F.F

F.F Research · AI · 10 September 2026

Holding GPUs is not selling compute

SGRX packaged undelivered B300 receiving rights. DUOT named the layers. Neither is yet a GPU-rent income statement.

A GPU rack with a blank title tag is disconnected by a torn gap from cables leading to customer boxes. A GPU rack with a blank title tag is disconnected by a torn gap from cables leading to customer boxes.

Thesis

Same split technique. Different evidence thickness.

SGRX

APA for 16 B300 receiving rights. $1M cash + $10M stated warrants. Manager, Malaysia facility, and customers unnamed. Still not delivered.

DUOT

Own Edge DC + SPV holds 2,304 B300s + named Hydra + USD.AI $98.1M. Prepay on the books. Hosting/GPUaaS revenue still near zero.

CYPH already used pre-funded warrants for equipment and hosting. SGRX applies the playbook to not-yet-delivered Blackwell rights and pre-delivery guidance.

Article architecture

Paper rights, then named layers, then the ruler

  1. 01

    SGRX

    Shell history, DAT substance, APA rights package, unnamed outsourcing.

  2. 02

    DUOT

    Four-layer split: facility, SPV, Hydra, USD.AI — and the P&L lag.

  3. 03

    The ruler

    Who signed, which line the money entered, what remains unnamed.

Chapter 01

SGRX

A Cayman micro-cap path of changing businesses, ending in undelivered GPU rights — not racks already powered on.

  1. 1.1 Company history and management
  2. 1.2 Current business: substance is DAT
  3. 1.3 The B300 APA in transition
  4. 1.4 The four-sentence APA model

Chapter 1 · History

Pork, mining, DOGE, then a rights package

PLIN

Nasdaq pork processor

BTOG

Food spin-off ~$1M; BTC mining

Mines off

U.S. sites shut; later mining revenue $0

DAT

~70.5M DOGE; dual-class 20 votes

APA

16× B300 rights; $1M + $10M warrants

SGRX

Still not delivered; no delivery 6-K

CFO vacant since 2024-03. Jinghai Jiang holds CEO + COO + Chairman. Class A are bystanders under dual-class.

Chapter 1 · Current status

The real asset is DOGE, not compute

$0H1 operating revenue
$0.48MPeriod-end cash
$8.27MDOGE FV at 2025-12-31
$(1.8M)Shareholders’ equity deficit

Pork spun off. Mining shut. Aethir sales-rep FY25 net ~$39k, H1 $0. “$500M financing capacity” is convertible + EPFA ceilings, not cash received. Blended DOGE cost ~$0.227 vs FV ~$0.117.

Chapter 1 · What the APA bought

Closing bought rights, not racks

Written into the APA

16× B300 including in-transit/receiving rights. Interests in customer and hosting contracts. Related rights.

Confirmable from filings

2026-08-05 still not delivered, not deployed. Customers not filed. “Malaysia” is PR/MD&A, not EX-10.1. Indemnity cap $1M, no escrow.

Seller: PT Mitra Manunggal Sangkara (David Tedjo, PIK2). No related-party disclosure. Not claimed as an NVIDIA Partner. “Sixteen (16)” is in the 6-K/PR, not APA §1.01 body.

Chapter 1 · Consideration

$1M cash. $10M paper.

Cash$1.0M · 9%
Warrants$10.0M stated · 91%
Cash / unit$62,500
Incl. paper$687,500 / unit

6,457,863 Class A pre-funded warrants @ $0.00006. Blocker 4.99% raisable to 9.99%. No S-3 rights. Restricted securities. $10M is contract stated value, not a third-party appraisal.

Chapter 1 · Operations and guidance

The execution layer is a blank

PR says

Five-year third-party management. Malaysia facility. ~$360k/mo recurring after deployment, before opex.

Exhibit does not

Management Agreement (Exhibit C) not attached. Rates, waterfall, SLA undisclosed. Customer names not filed. 8 GPU/unit is a research assumption.

Implied ~$3.85/GPU-h at 100% utilization, ~$5.50 at 70%, 730h/month. Arithmetic on guidance, not realized revenue. Research window through 2026-09-07: no delivery 6-K.

Chapter 1 · APA model

A rights package, not a rental business

Subject

Undelivered receiving rights + unnamed contract interests.

Consideration

Small cash + large pre-funded warrants.

Operations

Claimed five-year third party. Person not named. Agreement not exhibited.

Narrative

Revenue guidance before delivery. $360k/mo before opex.

Chapter 1 · What “closed” looks like

Paper in hand. Crates not.

Adding $10M warrant “value” into equity to meet Nasdaq tests is management belief / PR, not an audited balance sheet.

Upgrade to “assets on balance sheet, revenue recognized” still needs a delivery 6-K, identifiable PPE, and revenue evidence that does not depend on unnamed contracts.

Rights folder and warrant stack in front of sealed GPU crates labeled not delivered. Rights folder and warrant stack in front of sealed GPU crates labeled not delivered.

Chapter 02

DUOT

The mode that most resembles what SGRX claims post-delivery: hold the cards, outsource commercialization — with named entities.

  1. 2.1 History and team
  2. 2.2 Four-layer GPU split
  3. 2.3 Business estimates vs model
  4. 2.4 SGRX versus DUOT

Chapter 2 · History

Rail vision to an Edge balance sheet

Nasdaq DUOT

Chuck Ferry CEO; rail inspection lineage

Duos Edge AI

Doug Recker builds modular edge DCs

$27.0M revenue

~83% APR/AMA energy remnant; Hosting $56k

Hydra + USD.AI

~$65M equity; $55M RD; cash to $112M

Rail spun off

Statements closer to Edge / Tech Solutions

Chapter 2 · Four-layer split

Title, facility, sales, and debt are different parties

Hydra

External operator. Sells compute to still-unnamed end customers. Takes the small-end revenue share.

