information. And with that said, congratulations to the team in Michigan, to Brian and Jay, to all the people, Darren, he used to be with us, all the people, us pulled the trigger. I'll tell you a funny story. We had such a strong hard time financing this data center 4 or 5 years ago. And through sheer grit and will, my business partners determination to let me figure out how to get it, we got it. We've been mining Bitcoin there for a long time. We love Bitcoin. The mining operation will change. It will be an AI-focused data center at that point. We will have Bitcoin on the balance sheet. We do expect that Bitcoin to grow over -- as we've said, we do plan on deploying more than $100 million in Bitcoin or more. And we believe that digital asset should be married up with any debt we take on. We think there'll be a transition period in '26 and '27 to where the balance sheet, the ability to produce cash and the complete change of what happens at Hyperscale will benefit the shareholders. Will and I have invested through the parent company, Ault & Company more than $55 million in a preferred, which we own and we still own in Hyperscale. We have the right to put in more money. We fully intend to exercise our rights when we're allowed to. And with that said, we thank everyone for being a shareholder, chiming in. There'll be a lot of noise around what's happening with all these data centers. I will leave you my parting thoughts. It is very important to be a good corporate citizen. Will will tell you that we are spending a lot of extra money in Dowagiac, Michigan to make sure we don't use the water supply to make sure that we build a very eco-friendly data center. And I had the liberty of having a dinner with a congressman who's very well thought of who told me, they have direct information that there's misinformation coming -- campaigns coming about data centers, specifically out of Asia to really stifle America from winning the IA race -- the AI race. And so I think it's important when you see all this pent-up issues that you see, and this is me coming personally, the Michigan data center has been there for 70 years. We've been mining there for 5 straight years. We haven't heard a word until the last 6 months. So we think there's a suspicious reason why you hear that word. And I think we're very comfortable that we will do really well in Dowagiac. We look forward to creating the 500 jobs we think will happen out of robotics and the data center. We think ultimately, Will, and correct me if I'm wrong, we think ultimately that the Michigan data center with the new 83.5 acres will become a very valuable long-term data center. Will and I have a long horizon, 5-plus years on what we're building there. And so I'm super excited about the rest of '26 and '27. I want to comment about my role at Hyperscale. I will not have an active day-to-day role in Hyperscale once separation happens. I will be the Executive Chairman, but this company will be led by Will Horne, and I will support him and Jay 100%. And so with that transition, I'll be focused on the blockchain and financial services and the assets we have there. Will and I are a partnership, and we are grateful for all those people who've seen all of our failures and our successes and have stuck with us. There's a lot of people out there that have been with us for more than 10 years. And this MSA represents sort of -- to steal a word from Jeff Bezos, it's day 1 for Hyperscale Data, and we're super excited about. Thanks to everyone at the team, including our General Counsel, Henry Nisser; James Turner, our Deputy General Counsel; and all the hard people working at Olshan, our firm and what's happening. This MSA is an incredibly big deal. It's a Friday night. Those people who know me know I don't drink. But I will be having a Diet Coke and enjoying a good dinner with my wife and saying to everybody, we really appreciate all those people who have been confident in us. Will, I hope you get better. I know you're sick from robot trip to China, but really could not be more proud of the 600 employees that have stuck with the company. And I want to emphasize, it really is a company with 600 people in 5 countries, and we're really proud of it. We hope someday the valuation improves for the shareholders, but we're focused on executing in Michigan, and we think it's the biggest long-term value accretive asset to what's happening at the company. Everyone, take care. Thanks, Will.

William Horne

executive
#40

Thank you.

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