SGRX
APA for 16 B300 receiving rights. $1M cash + $10M stated warrants. Manager, Malaysia facility, and customers unnamed. Still not delivered.
F.F Research · AI · 10 September 2026
SGRX packaged undelivered B300 receiving rights. DUOT named the layers. Neither is yet a GPU-rent income statement.
Thesis
APA for 16 B300 receiving rights. $1M cash + $10M stated warrants. Manager, Malaysia facility, and customers unnamed. Still not delivered.
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
Shell history, DAT substance, APA rights package, unnamed outsourcing.
Four-layer split: facility, SPV, Hydra, USD.AI — and the P&L lag.
Who signed, which line the money entered, what remains unnamed.
Chapter 01
A Cayman micro-cap path of changing businesses, ending in undelivered GPU rights — not racks already powered on.
Chapter 1 · History
Nasdaq pork processor
Food spin-off ~$1M; BTC mining
U.S. sites shut; later mining revenue $0
~70.5M DOGE; dual-class 20 votes
16× B300 rights; $1M + $10M warrants
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
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
16× B300 including in-transit/receiving rights. Interests in customer and hosting contracts. Related rights.
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
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
Five-year third-party management. Malaysia facility. ~$360k/mo recurring after deployment, before opex.
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
Undelivered receiving rights + unnamed contract interests.
Small cash + large pre-funded warrants.
Claimed five-year third party. Person not named. Agreement not exhibited.
Revenue guidance before delivery. $360k/mo before opex.
Chapter 1 · What “closed” looks like
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.
Chapter 02
The mode that most resembles what SGRX claims post-delivery: hold the cards, outsource commercialization — with named entities.
Chapter 2 · History
Chuck Ferry CEO; rail inspection lineage
Doug Recker builds modular edge DCs
~83% APR/AMA energy remnant; Hosting $56k
~$65M equity; $55M RD; cash to $112M
Statements closer to Edge / Tech Solutions
Chapter 2 · Four-layer split
External operator. Sells compute to still-unnamed end customers. Takes the small-end revenue share.
GPUaaS LLC holds GPU title. Customer prepay $18.77M sits here as contract liability. Parent pledges SPV equity.
External $98.1M facility, collateralized by SPV GPUs. Expected to close after delivery and install.
Consolidated facility owner. Same Columbus shell serves the Hydra GPU package and pure colo (IG / Axe / Nistar).
Chapter 2 · Physical layer
2,304× B300 in Columbus. Title in GPUaaS LLC. Facility ops by Duos Edge. Attached colo narrative 4.3+ MW.
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
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
External operator. “Secured a customer for the company.” Share % undisclosed.
~$15M in May + $3M pending. Aggregate ~$18M.
Q2 GPUaaS contract liability $18.77M. ASC 606: cash in, service not yet delivered.
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
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
Public offering ~$65M + RD $55M + APR monetization. Deposits ~$68.8M already out.
$98.1M intended to stop buying cards only via raises. Not independently closed in-window.
~$18M improves operating-cash optics. It is a liability, not card-purchase funding.
Chapter 2 · Statement lag
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
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
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
Undelivered rights. Unnamed manager. Micro-cap deficit. APA + slogan outsourcing.
Own facilities, named Hydra, USD.AI, $18.77M prepay. P&L still near zero.
Takeaways
Rights package ≠ installed GPUs. “APA closed” is not “racks on.”
Facility, collector, default. Slogans can match; evidence thickness does not.
Hydra operates; prepay sits on Duos. Do not assume the operator books the rent.
Equity, RD, asset debt, customer prepay. Switches are delivery / closing / power-on 8-Ks.
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.”