UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________________________
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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 1.01 | Entry into a Material Definitive Agreement. |
On May 9, 2026, Hyperscale Data, Inc., a Delaware corporation (the “Company”), through its wholly-owned subsidiary, Omnipresent Robotics LLC, a Nevada limited liability company (the “Omnipresent”), entered into a definitive Appendix (the “Appendix”) with AGIBOT PTE. LTD., a Singaporean company (“AGIBOT”), which supplements that certain Partner Agreement dated April 15, 2026 (the “Partner Agreement”) entered into by and between Omnipresent and AGIBOT. Pursuant to the Appendix and Partner Agreement, AGIBOT agreed to sell up to 143 intelligent robot products to Omnipresent for a purchase price of up to approximately $13.4 million (pursuant to purchase orders) and authorized Omnipresent to resell such products under Omnipresent’s brand. Moreover, Omnipresent agreed to work with and assist Omnipresent in the establishment of a robot data collection center. The Appendix also contains certain customary provisions, including those that relate to confidentiality and ownership of data, intellectual property rights, product control and security, product warranty and indemnification.
The foregoing summary of the Appendix and Partner Agreement is subject to and qualified in its entirety by the text of the Appendix and Partner Agreement, forms of which are both filed hereto as Exhibit 10.1 and Exhibit 10.2, respectively.
While the Partnership Agreement was, at the time of its execution, similar to a memorandum of understanding, and was therefore not viewed as a material definitive agreement required to be filed under Item 1.01, the execution of the Appendix has converted it into a material definitive agreement that the Company believes should be disclosed under Item 1.01.
| Item 7.01 | Regulation FD Disclosure. |
On May 11, 2026, the Company issued a press release announcing the Appendix, a copy of which is attached as Exhibit 99.1. The information contained in Exhibit 99.1 is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information under this item shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. This report will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.
The Securities and Exchange Commission encourages registrants to disclose forward-looking information so that investors can better understand the future prospects of a registrant and make informed investment decisions. This Current Report on Form 8-K and exhibits may contain these types of statements, which are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and which involve risks, uncertainties and reflect the Registrant’s judgment as of the date of this Current Report on Form 8-K. Forward-looking statements may relate to, among other things, operating results and are indicated by words or phrases such as “expects,” “should,” “will,” and similar words or phrases. These statements are subject to inherent uncertainties and risks that could cause actual results to differ materially from those anticipated at the date of this Current Report on Form 8-K. Investors are cautioned not to rely unduly on forward-looking statements when evaluating the information presented within.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits: |
| Exhibit No. | Description | |
| 10.1 | Form of Appendix dated May 9, 2026 by and between Omnipresent Robotics, LLC and AGIBOT PTE. LTD. | |
| 10.2 | Form of Partner Agreement dated April 15, 2026 by and between Omnipresent Robotics, LLC and AGIBOT PTE. LTD. | |
| 99.1 | Press Release issued on May 11, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURE
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.
| HYPERSCALE DATA, INC. | ||
| Dated: May 11, 2026 | /s/ Henry Nisser | |
| Henry Nisser | ||
| President and General Counsel | ||
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Exhibit 10.1
APPENDIX TO PARTNER AGREEMENT
(Pursuant to Section 15.3 of the Partner Agreement)
This Appendix (this "Appendix") is entered into as of May 9, 2026 (the "Appendix Effective Date") by and between:
Party A: AGIBOT PTE. LTD., a company incorporated under the laws of Singapore, with its registered office at 112 Robinson Rd., #03-01, Singapore 068902 ("AGIBOT");
Party B: Omnipresent Robotics, LLC, a limited liability company organized under the laws of Nevada with its principal place of business at 11411 Southern Highlands Pkwy, Suite 190, Las Vegas, NV ("Omnipresent");
AGIBOT and Omnipresent are each referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, the AGIBOT and Omnipresent entered into that certain Partner Agreement dated April 15, 2026 (the “Partner Agreement”), pursuant to which AGIBOT agreed to sell its intelligent robot Products to Omnipresent, to authorize Omnipresent to resell such products under Omnipresent’s brand, and to assist Omnipresent in establishing a robot data collection center;
WHEREAS, Section 15.3 of the Partner Agreement obligates the Parties to negotiate and execute this Appendix within sixty (60) days of the Execution Date, setting forth more detailed terms for the transactions contemplated thereby;
WHEREAS, the Parties desire to set forth their agreement with respect to the matters specified in Sections 15.3 of the Partner Agreement, and to supplement and, where expressly provided herein, supersede certain provisions of the Partner Agreement; and
WHEREAS, the Parties intend this Appendix to be legally binding and to form an integral part of the Partner Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE I — DEFINITIONS
Capitalized terms used but not defined in this Appendix shall have the meanings ascribed to them in the Partner Agreement. In addition, the following terms shall have the meanings set forth below:
| 1.1 | “Collected Data” means all data, observations, recordings, sensor outputs, and other information generated by or captured through the operation of the Products at Omnipresent’s data collection facility or facilities in the United States, including without limitation environmental data, motion data, spatial data, task-execution data, and interaction data observed or recorded during such operation. The fact that Collected Data was generated through the operation of AGIBOT’s Products, or that such data may reflect or relate to the capabilities, behavior, or performance of the Products, shall not cause such data to be characterized as AGIBOT’s intellectual property, confidential information, or proprietary information of any kind. |
| 1.2 | “AGIBOT Background IP” means all intellectual property rights (including copyrights, trademarks, patents, and trade secrets) owned by or licensed to AGIBOT that are pre-existing as of the Execution Date of the Partner Agreement, including without limitation software, firmware, source code, object code, algorithms, models, training data, training methods, documentation, and interfaces, and any improvements or derivative works thereof made solely by or on behalf of AGIBOT. |
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| 1.3 | “Operational Software” means the software, firmware, and interfaces embedded in or bundled with the Products as of the date of delivery, to the extent necessary to operate the Products for data collection purposes at Omnipresent’s facility. |
| 1.4 | “Data Commercialization” means any sale, license, transfer, sublicense, or other disposition of Collected Data or rights therein to any third party. |
| 1.5 | “Omnipresent Improvements” means any improvements, modifications, enhancements, derivative works, or other developments created by or on behalf of Omnipresent relating to the Products, the Collected Data, or any data collection methodology developed by Omnipresent in connection with this Appendix or the Partner Agreement. |
1.6 “Products” means the intelligent robots manufactured by AGIBOT, together with all software, firmware, and software services (including, without limitation, the Genie Studio Software Image, Genie Studio Deployment Service, and related training services), sold or licensed to Omnipresent pursuant to the Partner Agreement and the purchase orders executed in connection therewith (including any purchase orders with AGIBOT directly or with authorized agents of AGIBOT (including, without limitation, ZHEJIANG SURUIDA INTERNATIONAL SUPPLY CHAIN MANAGEMENT CO., LTD)).
