🇺🇸Compute provider Vertical Data (VDTA) disclosed a nonbinding term sheet for approximately 16,000 NVIDIA Blackwell GPUs; definitive agreements and financing remain pending.

Vertical Data’s November 2 Form 8-K describes a September 2026 term sheet with an unnamed cloud services provider for a fully managed, dedicated cluster of approximately 16,000 NVIDIA Blackwell-generation GPUs. The cloud provider would use the capacity to serve a sovereign-government end customer under an initial five-year, take-or-pay arrangement.

The filing gives an approximately US$2.8 billion aggregate contract value only on the assumption that the proposed contract is fully performed over that initial term. The term sheet is nonbinding except for exclusivity, dispute-resolution, and governing-law provisions, and supersedes earlier nonbinding discussions that included an approximately 8,000-GPU cluster.

The contemplated structure places hardware ownership and limited-recourse deployment financing in a special purpose vehicle formed by Vertical Data and a capital partner. Conditions include definitive agreements, financing commitments, standby letters of credit from the cloud provider, regulatory and sanctions approvals, export-control clearances, and diligence on the data-center operating partner.

The excerpt separately describes a private placement for approximately US$4.2 million in gross proceeds before fees, to be consummated in one or more closings around the filing date. It does not establish that those closings were completed or that the proposed GPU deployment was financed, and the supplied passage does not provide the placement’s dilution or conversion terms.