Las Vegas, October 16th / PRNewswire / -- Hyperscale Data, Inc. (New York Stock Exchange American Market: GPUS) Today, it was announced that its subsidiary askROI, Inc. ( askROI), a company specializing in artificial intelligence ( AI) technology, is preparing to become an independent public company. The methods may include a reverse acquisition ( RTO), a initial public offering of securities ( IPO), or through a special purpose acquisition company ( SPAC); the aforementioned methods are collectively referred to as a "transaction".
The company's goal with askROI is to complete the transaction in the second or third quarter of 2027, depending on the type of transaction ultimately decided by the company; if the transaction falls under RTO, it will also depend on the progress of subsequently submitting and completing a resale registration statement. This registration statement will record the shares obtained by the company in RTO from the sale of askROI. The company indicates that the relevant public company has not yet been determined. The above arrangements are expected to be completed in the first half of 2027, provided that the necessary financial and regulatory requirements are met and in line with the market conditions at that time.
askROI is a AI technology company that provides an integrated platform for AI productivity, research, automation, and content creation. This platform can be used through web pages and mobile applications, offering leading AI models, over 240 productivity tools, customized AI applications, enterprise knowledge management features, as well as generative AI technologies. It is aimed at individuals, entrepreneurs, professionals, and enterprises that wish to leverage artificial intelligence to enhance productivity, automate work processes, and accelerate innovation. For more information, please visit www.askROI.com.
The company stated that the proposed listing is another step in Hyperscale Data's broader strategy, aimed at unleashing shareholder value by allowing its operations to pursue independent growth opportunities and establishing a separate market valuation.
During the transaction preparation process, Milton, Todd, and Ault III will resign from their positions as CEO of askROI. It is anticipated that askROI will be appointed as the new CEO, and Ryan Doucette will take on the role of President. Spaziano, who currently serves as the Chief Technology Officer of Hyperscale Data and also holds the positions of President and Chief Operating Officer of askROI, will resign from his position in Hyperscale Data to focus on askROI. Doucette is currently in charge of askROI as the product leader. The company expects, but cannot confirm for sure, that Spaziano and Doucette will continue to hold these positions after any transaction is completed.
The company stated that the planned leadership transition is aimed at equipping askROI with a dedicated management team focused on expanding its AI platform and promoting the company's independent operations.
Hyperscale Data Founder and Executive Chairman Milton " Todd " Ault III states: "We believe that askROI has tremendous value, and as a subsidiary of Hyperscale Data, this value has not yet been recognized by the public market. We also believe that comparable AI technology companies are typically traded at significantly higher valuations. Furthermore, we believe that making askROI an independent entity and giving it the opportunity to establish its own independent market value will be beneficial to the company's shareholders, as we expect such a split to potentially increase the company's market value due to the creation of a listed entity after the transaction. Finally, we anticipate that the listing under this plan will benefit Hyperscale Data shareholders as well as future askROI shareholders by enhancing business value transparency, providing a platform for future growth, accessing capital, and creating long-term shareholder value."
The company expects to provide more information regarding the transaction structure, corporate organizational form, and the listing timeline later on. There is no guarantee as to whether the proposed listing can be completed within the expected time frame, or whether it will even be possible to complete it at all.
The plan to go public with askROI is in line with the broader strategy of Hyperscale Data, which is to assess opportunities for establishing independent market valuations for its portfolio businesses. Management believes that splitting certain operating businesses into independently valued entities may provide investors with greater transparency regarding the underlying assets and operations of Hyperscale Data. The company intends to continue evaluating strategic alternatives for its subsidiaries and investments in the process of seeking to maximize long-term shareholder value.
For more information regarding Hyperscale Data and its subsidiaries, the company recommends that shareholders, investors, and other relevant parties read the public documents and press releases published by Hyperscale Data under the Investor Relations section. The website address is hyperscaledata.com, or you may visit www.sec.gov.
Regarding Hyperscale Data, Inc.
Through Sentinum, Inc, and Hyperscale Data, they own and operate a data center that provides hosting and server management services for the emerging AI ecosystem as well as other industries. Another wholly-owned subsidiary, Ault Capital Group, Inc (. ACG), is a mixed-type private equity company and operating firm that acquires, finances, builds, and actively manages businesses in areas such as financial services, digital assets, industrial services, hospitality, defense technology, and more.
Hyperscale Data Currently, it is anticipated that the divestiture of ACG ( Divestiture ) will occur in 2027. Upon completion of the divestiture, the company will become the owner and operator of a high-performance computing service data center, and will also hold digital assets, as well as its third wholly-owned subsidiaries: Omnipresent Robotics and LLC. Prior to the divestiture, the company will continue to provide mission-critical products that support various industries through ACG and its wholly-owned and majority-owned subsidiaries, as well as strategic investments. These include the AI software platform, equipment leasing services, defense/aerospace, industrial, automotive, and hospitality businesses. In addition, ACG is actively engaged in private lending and structured financing through its licensed lending subsidiaries Ault Lending and LLC. Hyperscale Data is headquartered at 190 Room 11411, Southern Highlands Parkway Las Vegas, Nevada, with the postal code 89141.
On December 23, 2024, the company issued 1 million newly designated Series F exchangeable preferred stocks ( Series F Preferred Stock ) to all common stockholders and holders of Series C preferred stocks (on a converted basis). The separation of ACG will be achieved through voluntary exchange of Series F preferred stocks for Class A common stocks and Class B common stocks of ACG (collectively referred to as " ACG shares" ). The company reminds shareholders that only those holders of Series F preferred stocks who agree to surrender these shares in this exchange offer and have not properly withdrawn their surrender rights will be entitled to receive ACG shares upon the occurrence of the separation and thus become shareholders of ACG .
Forward-looking Statements
This press release contains “forward-looking statements” as defined by Section 27A of the revised Securities Act of 1933 and Section 21E of the revised Securities Exchange Act of 1934. Such forward-looking statements typically include statements that are predictive in nature, depend on or involve future events or conditions, and contain words such as “believes,” “plans,” “expects,” “predicts,” “estimates,” “anticipates,” “intends,” “strategy,” “future,” “opportunity,” “possible,” “will,” “should,” “can,” “potential,” and similar expressions. Statements that are not historical facts are considered forward-looking statements. Forward-looking statements are based on current beliefs and assumptions and involve risks and uncertainties.
Forward-looking statements are only valid as of the date they are made, and the company has no obligation to publicly update any such statements due to new information or future events. Due to various factors, actual results may differ significantly from those contained in any forward-looking statements. Additional information that may affect the company's business and financial results, including potential risk factors, is contained in the documents submitted by the company to the U.S. Securities and Exchange Commission, including but not limited to Form 10-K, Form 10-Q, and Form 8-K. All documents can be found at www.sec.gov and on the company's website at hyperscaledata.com.