ARTICLE II — RELATIONSHIP TO PARTNER AGREEMENT; PRECEDENCE
| 2.1 | Incorporation; Precedence. This Appendix is incorporated into and forms an integral part of the Partner Agreement pursuant to Section 15.2 thereof. In the event of any inconsistency or conflict between the terms of this Appendix and the terms of the Partner Agreement (including without limitation Sections 1.2, 7.1, 8.1, 9, and 11.4 thereof) with respect to any matter addressed herein, the terms of this Appendix shall control and prevail. Furthermore, in the event of any inconsistency or conflict between the terms of this Appendix and the terms of any purchase order with respect to any matter addressed herein, the terms of this Appendix shall control. |
| 2.2 | Continuing Effect. Except as expressly modified or supplemented herein, all terms and conditions of the Partner Agreement shall remain in full force and effect. |
ARTICLE III — DATA COLLECTION CENTER; COLLECTED DATA: OWNERSHIP AND RIGHTS
| 3.1 | Data Collection Center. AGIBOT shall assist Omnipresent with establishing a robot data collection center reasonably acceptable to Omnipresent (at no cost to Omnipresent). Such assistance and training by AGIBOT shall include, but not limited to, the following: |
| a) | Operational / procedural documentation (e.g., routine operations, maintenance activities and schedules etc.). |
| b) | Space related schematics / design documents / site specific requirements (e.g., electrical, mechanical / filtration / humidification, etc.). |
| c) | Operations and technical labor related documentation (e.g., skill set types, guidance on counts per skill type). |
| d) | Technology related documentation. |
| e) | Guidance on server, storage and network configurations and performance requirements. |
| f) | Reference architecture documentation (i.e., technical documentation that can show how servers / storage / network connect together with detailed descriptions of how required devices need to be configured). |
| g) | Assistance with developing a technical “base building block” for efficient scalability and repeatability. |
| h) | Training for product assembly. |
| i) | Onsite training to follow a “train the trainer” approach for technical, operational, product maintenance, customer service (contact center), sales, and sales support skill sets. Duration of onsite training lasts until competency levels are successfully demonstrated by documented assessment. |
| j) | Other assistance or training requested by Omnipresent that is reasonably necessary for setting up or operating the robot data collection center. |
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AGIBOT shall use reasonable best effort to provide the training and services set forth above to Omnipresent, including without limitation, AGBIOT providing on-site training or remote training as reasonably requested by Omnipresent.
| 3.2 | Sole and Exclusive Ownership. Omnipresent is and shall be the sole and exclusive owner of all Collected Data from the moment of its creation. Title to all Collected Data vests in Omnipresent automatically upon collection and does not require any further act, instrument, assignment, or agreement by AGIBOT. AGIBOT hereby acknowledges and confirms Omnipresent’s sole and exclusive ownership of all Collected Data. |
| 3.3 | Assignment. To the extent AGIBOT is deemed to have any right, title, or interest in or to any Collected Data (whether by operation of law, contract, or otherwise), AGIBOT hereby irrevocably assigns, transfers, and conveys to Omnipresent all such right, title, and interest, including all intellectual property rights therein, free and clear of any liens, claims, or encumbrances. AGIBOT shall, at Omnipresent’s reasonable request and expense, execute and deliver such additional instruments and documents as may be reasonably necessary to perfect, confirm, or record such assignment. |
| 3.4 | Omnipresent’s Rights. Omnipresent shall have the unrestricted right to use, reproduce, distribute, license, sell, transfer, sublicense, create derivative works of, and otherwise exploit the Collected Data, in whole or in part, in any medium and for any purpose, without any obligation to account to, seek consent from, or share revenue with AGIBOT, except as expressly set forth in Article VII of this Appendix with respect to any sales assistance actually provided by AGIBOT at Omnipresent’s written request. AGIBOT shall not impose any restrictions, conditions, or approval requirements on Omnipresent’s commercialization of Collected Data, whether based on quality control, brand protection, or any other basis. |
| 3.5 | No AGIBOT Rights in Collected Data. AGIBOT shall have no ownership interest in, license to, or right of access to any Collected Data. AGIBOT shall not, directly or indirectly: (a) access, copy, use, retain, analyze, or process any Collected Data; (b) disclose or transfer any Collected Data to any third party; (c) assert any intellectual property claim with respect to any Collected Data; or (d) use any Collected Data for the purpose of training, improving, or developing AGIBOT’s products, algorithms, models, or any other AGIBOT technology, in each case without Omnipresent’s prior written consent, which may be withheld in Omnipresent’s sole and absolute discretion. |
| 3.6 | Data Localization. AGIBOT shall implement and maintain reasonable technical and organizational safeguards to ensure that Collected Data is not transmitted to, stored on, or made accessible by AGIBOT's systems, servers, or personnel, including any systems or personnel located outside the United States, except to the extent expressly authorized by Omnipresent's prior written consent on a case-by-case basis. |
| 3.7 | No Inference Claims. The Parties expressly agree that the fact that Collected Data was generated through the operation of AGIBOT’s Products, or that Collected Data may reflect, relate to, or enable inference regarding the operation, behavior, performance, or capabilities of AGIBOT’s products, algorithms, or models, shall not: (a) cause such Collected Data to be characterized as AGIBOT’s confidential information or proprietary information; (b) give rise to any ownership, license, or other claim by AGIBOT with respect to such Collected Data; or (c) restrict in any manner Omnipresent’s right to use, sell, or otherwise commercialize such Collected Data. AGIBOT hereby waives any and all claims, whether based on trade secret, copyright, or otherwise, arising from the fact that Collected Data may reflect or be derived from the operation of AGIBOT’s Products. |
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| 3.8 | Omnipresent Improvements. All Omnipresent Improvements shall be owned solely and exclusively by Omnipresent. Nothing in this Appendix or the Partner Agreement shall be construed to grant AGIBOT any right, title, interest, or license in or to any Omnipresent Improvements, whether arising by operation of law, implied license, or otherwise. AGIBOT hereby waives any claim to ownership of or rights in any Omnipresent Improvements. For the avoidance of doubt, nothing in this Appendix grants Omnipresent any rights in AGIBOT Background IP. |
| 3.9 | Survival. Omnipresent’s ownership of and rights with respect to all Collected Data and Omnipresent Improvements, and all of AGIBOT’s obligations under this Article III, shall survive the termination or expiration of the Partner Agreement and this Appendix for any reason. |
ARTICLE IV — CONFIDENTIALITY OF COLLECTED DATA
| 4.1 | Collected Data as Omnipresent Confidential Information. All Collected Data shall be deemed Omnipresent's confidential information and shall be subject to the confidentiality protections set forth in Section 7 of the Partner Agreement, whether or not designated as confidential. Notwithstanding anything to the contrary in Section 7.1 of the Partner Agreement, AGIBOT's confidential information shall not include any Collected Data, regardless of whether such Collected Data may reflect, relate to, or enable inference regarding the operation, behavior, performance, or capabilities of AGIBOT's products, algorithms, models, training methods, interfaces, or other technology. |
