{"url_path":"/sec/gpus/8-k/2026-06-24/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 ****Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-24","source_url":"https://www.sec.gov/Archives/edgar/data/896493/0001214659-26-007704-index.html","accession_number":"0001214659-26-007704","cik":"0000896493","ticker":"GPUS","issuer_name":"Hyperscale Data, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/896493/0001214659-26-007704-index.html","primary_entity_key":"0000896493","primary_entity_name":"Hyperscale Data, Inc."},"word_count":879,"has_tables":true,"body_markdown":"**Item 1.01****Entry into a Material Definitive Agreement.**\n\n \n\nOn June 23, 2026 (the “**Execution Date**”),\nAlliance Cloud Services, LLC, a Delaware limited liability company (the “**Provider**”), a wholly owned subsidiary of Hyperscale\nData, Inc., a Delaware corporation (the “**Company**”) entered into a Master Services Agreement (the “**Agreement**”)\nwith a customer (the “**Customer**”) to deploy a total of approximately 20 megawatts (“**MW**”), to be delivered\nby Provider in phases as described herein, for artificial intelligence (“**AI**”) computing at the Provider’s AI\ndata center campus in Dowagiac, Michigan (the “**Facility**”).\n\n \n\nPursuant to the Agreement, the Provider agrees\nto provide to Customer, certain colocation and related data center services that are set forth in the Agreement (each, a “**Service**”\nand collectively, the “**Services**”) at the recurring service charges for each Contract Year (as defined below).\n\n \n\nFurther, the Agreement provides for the Provider\ngranting the Customer an exclusive license (the “**License**”) to use a certain area of the Facility (the “**Service\nArea**”), for an initial term of 10 years and two five-year extension options (the “**Term**”)\nto commence on the “**Service Commencement Date**,” which means, with respect each Phase, the date of delivery of the applicable\nService Area and electrical capacity to the Customer and to end on the date which shall be the last day of the calendar month in which\nthe end of the tenth (10th) Contract Year occurs (the “**Fixed Expiration Date**”) where “**Contract Year**”\nmeans (i) with respect to the first Contract Year, the period commencing on the Service Commencement Date and ending on the day before\nthe first anniversary of the later to occur of (x) the Service Commencement Date of Phase 1 and (y) the date that is six (6) months after\nthe Execution Date, and (y) each successive twelve (12) month period after the First Year Expiration Date until the Fixed Expiration Date.\nIf available, the Agreement also provides the Customer with a right of first offer to an additional 32 MW\nof critical AI compute capacity.\n\n \n\nThe License applies to the following Phases (each,\na “**Phase**” and collectively the “**Phases**”):\n\n \n\n(a)       “Phase\n1”, consisting of power modules for 10 MW of critical information technology (“**IT**”) power capacity to a portion\nof the Service Area, with a targeted delivery date of ninety (90) days after the Execution Date; and\n\n \n\n(b)       “Phase\n2”, consisting of power modules for an additional 10 MW of critical IT power capacity to a different portion of the Service Area,\nwith a targeted delivery date of one hundred eighty (180) days after the Execution Date.\n\n \n\nOn the Execution Date, the Customer is required\nto pay the Provider a one-time, lump sum, non-recurring service charge equal to Five Million Dollars ($5,000,000) (the “**Up-Front\nNRC**”) which Up-Front NRC shall be fully earned by Provider upon receipt and non-refundable to Customer unless Provider fails\nto substantially complete the remaining fit out items in accordance with the Agreement and Customer exercises its related termination\nright under the Agreement.\n\n \n\nOn the Execution Date, the Customer is required\nto deliver to the Provider a cash security deposit in an amount equal to Five Million Six Hundred Thousand Dollars ($5,600,000) (the “**Security\nDeposit**”). The Security Deposit shall be reduced by one-third (1/3) on each of the first, second, and third anniversaries of\nthe target delivery date of Phase 2, provided that no Event of Default (as defined in the Agreement) by Customer has occurred and is continuing\nunder this Agreement.\n\n \n\nPursuant to the Agreement, assuming the Customer\nelects to exercise the two five-year extension options, the total contract value to the Provider\nis approximately One Billion Two Hundred Million Dollars ($1,200,000,000) during the Term, subject to the Provider meeting its obligations\nunder the Agreement. If the Customer exercises its right of first offer within the first two years from the Execution Date for the additional\n32 MW of critical AI compute capacity, then the total contract value to the Provide would increase to approximately Three Billion Dollars\n($3,000,000,000). The Agreement provides for certain one-time payments by the Customer in connection with Phase 1 and Phase 2 fit out\nwork, as well as a monthly colocation fee to paid by the Customer for Phase 1 and Phase 2 (a portion of which is to be prepaid), based\nupon the number of kilowatts delivered.\n\n \n\nThe Agreement requires the Provider to construct,\nequip, and commission two Phases of the Service Area at the Facility, with Phase 1 (10 MW) ready-for-service date targeted at September\n21, 2026 and with full deployment in Phase 2 (10 MW) targeted by the end of 2026.\n\n \n\nThe Agreement also contains various other customary\nterms and conditions, including representations and warranties, service and service credit, penalty, termination, indemnification, confidentiality,\nand limitation of liability provisions.\n\n \n\nNeither the Company nor the Provider or any of\ntheir respective affiliates have any material relationship with the Customer, other than in respect of the Agreement.\n\n \n\nThe foregoing description of the Agreement does\nnot purport to be complete and is qualified in its entirety by reference to the redacted text of the Agreement, a copy of which is filed\n(with certain portions redacted in accordance with Item 601(b)(10)(iv) of Regulation S-K) and certain schedules and exhibits omitted in\naccordance with Item 601(b)(2) of Regulation S-K) as **Exhibit 10.1** hereto and incorporated by reference herein. \n\n \n\n -2-"}