Entry into a Material Definitive Agreement · Other Events
Item 1.01 Entry into a Material Definitive Agreement. On August 27, 2026, Datacentrex, Inc. (the “Company”) entered into a Common Unit Purchase Agreement (the “Purchase Agreement”) with ELNG Equity LLC (“ELNG”), pursuant to which the Company agreed to purchase, and ELNG agreed to sell, 23,076,923 Class A Common Units of ELNG (the “Units”) for an aggregate purchase price of approximately $30,000,00…
Filed Aug 31, 2026Accepted Aug 31, 2026, 8:30 AM EDTCIK 1853825Accession 0001493152-26-040739
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Item 1.01Item 1.01 - Entry into Material Agreement
Item
1.01 Entry into a Material Definitive Agreement.
On
August 27, 2026, Datacentrex, Inc. (the “Company”) entered into a Common Unit Purchase Agreement (the “Purchase Agreement”)
with ELNG Equity LLC (“ELNG”), pursuant to which the Company agreed to purchase, and ELNG agreed to sell, 23,076,923 Class
A Common Units of ELNG (the “Units”) for an aggregate purchase price of approximately $30,000,000 (the “Purchase Price”).
The closing of the transactions contemplated by the Purchase Agreement (the “Closing”) occurred on August 28, 2026 and the
Company paid the Purchase Price. In connection with the Closing, the Company entered into a joinder agreement to ELNG’s Second
Amended and Restated Limited Liability Company Agreement (the “Operating Agreement”), which governs the Company’s rights
and obligations as a unitholder of ELNG.
The
Purchase Agreement contains customary representations, warranties and covenants of the parties, including provisions regarding the private
offering nature of the transaction. The Units have not been registered under the Securities Act of 1933, as amended (the “Securities
Act”), or under applicable state securities laws, and were issued and sold in reliance on an exemption from registration under
Section 4(a)(2) of the Securities Act. The Purchase Agreement also includes restrictions on transfer of the Units, including that any
transfer must be made in accordance with applicable law and the Operating Agreement. In addition, the Purchase Agreement contains a “most
favored nations” provision which provides that, for three months following the Closing, if ELNG issues equity interests on terms
more favorable than those provided to the Company under the Purchase Agreement, such more favorable terms will, at the Company’s
option, become a part of the Purchase Agreement. The Purchase Agreement also grants the Company a right, for 12 months following the
Closing, to participate pro rata in any subsequent debt financing by ELNG on the same terms and conditions as such financing, subject
to existing preferential rights of certain ELNG stakeholders.
The
foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of the Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
Item 8.01Item 8.01 - Other Events
Item
8.01 Other Events.
On
August 31, 2026, the Company issued a press release announcing the Closing. A copy of the press release is furnished as Exhibit 99.1
to this Current Report on Form 8-K.
Filed exhibits (1)
EX-99.1 (by filename) ex99-1.htm
EX-99.1
3
ex99-1.htm
EX-99.1
Exhibit
99.1
Datacentrex Invests $30 Million in Eagle LNG Partners, a Supplier of Fuel for the U.S. Space Launch Industry
Investment
reflects 10.5% equity interest in Operating Aerospace-Spec LNG Producer Positioned for the U.S. Space Launch Buildout
Eagle
LNG produces high-methane, aerospace-specification LNG required by the next generation of
American reusable launch vehicles
Investment
is being made concurrently with, and at the same value per unit as, a $10 million commitment
by an affiliate of The Energy & Minerals Group (“EMG”). Funds managed by
EMG are Eagle LNG’s controlling sponsor and an existing investor in the business
Salt
Lake City, UT - August 31, 2026 - Datacentrex, Inc. (“Datacentrex” or the “Company”) (Nasdaq:
DTCX) today announced that it has entered into a Common Unit Purchase Agreement and invested $30 million in ELNG Equity LLC (“ELNG”),
the equity holding company of Eagle LNG Partners LLC (“Eagle LNG”), acquiring $30 million of Class A Common Units. Eagle
LNG is a vertically integrated producer of liquefied natural gas and a qualified supplier of the aerospace-specification liquid methane
used to fuel next-g…