| 4.2 | AGIBOT Confidentiality Obligations. AGIBOT’s confidentiality obligations under Section 7 of the Partner Agreement shall expressly include an obligation not to access, retain, copy, use, analyze, or disclose any Collected Data without Omnipresent’s prior written consent. Any access to Collected Data by AGIBOT in connection with permitted sales assistance under Article VII of this Appendix shall be subject to the restrictions set forth in Section 7.5. |
ARTICLE V — SOFTWARE LICENSE
| 5.1 | Grant of License. Notwithstanding Section 8.1 of the Partner Agreement, AGIBOT hereby grants to Omnipresent a non-exclusive, non-transferable, royalty-free, fully paid-up license during the term of the Partner Agreement to use the Operational Software solely for the purpose of operating the Products and collecting Collected Data at Omnipresent’s data collection facility or facilities in the United States. |
| 5.2 | Scope of License. The license granted in Section 5.1 does not include the right to: (a) sublicense the Operational Software to any third party; (b) modify, adapt, or create derivative works of the Operational Software; (c) reverse engineer, decompile, or disassemble the Operational Software; or (d) use the Operational Software for any purpose other than as expressly set forth in Section 5.1. |
| 5.3 | Post-Termination License. The license granted in Section 5.1 shall survive the termination or expiration of the Partner Agreement and this Appendix solely to the extent necessary to permit Omnipresent to access, use, and commercialize Collected Data gathered prior to the date of termination or expiration. Omnipresent's right to use the Products following termination shall be governed by Section 2 of the Partner Agreement, which expressly provides that such rights survive termination. |
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ARTICLE VI — PRODUCT CONTROLS AND SECURITY
| 6.1 | Prohibition on Telemetry and Diagnostic Transmission. AGIBOT shall not collect, receive, transmit, or cause or permit the Products to transmit any telemetry, diagnostics, logs, performance data, usage data, sensor data, or other information from the Products during operation at Omnipresent's facilities to AGIBOT or any third party, except to the extent expressly authorized by Omnipresent's prior written consent on a case-by-case basis. Any such authorization shall specify the scope, duration, and purpose of the permitted transmission, and AGIBOT shall promptly delete or destroy any data so transmitted upon completion of the authorized purpose or upon Omnipresent’s written request. |
| 6.2 | No Remote Access or Control. AGIBOT shall not remotely access, monitor, control, disable, shut down, update, or modify any Product or Operational Software without Omnipresent’s prior written consent on a case-by-case basis. AGIBOT shall disclose to Omnipresent, prior to or upon delivery of the Products, all remote access capabilities, kill-switch mechanisms, or automatic update functionalities embedded in the Products or Operational Software, and shall, at Omnipresent’s election, disable any such capabilities prior to or upon delivery. |
| 6.3 | Security Obligations. Omnipresent shall implement commercially reasonable administrative, technical, and physical security measures to protect Collected Data against unauthorized access, use, disclosure, or destruction. Such measures shall be no less protective than those Omnipresent uses to protect its own confidential information of comparable sensitivity. |
| 6.4 | Export Control Carve-Out for Collected Data. Notwithstanding Section 9 of the Partner Agreement or any other provision thereof, Collected Data is not subject to any export-control restrictions applicable to AGIBOT's hardware, software, firmware, or technology. AGIBOT shall not use export-control laws or regulations as a basis to demand, restrict, condition, or delay Omnipresent’s access to, use of, or commercialization of Collected Data. |
ARTICLE VII — DATA COMMERCIALIZATION; SALES ASSISTANCE
| 7.1 | Omnipresent’s Unrestricted Right to Commercialize. Omnipresent shall have the sole, unrestricted, and unconditional right to engage in Data Commercialization activities at its sole discretion, without any requirement to involve, notify, seek consent from, or share revenue with AGIBOT, except as expressly set forth in this Article VII with respect to sales assistance requested by Omnipresent and provided by AGIBOT. |
| 7.2 | Sales Assistance at Omnipresent’s Election. At Omnipresent’s written request on a transaction-by-transaction basis, AGIBOT shall use reasonable best efforts to provide sales assistance to Omnipresent in connection with specific Data Commercialization transactions (subject to the Parties mutually agreeing to a commission in accordance with Section 7.3). AGIBOT shall have no right to impose or condition any sales assistance arrangement as a condition of Omnipresent’s exercise of its rights under this Appendix or the Partner Agreement. |
| 7.3 | Commission. In consideration of documented sales assistance actually provided by AGIBOT pursuant to Section 7.2 with respect to a specific Data Commercialization transaction, Omnipresent shall pay AGIBOT a commission which shall be determined and agreed to in writing by the Parties on a case by case basis. For the avoidance of doubt: (a) no commission shall be payable with respect to any Data Commercialization transaction in which AGIBOT did not provide documented sales assistance at Omnipresent’s written request; and (b) AGIBOT shall have no right to any commission, royalty, or other compensation arising from Omnipresent’s use, sale, or commercialization of Collected Data except as expressly set forth in this Section 7.3. |
| 7.4 | Non-Exclusivity; Termination of Assistance. Any sales assistance arrangement under this Article VII shall be non-exclusive. Omnipresent retains the unrestricted right to sell, license, or otherwise commercialize Collected Data directly or through any third party without AGIBOT’s involvement. Omnipresent may terminate any ongoing sales assistance arrangement on thirty (30) days’ written notice to AGIBOT, without liability. |
| 7.5 | AGIBOT Data Access Restrictions During Sales Assistance. In connection with any sales assistance provided pursuant to this Article VII, AGIBOT shall: (a) have access to Collected Data only to the minimum extent strictly necessary to perform the specific assistance requested; (b) not retain, copy, analyze, use, or disclose any Collected Data beyond what is necessary for the specific transaction for which assistance was requested; (c) treat all Collected Data accessed in connection with any sales assistance as Omnipresent’s confidential information subject to Article IV of this Appendix and Section 7 of the Partner Agreement; and (d) promptly destroy or, at Omnipresent's election, return all copies of Collected Data upon completion of the relevant sales assistance or upon Omnipresent's written request, and in either case certify such destruction or return to Omnipresent in writing. |
| 7.6 | Effect on Ownership. AGIBOT’s provision of, or failure to provide, any sales assistance shall not in any manner affect Omnipresent’s ownership of or rights with respect to Collected Data. |
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ARTICLE VIII — ReSeller arrangement
8.1 Omnipresent Branding. At Omnipresent’s sole option, any of the Products may be resold by Omnipresent in any country in accordance with the terms of the Partner Agreement and this Appendix. Omnipresent may remove any AGIBOT logos and branding on the Product or boxes and replace them with Omnipresent’s logo and branding. Upon Omnipresent’s request, the Parties shall in good faith discuss and explore having the Products assembled in the United States of America.