SPV

GPUaaS LLC holds GPU title. Customer prepay $18.77M sits here as contract liability. Parent pledges SPV equity.

USD.AI

External $98.1M facility, collateralized by SPV GPUs. Expected to close after delivery and install.

Edge AI

Consolidated facility owner. Same Columbus shell serves the Hydra GPU package and pure colo (IG / Axe / Nistar).

Chapter 2 · Physical layer

Duos sells racks. Only some of them hold its cards.

Hydra / SPV package

2,304× B300 in Columbus. Title in GPUaaS LLC. Facility ops by Duos Edge. Attached colo narrative 4.3+ MW.

External colo

IG >$111M / 10 MW / 5 years. Nistar up to 2 MW. Axe 55 MW term sheet, non-binding. Campus contracted ~20 MW.

Under the Columbus 20 MW narrative, about half the power is already sold as customer-owned-GPU colo. Self-held GPU package is the special case, not the whole growth story.

Chapter 2 · Asset layer

The box holds the cards. The parent pledges the box.

Duos Technologies Group (NASDAQ: DUOT)
Duos Edge AI — facilities, consolidated
GPUaaS LLC — bankruptcy-remote SPV, equity pledged
Hydra — external operator
USD.AI — external lender to the SPV

PR “off-balance-sheet” isolates the general guarantor. Group statements already show equipment deposits ~$68.8M. 8-K: Edge GPU operates, Hydra manages.

Chapter 2 · Commercialization

Hydra sells. Duos books the prepay.

Hydra finds

External operator. “Secured a customer for the company.” Share % undisclosed.

Customer wires

~$15M in May + $3M pending. Aggregate ~$18M.

Duos liability

Q2 GPUaaS contract liability $18.77M. ASC 606: cash in, service not yet delivered.

Revenue later

Releases as GPUs power on. 2H’26 management ~$26M. Exhibit not public.

Narrative ~$176M / 36 months. GM >80% and ~$40M annualized EBITDA are PR. End customer still unnamed.

Chapter 2 · Financing layer

$98.1M is a commitment, not a closed 8-K

$98.1MUSD.AI three-year facility
$68.8MEquipment deposits at 6/30
$112.3MGroup cash at 6/30
$84.1MLinkedIn: first placed in escrow

Borrower is GPUaaS LLC. Collateral: GPUs owned by the SPV. Parent pledges SPV equity, generally not liable except bad-boy. Interest rate undisclosed. Rate, LTV, and “off-balance-sheet” cannot be read off the USD.AI website as Duos contract terms. LinkedIn escrow figure is secondary.

Chapter 2 · Cash sequence

Equity first. Debt after install. Prepay is not capex.

1. Equity cash

Public offering ~$65M + RD $55M + APR monetization. Deposits ~$68.8M already out.

2. USD.AI after install

$98.1M intended to stop buying cards only via raises. Not independently closed in-window.

3. Customer prepay

~$18M improves operating-cash optics. It is a liability, not card-purchase funding.

Chapter 2 · Statement lag

The facility story is on deposits, not rents

FY24 Hosting$0
FY25 Hosting$56k
Q2’26 Hosting~$33k
H1’26 Hosting~$63k

FY25 group revenue $27.0M is ~83% APR/AMA energy remnant, not Edge or Hydra. Large GPU contracts timestamp after H1 2026. ASC 606 waits for service.

Chapter 2 · Unit economics

Disclosure is ~24% tighter than the $4.50 × 80% model

Duos TCV$176M / 36 mo
Model rev$218M · +24%
Per GPU / mo$2,122 vs $2,628
EBITDA printPR $40M vs model $55–58M

Common base: 2,304 B300 GPUs, not 2,304 machines. Model assumes 8 GPU/node = 288 servers. Pinning $176M implies ~$3.63/GPU-h at 80%, or ~65% utilization at $4.50 — or $176M is already net of Hydra share.

Chapter 2 · Capital

Deposits plus debt clear bare metal, not all-in

Deposits$68.8M
USD.AI$98.1M
Sum$166.9M
Bare / all-in$187.2M / $244.8M

Prepay ~10% of TCV is coherent on both sides. Tracking switch is deposits converting to PPE and USD.AI closing — not treating $176M as run-rate.

SGRX vs DUOT

Named structure is not earned GPU rent

SGRX

Undelivered rights. Unnamed manager. Micro-cap deficit. APA + slogan outsourcing.

DUOT

Own facilities, named Hydra, USD.AI, $18.77M prepay. P&L still near zero.

SGRX as a thin unnamed paper package versus DUOT as a named four-layer stack with an empty income-statement line. SGRX as a thin unnamed paper package versus DUOT as a named four-layer stack with an empty income-statement line.

Takeaways

First ask who signed. Then which line the money entered.

1. What was bought

Rights package ≠ installed GPUs. “APA closed” is not “racks on.”

2. Name the manager

Facility, collector, default. Slogans can match; evidence thickness does not.

3. Operator ≠ revenue

Hydra operates; prepay sits on Duos. Do not assume the operator books the rent.

4. Four kinds of money

Equity, RD, asset debt, customer prepay. Switches are delivery / closing / power-on 8-Ks.

5. Replicability

Five no’s → story on a shell. Structure named, revenue unreleased → still under construction.

Close

This is not one “APA model.” It is one split technique. Asset rights, physical facilities, commercialization, and financing can sit in different entities. The ruler is a public name, a public contract, and a public statement line — not whether someone has shouted “outsourcing.”