Valor Energy Inc. (Nasdaq: VAI) announced on Oct. 19, 2026, that it has entered into an agreement to acquire all of the outstanding equity interests of the company that holds an 18 MW operational computing center in Youngstown, Ohio, a transaction the company refers to as the Youngstown Project.

Deal Overview

The aggregate purchase price is USD 3,600,000, subject to adjustment as provided in the agreement, and the deal is structured as an acquisition of 100% of the equity interests of the entity holding the project.

The company cautioned that the acquisition remains subject to due diligence and other closing conditions, and that there can be no assurance that it will be completed on the terms described or at all. Valor Energy may complete the acquisition directly or through a designated subsidiary.

Site Details and Power Capacity

The Youngstown Project is located at 1911 Logan Avenue in Youngstown, Mahoning County, Ohio, and includes a facility of approximately 30,888 square feet. The site has approximately 18 megavolt-amperes (MVA) of apparent power capacity under an existing 23kV utility interconnection with Ohio Edison, which Valor Energy believes is already approved and energized.

The company noted that this figure represents site-level apparent power capacity and does not necessarily equal usable IT load for data center operations. Construction of the existing computing center is complete, but Valor Energy's planned conversion of the site into an AI data center will require additional design, construction, equipment, and permitting work.

Strategic Rationale

Valor Energy emphasized that access to energized power is an important factor in AI data center development across the United States, and that sites with large-scale power already in place can be difficult to secure.

By acquiring an operating facility rather than undeveloped land, the company believes it may be able to shorten its timeline to deploy AI computing capacity, although it acknowledged that the timeline for any such deployment remains subject to significant uncertainty, including completion of the acquisition, further construction and permitting, and availability of financing.

Following closing, the company plans to pursue development of the Youngstown Project into an AI data center serving AI and high-performance computing workloads.

"This agreement is an important step in Valor Energy's AI data center strategy," said Dave Nichols, Strategic Advisor to Valor Energy Inc. "The Youngstown site includes 18 megavolt-amperes of power capacity that we believe is already approved and energized, which can be difficult to secure in this industry. We believe this reduces, though does not eliminate, the time needed to pursue AI computing capacity at the site, subject to completion of the acquisition and further development work."

Transaction Structure and Closing Conditions

The target company's existing site, power arrangements, and related contracts are expected to remain in place under the same entity following closing. Closing is subject to a due diligence period of thirty (30) business days from the agreement's effective date, along with numerous other closing conditions, including third-party and regulatory consents. The transaction is expected to occur no later than the 90th business day following the effective date, if at all.

Valor Energy holds the unilateral right to terminate the agreement under specified circumstances during due diligence, including if it determines the target company provided false information, in which case its good-faith deposit would be refunded.

Risks Highlighted by the Company

In its announcement, Valor Energy outlined a range of risks that could affect the transaction and subsequent development. These include the possibility that its due diligence review identifies adverse facts or that the target company is determined to have provided false or incomplete information, which could result in termination of the agreement.

The company also flagged the risk that closing conditions, including required third-party consents and regulatory approvals, are not satisfied or waived within the contemplated timeframe or at all, and that the transaction does not close on the terms described, on the expected timeline, or at all.

The company further cautioned that site-level apparent power capacity at the Youngstown Project may not translate into the usable IT load needed to support anticipated AI or high-performance computing workloads.

About Valor Energy

Valor Energy Inc. is a Nasdaq-listed company that historically operated automobile transaction and related services businesses and is now pursuing a strategic transformation into digital infrastructure, energy, and other growth sectors. The company aims to build a meaningful position in U.S. AI and data center infrastructure. Green Energy Capital Asset Inc. is a wholly-owned subsidiary of the company.

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