8.2 Training by AGIBOT. In connection with the reseller arrangement, in addition to the training and services to be provided by AGIBOT to Omnipresent as set forth in the Partner Agreement, AGIBOT shall provide assistance or training that is reasonably requested by Omnipresent relating to the reseller arrangement. AGIBOT shall use reasonable best effort to provide the training and services set forth in the Partner Agreement and this Section 8.2, including without limitation, AGBIOT providing on-site training or remote training as reasonably requested by Omnipresent. For the avoidance of doubt, all such training and assistance by AGIBOT (including, without limitation, those set forth in the Partner Agreement) shall be provided at no cost to Omnipresent
8.3 Product Warranty for Seller Arrangement; Products Liability. AGIBOT will provide a 12-month warranty for the Products that will be resold by Omnipresent. AGIBOT and Omnipresent shall work together to prepare detailed warranty terms for the Products to be resold by Omnipresent. Additionally, AGIBOT and Omnipresent shall use reasonable best efforts to address and resolve any products liability issues in connection with the reseller arrangement.
8.4 IP License for Reseller Arrangement. AGIBOT hereby grants to Omnipresent a non-exclusive, worldwide, royalty-free, fully paid-up, irrevocable license under all intellectual property rights (including patents, copyrights, and trade secrets, but excluding trademarks) owned by or licensable by AGIBOT that are embodied in, practiced by, or reasonably required for the use, importation, distribution, sale, lease, or other commercialization of the Products to: (a) import, market, distribute, sell, lease, and otherwise commercialize the Products (and units thereof) to end customers, directly or through subdistributors authorized by Omnipresent in its sole discretion without any requirement of AGIBOT consent; and (b) sublicense to each end customer the right to use the software and firmware embedded in the Products in connection with such customer's use, integration, and operation of the Products. To the extent any intellectual property rights necessary for the foregoing cannot be licensed by AGIBOT as of the date of delivery of the relevant Products, AGIBOT shall obtain such rights at its sole cost and expense prior to such delivery. AGIBOT represents and warrants that it has the full right and authority to grant the licenses set forth in this Section 8.4 without the consent of any third party. Notwithstanding the Background IP carve-out in Section 3.8, the license granted in this Section 8.4 shall apply to all AGIBOT intellectual property rights necessary to give full effect to the reseller arrangement contemplated by this Article VIII. AGIBOT's indemnification obligations under Section 10.2 shall expressly extend to: (i) any claim that the license granted in this Section 8.4 was defective, exceeded AGIBOT's authority to grant, or was otherwise insufficient to authorize Omnipresent's or any end customer's use, distribution, or resale of the Products; and (ii) any losses, damages, or legal impediments suffered by any end customer of Omnipresent arising from any actual or alleged defect in such license or any third-party intellectual property claim relating to the Products. This license shall survive the termination or expiration of the Partner Agreement solely with respect to Products sold or distributed prior to the effective date of such termination or expiration, and solely to the extent necessary for Omnipresent and its customers to continue using and operating such Products. For the avoidance of doubt, this license does not require Omnipresent to display any AGIBOT trademark, and Omnipresent shall have no obligation to identify AGIBOT as the manufacturer of any Product.
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ARTICLE ix — Purchase Orders
| 9.1 | Purchase Orders with Authorized Agents. AGIBOT shall ensure the full and timely performance of all deliverables and obligations set forth in any purchase order between Omnipresent and any authorized agent of AGIBOT (including, without limitation, ZHEJIANG SURUIDA INTERNATIONAL SUPPLY CHAIN MANAGEMENT CO., LTD). For the avoidance of doubt, any Products bought by Omnipresent pursuant to any purchase order with any authorized agent of AGIBOT shall be subject to the warranty terms set forth in Article X and, if applicable, the warranty referred to in Section 8.3. |
ARTICLE x — REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION AND PRODUCT WARRANTY
10.1 AGIBOT Representations and Warranties. AGIBOT represents and warrants to Omnipresent that: (a) the services to be provided by AGIBOT or its authorized agent will be provided in a professional and workmanlike manner; (b) AGIBOT owns all rights, title, and interest in and to the Products (including all hardware, software, firmware, and software services comprising the Products), or that AGIBOT has otherwise secured all necessary rights in the Products as may be necessary to permit the importation, purchase, access, use, resale, and commercialization thereof by Omnipresent as contemplated by the Partner Agreement and this Appendix; (c) the Products will be free of defects in material and workmanship, and will be brand-new and fully comply with the quality standards of the original factory and the quality and technical specifications set forth on the purchase order (or otherwise agreed to in writing by the Parties); and (d) the Products (including all hardware, software, firmware, and software services), and Omnipresent's use, importation, purchase, and resale thereof as contemplated by the Partner Agreement and this Appendix, do not and will not infringe, misappropriate, or otherwise violate any patent, copyright, trademark, trade secret, or other intellectual property right of any third party. For the avoidance of doubt, this Section 10.1 shall survive (a) the termination or expiration of the Partner Agreement and this Appendix for any reason and (b) the expiration of any 12 month product warranty described in Section 10.3.
