DJ 2CRSi SA: 2CRSi publishes the conclusions of the independent expert appointed following the Grizzly Research report and provides clarifications on several previous communications
2CRSi SA
2CRSi SA: 2CRSi publishes the conclusions of the independent expert appointed following the Grizzly Research report and
provides clarifications on several previous communications
29-Oct-2026 / 21:20 CET/CEST
Dissemination of a French Regulatory News, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
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Press release
2CRSi publishes the conclusions of the independent expert appointed following the Grizzly Research report and provides
clarifications on several previous communications
Strasbourg, 29 October 2026 - 2CRSi (ISIN: FR0013341781), a designer and manufacturer of high-performance,
energy-efficient servers, publishes the main conclusions of the independent expert appointed following the report
published by Grizzly Research LLC on 18 June 2026. The independent expert finds unfounded the allegation that 2CRSi
fabricated virtually all of its revenue through undisclosed related parties. For transactions in which the customer
paid the supplier directly, the independent expert is unable to reach a conclusion.
On 26 October 2026, the Company received the draft report of the independent expert (the "Expert"), a leading financial
advisory firm tasked with examining certain allegations published on 18 June 2026 by Grizzly Research LLC. The report
was presented by the Expert to the Audit and Risk Committee on 26 October 2026. The Board of Directors took note of it
on 29 October 2026.
The Expert's work was intended to provide answers to 22 of the 34 allegations listed by the Company in its press
release of 16 July 2026. The work covered the period from 1 March 2023 to 30 June 2026 and included the accounting
records of 2CRSi's French, Canadian, US, UK and Middle East subsidiaries. The financial statements for the year ended
30 June 2026 had not been approved at the time this work was carried out. The work consisted of:
-- Analysing the sales transactions carried out with 11 customers (including the German customer), the
traceability and substantiation of the flows in light of the available documentation, and whether they were
correctly recorded in the accounts;
-- Analysing the risks related to the USD 610M framework agreement (risk of dependence on a third party,
risk of the contract not materialising, counterparty risk);
-- Analysing the risks related to interactions with NewYork GreenCloud LLC ("NYGC") and any questions
surrounding its status as a related party;
-- Conducting a business intelligence analysis of 22 third parties, including the companies linked to Dr.
Joseph Church, in order to identify potential related parties of 2CRSi, as well as any links between the Chairman
and Chief Executive Officer and these third parties;
-- Reviewing the documentation relating to four sites mentioned in the Grizzly Research report in order to
confirm or refute whether they are directly operated by 2CRSi (Fremont, Chateaugay, Rouses Point and San Jose
sites).
-- Reviewing and assessing the consistency of the geographical breakdown of 2CRSi's revenue on the basis of
the accounting records and the supporting documents.
This press release presents the Expert's main findings; the Expert shed light on, and assigned a status to, each of the
22 allegations within the scope of its work. A summary of these statuses is presented in the Appendix to this press
release.
Main conclusions of the Expert
1. Revenue analysis - the Grizzly Research report alleged in particular that 2CRSi had fabricated virtually
all of its revenue through related parties that were not disclosed.
The Expert analysed 78% of 2CRSi's consolidated revenue over the last 3 financial years.
-- It confirmed the reality of the cash receipts and the consistency of the commercial characteristics with
the invoicing for transactions estimated at EUR425M. Transport and/or customs documents also support certain physical
flows. Several transactions are backed by contractual documentation and by traceability with the suppliers and/or
the designer of key components of the servers sold. These elements may support the existence of the transactions
examined, but raise major reservations regarding documentary completeness, certain financing arrangements and the
final destination or ownership of the equipment.
-- It is unable to reach a conclusion on the transactions for which the customer paid 2CRSi's supplier
directly.
2. Contract with the German customer[1] - The Grizzly Research report alleged that the customer for the
German order was a very small entity, whereas the order was presented as already paid.
The Expert confirms that the EUR110M order ("list" price) for the resale of 194 servers corresponds to a transaction
contracted with a company incorporated under German law.
