Hyperscale Data (GPUS) Registration filing summary

Company overview and business model

• Operates as a diversified holding company with subsidiaries in data centers, Bitcoin mining, AI hosting, fintech, real estate, crane services, defense, and metaverse platforms.

• Principal subsidiaries include Sentinum (data centers/Bitcoin mining), Alliance Cloud Services, BNI Montana, and others.

• Currently transitioning data centers from Bitcoin mining to high-performance computing (HPC) and AI applications.

• Business strategy focuses on maximizing shareholder value through monetization of subsidiaries, public offerings, and secondary market transactions.

• Executive Committee, led by the Executive Chairman, CEO, and President, manages investment and capital allocation decisions.

Financial performance and metrics

• Mining operations generated $2.8M net income and $19.9M revenue for the six months ended June 30, 2024, compared to a $0.5M net loss and $8.5M revenue in the prior year period.

• For the year ended December 31, 2023, mining operations had a $2.6M net loss and $33.1M revenue, compared to a $91.6M net loss and $16.7M revenue in 2022.

• As of June 30, 2024, total assets were $270.8M, with 2.6 Bitcoins valued at $0.2M.

• Power costs for mining ranged from $42 to $62 per MWh in the second half of 2023 through mid-2024.

• Sentinum generated $15.3M in cash for 2023 after $2M in capital expenditures.

Use of proceeds and capital allocation

• Up to $37.5M in gross proceeds may be received from sales of Series D Preferred Stock to Orion Equity Partners under the Purchase Agreement.

• Proceeds are required to be used first for repayment of debt under the 2024 Credit Agreement; any remaining proceeds may be used for working capital.

• Management retains broad discretion over use of proceeds once debt obligations are satisfied.