10.2 Indemnification. AGIBOT will indemnify, defend, and hold harmless Omnipresent and its affiliates, subsidiaries, assigns, agents, subcontractors, distributors and customers (collectively, “Omnipresent Indemnitees”) from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) any claim by a third party alleging that any Product (including any hardware, software, firmware, or software services comprising a Product), or the use, sale, importation, exportation, or resale thereof, infringes or misappropriates any patent, copyright, trademark, trade secret, or other intellectual property right; and (b) any loss of revenue, loss of business opportunity, or other damages suffered by any Omnipresent Indemnitee as a result of any injunction, restraining order, or other legal impediment obtained by a third party arising from any actual or alleged intellectual property infringement related to the Products, including without limitation any impairment of Omnipresent's ability to use or resell the Products. AGIBOT shall have the right to control the defense of any such claim, provided that Omnipresent shall have the right to participate in such defense with counsel of its own choosing at AGIBOT's expense if the claim could reasonably be expected to affect Omnipresent's ability to continue using or reselling the Products. For the avoidance of doubt, this Section shall survive the termination or expiration of the Partner Agreement and this Appendix for any reason.
10.3 Product Warranty. Each Product shall have a 12-month warranty for the entire Product, starting from the date the Product is accepted by Omnipresent (after delivery). If the Product is not in compliance with the representations and warranties set forth in Section 10.1 (a) and (c), then, AGIBOT will use reasonable best efforts to repair or replace the Product within fourteen (14) days of notice from Omnipresent. For the avoidance of doubt, the remedies provided in this Section 10.3 are not exclusive and shall not limit any rights or remedies which may be available to Omnipresent under the Partner Agreement or this Appendix, at law or in equity or pursuant to any other agreement.
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ARTICLE XI — GENERAL PROVISIONS
11.1Entire Agreement on Subject Matter. This Appendix, together with the Partner Agreement, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions of the Parties, whether oral or written, relating to such subject matter.
11.2Amendment. This Appendix may only be amended by a written instrument signed by duly authorized representatives of all Parties.
11.3Governing Law; Dispute Resolution. This Appendix shall be governed by and construed in accordance with the laws of the Republic of Singapore, without regard to conflicts of law principles, consistent with Section 14 of the Partner Agreement. Any dispute arising out of or in connection with this Appendix shall be resolved in accordance with Section 14.2 of the Partner Agreement.
11.4Severability. If any provision of this Appendix is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.
11.5Counterparts. This Appendix may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed valid.
11.6 No Implied Rights. No rights or licenses are granted by any Party under this Appendix by implication, estoppel, or otherwise, except as expressly set forth herein. Without limiting the foregoing, nothing in this Appendix shall be construed to grant AGIBOT any rights in or to the Collected Data, the Omnipresent Improvements, or any other intellectual property of Omnipresent.
11.7 No Third-Party Beneficiaries. This Appendix is for the sole and exclusive benefit of the Parties and their respective permitted successors and assigns. Nothing in this Appendix, express or implied, is intended to, or shall, confer upon any person or entity other than the Parties any legal or equitable right, benefit, or remedy of any nature whatsoever.
[Signature Page Follows]
| - 8 - |
SIGNATURE PAGE
IN WITNESS WHEREOF, the Parties have executed this Appendix as of the Appendix Effective Date.
AGIBOT PTE. LTD.
By: ___________________________
Name: _________________________
Title: __________________________
Omnipresent Robotics, LLC
By: ___________________________
Hyperscale Data, Inc., as Managing Member
Milton C. Ault, III, Executive Chairman
- 9 -
Exhibit 10.2

AGIBOT PTE.LTD
Partner Agreement
This Partner Agreement (“this Agreement”) is signed by and between the following parties on April 15, 2026 (the “Execution Date”) and effective April 16, 2026 (the “Effective Date”):
|
Party A: AGIBOT PTE.LTD. |
Party B: Omnipresent Robotics, LLC | |
| Contact Address:112 Robinson Rd. #03-01Singapore (068902) |
Contact Address: 11411 Southern Highlands Pkwy, Suite 190 Las Vegas NV | |
| Contact Person: ERIC NI | Contact Person: Chase Ault | |
| Contact Number:+8613928436956 | Contact Number: (702) 591-2359 | |
| E-mail Address:[email protected] | E-mail Address: [email protected] |
Both parties, through friendly consultation, have reached consensus whereby Party A shall sell its products to Party B, Party A authorizes Party B to resell its products and Party A shall assist Party B to set up the embodied AI robot data collection center in accordance with the terms hereof. The parties hereby enter into this Agreement for mutual compliance.
| 1 | Cooperation Model |
| 1.1 | As Party A’s global strategy partner, subject to Party B executing mutually acceptable purchase order(s) with Party A (or its authorized agents), Party B will purchase the full range of intelligent robots manufactured by Party A from Party A’s authorized agents (with 143 units expected to be purchased over a mutually agreed to period of time). Upon full payment of all equipment price, title and ownership of the equipment shall transfer to Party B. Party B shall have the right to use the equipment (including, without limitation, for data collection purposes), and resell the equipment under Party B’s brand name. |
| 1.2 | Party A will support and assist Party B in setting up the robot data collection center and train Party B’s employees in the data collection process. The data collected at the data collection center (the “Collected Data”) shall include data from the products sold by Party A to Party B,excluding any intellectual property rights that are pre-existing as of the Execution Date in Party A’s products, software, algorithms, models, documentation, interfaces, telemetry, diagnostics, logs, or pre-existing data,. Party B shall be the sole owner of all Collected Data and have all rights relating to all Collected Data (including right to sell). |
| 1.3 | Both Party shall work together to address compliance with laws issues, including, without limitation, economic and trade sanctions and export control laws and regulations. |

| 2 | Term of the Contract |
The terms of the contract will be 3 years, from 16th April 2026 to 15th April 2029. For the avoidance of doubt, Party B’s ownership of and right to use the products purchased from Party A, and Party B’s ownership of and right to use the Collected Data (including the right to sell such data) as set forth in Section 1.2, shall survive the termination of this Agreement.
| 3 | Delivery and Payment |
| 3.1 | The terms of delivery and payment for Equipment procured from authorized agents of Party A shall be agreed upon between Party B and the relevant agents in a mutually acceptable executed contract between such parties. |
| 3.2 | Both party will follow the terms set forth in Section 4 if Party B resells the equipment/ the products under its own branding。 |
| 4 | Delivery, After-sales Service and Responsibility Allocation |
4.1 Party A is responsible for the overall product warranty services according to Party A's warranty policy for each kind of products for products directly sold by Party A to Party B, including but not limited to: repair or replacement of core components, software debugging or upgrades performed by Party A’s technical staff (after providing technical training to Party B, Party B shall be responsible for software debugging or upgrades for end customers), as well as complex product repairs and warranty services that cannot be resolved through remote guidance.
4.2 As a strategy partner, Party B have the following benefit from Party A:
| 5 | Responsibilities of Party A |
5.1 Party A or a company authorized by Party A shall provide Party B with promotional documents and materials necessary for product sales and marketing (to assist Party B with reselling the products).