The business intelligence research conducted on this third party confirms its small size. In the absence of recently
published revenue figures, it is not possible to assess this third party's capacity to carry this order.
However, for the settlement of the order, a third-party payer took the place of the German customer. The Expert
confirms that the order was paid in full by the third-party payer before delivery, excluding transport and insurance
costs. A payment confirmation letter provides the contractual framework for this arrangement.
The Expert also noted that the resale is supported by incomplete accounting and financial documentation.
3. USD 610M contract - the Grizzly Research report alleged, among other things, that (i) the increase in
North American revenue in the 2nd half of 2025 was explained solely by the USD 610M framework agreement; (ii) the
unnamed customer of the USD 610M contracts (January 2024) and of the USD 290M order (September 2025) was NewYork
GreenCloud; (iii) the project would not start until 2027-2028 at the earliest, which would contradict a server
delivery announced for summer 2026.
The Expert confirms that, contrary to the allegations in the Grizzly Research report, this contract was not signed with
NYGC, but with another company in Dr. Joseph Church's ecosystem.
Furthermore, to date, it has not given rise to any revenue being recorded in 2CRSi's accounts since it was signed. The
project linked to this contract has in fact experienced significant delays compared with the initial timetable.
Regulatory changes at the end of 2024 and the withdrawal of various investors at the end of 2025 led to the project
being almost entirely halted. The risk of the contract not materialising remains high; nevertheless, 2CRSi's risk of
dependence on the contracting company is considered moderate. Finally, the counterparty risk could not be precisely
assessed, as the contracting company's accounts are not public. The Expert also notes that the non-activation of this
contract did not weigh on the Company's business up to 30 June 2026.
In addition, the Company clarifies the following points, which were not stated in its press release of 30 January 2024:
-- It is a framework agreement based on purchase orders, with no volume commitment.
-- The contract provides that 67% of the overall commitment, i.e. USD 408.7M over five and a half years,
would be financed by 2CRSi's financing partners, its financing subsidiary or the company itself.
-- The terms of this financing remained to be agreed. The contract was subject to prior purchases and to the
buyer's compliance with its obligations, with 2CRSi reserving the right to assess its creditworthiness.
4. Interactions and contract with NYGC (Buena Vista project) - the Grizzly Research report alleged in
particular that (i) 2CRSi and Dr Joseph Church had been working together for a long time…; (ii) the nygc.ai website
had been created and hosted by 2CRSi's IT department approximately 5 months after the announcement of the USD 610M
contract; (iii) the named customer of the USD 290M order (Sept. 2025) was NYGC; (iv) NYGC did not have the means to
honour the order.
The Expert states that Mr Alain Wilmouth has known Dr. Joseph Church since at least 2021.
The documentation made available to the Expert shows recurring collaboration between 2CRSi and Joseph Church since
December 2023. It is confirmed that 2CRSi's teams contributed to the preparation of investor materials, financial
models and NYGC's logo; NYGC's website was created and hosted by 2CRSi as part of an invoiced service.
The Expert specifies in its report that the contract signed with NYGC on 27 September 2025 is separate from the USD
610M contract concluded with another company in Joe Church's ecosystem.
The documents do not establish firm financing or the activation of the NYGC contract. No revenue related to this
contract has been recorded in 2CRSi's accounts over the three financial years analysed.
The risk of delay or non-completion appears significant, given the conditions still to be met. The documents examined
do not demonstrate that firm financing covering the price had been obtained at signing, and a delay in activation may
lead to a price revision. Full payment before delivery would limit the risk of non-payment.
The Company's ambition to achieve one billion euros in revenue in the 2026-2027 financial year does not include any
revenue under the USD 610M framework agreement; its non-performance is not such as to call that ambition into question.
In addition, the Company clarifies the following points:
Performance of the contract signed with NYGC on 27 September 2025 remains subject to an activation that has not yet
occurred. The Company's press release of 29 September 2025 announced a "first order" valued at USD 290M at "list"
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