5.2 After the first delivery, Party A or a company authorized by Party A shall provide Party B with business and technical training or relevant training materials.
5.3 In the initial stage, Party A or its authorized company shall provide Party B with comprehensive systematic training free of charge and conduct on-site practical assessments. For subsequent new product releases or major version upgrades, Party A shall organize centralized training, while travel expenses for Party B’s dispatched maintenance staff shall be borne by Party B (provided that Party B approves such expenses in writing beforehand). In other circumstances, Party A or its authorized company shall provide Party B with remote training and technical support.

5.4 Party A or its authorized company shall promptly notify Party B in writing of any significant changes in the products entrusted for distribution, sales terms, prices, or technical specifications, so that Party B can conduct sales and promotion more effectively.
5.5 Party A shall ensure that all products provided comply with all applicable laws and regulations.
| 6 | Responsibilities of Party B |
6.1 Party B undertakes that its execution and performance of this Agreement complies with applicable laws and that it will have the capability to fulfill its obligations hereunder when required hereunder, including but not limited to: business qualifications, team size, and operational conditions required to perform this Agreement.
6.2 Party B shall comply with all applicable laws and regulations relating to product promotion or sales.
6.3 Party B shall bear legal liability for its acts of selling products to customers (subject to Party A’s warranty and other obligations set forth herein). Party B shall bear its own sales expenses as well as the expenses of its employed sales personnel.
| 7 | Confidentiality |
7.1 Each party shall strictly keep confidential any trade secrets, customer data, product information, and other confidential information of other party obtained by the receiving party in the performance of this Agreement and that is designated by the disclosing party as confidential at the time of exchange between the parties (or shortly thereafter), and shall not disclose such information to any third party without the disclosing party’s written consent. Notwithstanding the foregoing, all of the Collected Data shall always be deemed Party B’s confidential information and subject to the protections of this Section 7 (whether or not designated as confidential), provided, however, that any Collected Data that contains, reflects, incorporates, is derived from, or may reasonably enable inference of Party A’s confidential information, trade secrets, product performance, software behavior, interfaces, model characteristics, training methods, diagnostics, logs, or other proprietary information shall also be deemed Party A’s confidential information, further provided, however, that nothing in this Agreement shall restrict in any way Party’s B ownership of, or right to use or sell, the Collected Data.
7.2 The foregoing confidentiality obligations shall remain effective after the termination or dissolution of this Agreement, until the relevant information becomes legally public or the disclosing party provides written consent to release the confidentiality obligation.
7.3 Except for disclosure to employees who must know such confidential information for the purposes of this Agreement, each party shall not disclose, publicize, or disseminate any confidential information of the other party to any third party in any form. Each party also agrees to adopt reasonable confidentiality measures, no less stringent than those used to protect its own similar confidential information, to safeguard the other party’s confidential information from unauthorized use, disclosure, publication, or leakage.
7.4 Any disclosure of confidential information by a party’s employees, consultants, or affiliates/related companies in breach of this Section 7 shall be deemed a breach of contract by such party.
7.5 This clause shall remain effective until the confidential information under this Agreement is publicly disclosed by the disclosing party, or ceases to be confidential under other lawful circumstances that do not breach any contractual obligations. This clause shall not become invalid due to termination of this Agreement.

| 8 | Intellectual Property Rights |
8.1 Party A fully owns the intellectual property rights (including but not limited to copyrights, trademarks, patents, and trade secrets) of the products, services, and/or other deliverables it provides, or holds valid authorization of the relevant intellectual property rights. Unless otherwise agreed in writing by both parties, the execution of this Agreement does not imply or confer any intellectual property license or other rights to Party B, whether expressly or implicitly.
8.2 Party B warrants that it shall never infringe upon or damage the intellectual property rights related to the products, shall not register such intellectual property rights in its own name, shall not manufacture or sell counterfeit versions of the authorized products, and shall safeguard the trade secrets and technical secrets related to the products.
8.3 The obligations set forth in this Section 8 is subject to Party B’s rights over the Collected Data and other rights of Party B as expressly set forth herein.
| 9 | Compliance Clause |
9.1 Each party undertakes and guarantees that such party and its affiliates shall comply with all applicable economic and trade sanctions and export control laws and regulations, including but not limited to sanctions resolutions, laws, and regulations enacted and enforced by the United Nations Security Council, China, the United States, and any other country (collectively referred to as “Applicable Export Control Laws”). Party B shall ensure that the products provided by Party A (including hardware and its accessories, components, attachments, embedded or bundled firmware, software and its code, technology and corresponding documents, materials, services, and technical support provided by Party A) shall not be resold, exported, re-exported, or transferred, whether individually or as part of integrated equipment (including but not limited to their original form, separated form, integrated or combined with other products, in any proportion, whether directly or indirectly), to any country or region subject to Applicable Export Control Laws, including but not limited to Cuba, Iran, North Korea, Syria, Crimea, Sudan, Russia, the Donetsk People’s Republic, and the Luhansk People’s Republic, as well as nationals or entities of such countries or regions.
9.2 The products provided by Party A are intended solely for civil use. Party B undertakes and guarantees that it shall not directly or indirectly use the products for, or provide them to end users for: (1) any military purposes; (2) terrorism; or (3) the design, research, development, production, stockpiling, or operation of nuclear, biological, or chemical weapons, missiles, rockets, or other weapons of mass destruction.
9.3 If a party breaches the undertakings and guarantees set forth in this Section 9, it shall be deemed a material breach of this Agreement. The non-breaching party shall have the right to immediately terminate this Agreement, cease supply, or require a company authorized by Party A to cease supply, and terminate after-sales technical support and services for the products, without bearing any liability for breach of contract. Subject to the terms hereof, the breaching party shall fully compensate the other party for such other party's losses due to the breaching party’s breach of this Section 9.

| 10 | Force Majeure |
10.1 Force Majeure: Refers to objective circumstances that could not be foreseen at the time this Agreement was concluded, and the occurrence and consequences of which are unavoidable and insurmountable, including but not limited to: (1) natural disasters such as floods, hail, tsunamis, typhoons, droughts, fires, and epidemics; (2) acts of government or political parties such as policies, laws, or regulations enacted by government authorities or ruling parties, or new measures adopted that make the performance of this Agreement impossible; (3) social anomalies such as riots, wars, and strikes (excluding internal labor disputes between the parties), resulting in the inability or delay in performance of this Agreement.
10.2 In the event of any of the above Force Majeure circumstances, the obligations of both parties under this Agreement shall be suspended to the extent and during the period affected by the Force Majeure. Neither party shall be held liable for non-performance of such obligations. However, the affected party shall promptly notify the other party in writing and provide relevant supporting documents.
10.3 In the event of Force Majeure, both parties shall promptly negotiate a solution. The term of this Agreement may be extended accordingly by the duration of the suspension. After the Force Majeure situation ceases, both parties shall continue to perform the Agreement or the negotiated solution within the extended performance period.
10.4 If a Force Majeure event lasts for more than thirty (30) days and continued performance of this Agreement would result in significant adverse impact or make it impossible to continue performance, either party may unconditionally terminate this Agreement.
| 11 | Assignment, Amendment and Termination |
11.1 Neither party may assign all or part of its rights or obligations under this Agreement to any third party without the prior written consent of the other party.
This Agreement may only be amended in writing and signed by both parties.
11.2 If any of the following circumstances occur with respect to a breaching party, the non-breaching party shall have the right to unilaterally terminate this Agreement and hold the breaching party liable for breach of contract:
(1) A party has not materially performed or complied with its obligations under any of the provisions contained in this Agreement, in whole or in part; and such party has not cured such breach within thirty (30) days of receiving written notice of such breach from the non-breaching party.;
(2) Default in payment exceeding thirty (30) working days.
11.3 If the distribution relationship between the parties is terminated for any reason:
(1) Party B shall dispose of or return all promotional and other materials related to the products as required by Party A or a company authorized by Party A.
(2) After termination of this Agreement, product or service sales made prior to the termination date shall remain valid and may continue to be performed by Party A or a company authorized by Party A.
11.4 Sales Agency and Amendments
Party A may facilitate the sale of the Collected Data by Party B. Both parties agree to execute an amendment at a later date to define the scope of sales assistance and the commission rates as mutually agreed upon by both parties.

| 12 | Notice and Service |
12.1 All notices relating to this Agreement shall be delivered by mail or email to the contact address/email address specified at the beginning of this Agreement for both parties. Each party shall ensure that the contact information specified at the beginning of this Agreement is true and accurate. If a party’s contact information changes, it shall notify the other party in writing within three (3) days of the change. Otherwise, all notices sent to the contact address/email address specified at the beginning of this Agreement shall be deemed validly delivered, and the consequences shall be borne by the party that changed its information.
12.2 The parties confirm that, in the event of a dispute arising from the performance of this Agreement, the competent arbitration institution/people’s court shall have the right to serve legal documents to the contact address/email address specified at the beginning of this Agreement. Such contact address/email address shall be deemed the valid service address of both parties during the arbitration/litigation/enforcement process.
12.3 Any notice given under this Agreement shall be deemed delivered in the following circumstances:
(1) If sent by mail, the notice shall be deemed delivered when it is delivered to the recipient’s contact address.
(2) If sent by email, the notice shall be deemed delivered when it is transmitted to the recipient’s email address.
| 13 | Liability for Breach |
13.1 Neither party shall solicit, accept, provide, or grant any benefits outside of the contractual terms to the other party or its agents, employees, or other related personnel, including but not limited to explicit or hidden rebates, cash, shopping cards, goods, securities, travel, or other non-material benefits. Any such conduct shall constitute a material breach of contract.
13.2 A party in breach of this Agreement shall fully compensate the other party for all losses incurred as a result. If litigation/arbitration arises from a breach by either party, the breaching party shall also bear the costs incurred by the other party in handling such litigation/arbitration, including attorney’s fees, litigation fees, arbitration fees, appraisal fees, travel expenses, and other related costs.
13.3 Unless otherwise provided in this Agreement, if either party breaches its obligations under this Agreement, upon receipt of a written notice from the non-breaching party demanding rectification, the breaching party shall immediately cease its breach and continue to perform its obligations in accordance with the Agreement. If the breaching party continues to breach or fails to perform its obligations, the non-breaching party shall, in addition to being entitled to compensation for all actual economic losses, also have the right to terminate this Agreement early in accordance with Section 11.2(1). Notwithstanding the foregoing, neither party shall be liable for any indirect losses suffered by the other party as a result of this Agreement, including but not limited to loss of profits, loss of business revenue, increased operating costs, or damage to goodwill.

| 14 | Governing Law and Dispute Resolution |
14.1 This Agreement shall be governed by the law of Republic of Singapore without regard to the conflicts of law provisions thereof.
14.2 Any dispute, controversy or claim arising out of or in connection with this Contract shall first be settled amicably through friendly consultation. If such consultation fails, either party may refer the dispute to the Singapore International Arbitration Centre (SIAC) for a final and exclusive arbitration in accordance with the SIAC Rules in force at the time the arbitration is commenced. The seat of arbitration shall be Singapore; the language of the proceedings shall be English; the arbitral tribunal shall consist of three (3) arbitrator; and the award rendered by the tribunal shall be final and binding on both parties and may be enforced in any court of competent jurisdiction.
| 15 | Miscellaneous |
15.1 For any matters not covered in this Agreement, both parties may negotiate separately and sign a written supplementary agreement.
15.2 The appendices under this Agreement form an integral part of this Agreement and have the same legal effect. In case of inconsistency between this Agreement and its appendices, the appendices shall prevail; for matters not stipulated in the appendices, this Agreement shall apply.
15.3 Notwithstanding anything to the contrary herein, the parties shall negotiate and enter into an appendix to this Agreement which shall set forth more detailed terms and specifics for the transactions contemplated by this Agreement. Such appendix will include the following:
| (1) | details on the obligations of Party A in connection with setting up the data collection center and related training of Party B’s personnel. |
| (2) | details on the process and rights and responsibilities of the parties relating to Party B’s right to resell the products under Party B’s branding. |
| (3) | details on Party’s B’s ownership of and rights over the Collected Data and Party A’s obligations relating to the Collected Data. |
| (4) | The scope of sales assistance by Party A and the commission rates relating to the sale of Collected Data. |
| (5) | Cooperation between the parties relating to compliance with laws and regulations. |
| (6) | Warranty terms, repairs, replacement parts, and technical support for the products/equipment. |
| (7) | Terms of the purchase orders, including down payment (which shall be 10% due at the signing of the purchase order), timing of the remainder of the payments, timing of shipping and delivery matters. |
Each party shall act in good faith and use reasonable best efforts to negotiate and enter into such appendix within 60 days of the Execution Date. If such appendix is not executed by both parties by such date, this Agreement shall automatically terminate.
15.4 This Agreement, upon the date of signing, supersedes all prior oral, written, or other forms of commitments made by both parties regarding the subject matter hereof.
15.5 If one or more provisions of this Agreement are deemed invalid, illegal, unenforceable, or impracticable in any respect, the validity, legality, and enforceability of the other provisions shall not be affected.
15.6 This Agreement is executed in two counterparts, with each party holding one, both of which have equal legal effect.
(The following page contains no substantive text and serves as the signature page)

(This Page Serves as the Signature Page)
Party A
(Signature):AGIBOT PTE.LTD.
Legal Representative/Authorized Representative:
Party B (Signature): Omnipresent Robotics, LLC
Legal Representative/Authorized Representative:
| By | Hyperscale Data, Inc., as Managing Member | |
| Milton C. Ault, III, Executive Chairman |
Exhibit 99.1
Hyperscale Data’s Subsidiary Omnipresent Robotics Enters into an Agreement Providing for the Acquisition of Robots from AGIBOT and Related Developments
Omnipresent Robotics Expects to Begin Initial Michigan Deployment of up to 143 AGIBOT Intelligent Robots
Robots to Support Domestic Teleoperation, VLA Data Processing, Embodied AI training, and Expansion of Michigan Workforce
LAS VEGAS--(PR NEWSWIRE) – May 11, 2026 – Hyperscale Data, Inc. (NYSE American: GPUS), an artificial intelligence (“AI”) data center company anchored by Bitcoin (“Hyperscale Data” or the “Company”), today announced that its wholly owned subsidiary Omnipresent Robotics, LLC (“Omnipresent”) has entered into an agreement referred to as an Appendix (the “Appendix”) with AGIBOT PTE. LTD., a company based in Singapore (“AGIBOT”), which supplements and formalizes that certain Partner Agreement, which effectively constituted a memorandum of understanding at the time of its execution, and was entered into by the foregoing parties on April 15, 2026 (the “Partner Agreement”).
Pursuant to the Appendix and Partner Agreement, AGIBOT agreed to sell up to 143 intelligent robot products to Omnipresent, authorize Omnipresent to resell such products under Omnipresent’s brand, and assist Omnipresent in establishing a robotics data collection center at Hyperscale Data’s Michigan Data Center (the “Facility”), with units on order pursuant to fully executed purchase orders with AGIBOT as well as the producer of robotics components with a company located in China that is affiliated with AGIBOT.
Approximately 100,000 square feet within the Company’s existing 617,000 square foot Facility has been allocated to robotics operations, teleoperation bays and embodied AI training activities. The site is expected to serve as Omnipresent’s U.S. hub for generating real-world robotics datasets, processing vision-language-action (“VLA”) model data within the United States, and developing the operator workforce needed to support the scaling of embodied AI applications.
Hyperscale Data expects the deployment to support model training, robotics learning, industrial automation, security applications and large-scale dataset generation for next-generation AI systems. Omnipresent expects to continue expanding its Michigan workforce across teleoperation, data labeling, engineering and operational support roles as additional systems come online.
“We are moving from planning into active deployment as agreements are signed, robots are on order, and infrastructure is being prepared in Michigan,” said Milton “Todd” Ault III, Executive Chairman of Hyperscale Data. “We believe embodied AI will drive substantial long-term demand for compute, simulation and real-world data generation. Our objective is to help build that ecosystem domestically while expanding high-skilled operational and engineering roles in Michigan.”
“We are transitioning from build-out toward operational deployment,” said William B. Horne, Chief Executive Officer of Hyperscale Data. “Each robot deployed in Michigan becomes another source of physical-world data for VLA and embodied AI models, with that data collected, processed and trained on within the United States. We believe this infrastructure can support a broad range of future AI and robotics applications.”
The Company believes that the Facility provides existing power infrastructure, available industrial space and proximity to engineering and manufacturing talent that may support future expansion opportunities.
The Company expects Omnipresent’s contemplated Michigan operations to support a growing range of commercial opportunities, including robotics-as-a-service offerings, AI training partnerships and third-party data collection programs. The deployment builds upon Omnipresent’s previously announced relationship with AGIBOT.
There can be no assurance regarding deployment timing, commercialization, customer adoption, future revenues, or the ultimate success of the Company’s robotics initiatives.
For more information on Hyperscale Data and its subsidiaries, Hyperscale Data recommends that stockholders, investors and any other interested parties read Hyperscale Data’s public filings and press releases available under the Investor Relations section at hyperscaledata.com or available at www.sec.gov.
About Hyperscale Data, Inc.
Through its wholly owned subsidiary Sentinum, Inc., Hyperscale Data owns and operates a data center at which it mines digital assets and offers colocation and hosting services for the emerging AI ecosystems and other industries. Hyperscale Data’s other wholly owned subsidiary, Ault Capital Group, Inc. (“ACG”), is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact.
Hyperscale Data currently expects the divestiture of ACG (the “Divestiture”) to occur in the second quarter of 2027. Upon the occurrence of the Divestiture, the Company would be an owner and operator of data centers to support high-performance computing services, as well as a holder of the digital assets. Until the Divestiture occurs, the Company will continue to provide, through ACG and its wholly and majority-owned subsidiaries and strategic investments, mission-critical products that support a diverse range of industries, including an AI software platform, equipment rental services, defense/aerospace, industrial, automotive and hotel operations. In addition, ACG is actively engaged in private credit and structured finance through Ault Lending, LLC, a licensed lending subsidiary. Hyperscale Data’s headquarters are located at 11411 Southern Highlands Parkway, Suite 190, Las Vegas, NV 89141.
On December 23, 2024, the Company issued one million (1,000,000) shares of a newly designated Series F Exchangeable Preferred Stock (the “Series F Preferred Stock”) to all common stockholders and holders of the Series C Preferred Stock on an as-converted basis. The Divestiture will occur through the voluntary exchange of the Series F Preferred Stock for shares of Class A Common Stock and Class B Common Stock of ACG (collectively, the “ACG Shares”). The Company reminds its stockholders that only those holders of the Series F Preferred Stock who agree to surrender such shares, and do not properly withdraw such surrender, in the exchange offer through which the Divestiture will occur, will be entitled to receive the ACG Shares and consequently be shareholders of ACG upon the occurrence of the Divestiture.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,” or similar expressions. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties.
Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update any of them publicly in light of new information or future events. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors. More information, including potential risk factors, that could affect the Company’s business and financial results are included in the Company’s filings with the U.S. Securities and Exchange Commission, including, but not limited to, the Company’s Forms 10-K, 10-Q and 8-K. All filings are available at www.sec.gov and on the Company’s website at hyperscaledata.com.
Hyperscale Data Investor Contact:
[email protected] or 1-888-753-2235