Hyperscale Data Inc 美股招股说明书（2025-05-21版）

Hyperscale Data, Inc. Up to 125,000,000 shares of Class A Common Stock Issuable upon Conversion of the Series B Preferred Stock This prospectus relates to the offer and resale (the “Preferred Offering”) of up to 125,000,000 shares of Common Stock (the “PreferredConversion Shares” and with the Note Conversion Shares, the “Conversion Shares”) underlying up to 50,000 shares (excluding certain PIKDividend Shares, as such term is hereinafter defined), par value $0.001 per share (the “Series B Preferred Stock”) of our Series B ConvertiblePreferred Stock by the Selling Stockholder. The shares included in this prospectus consist of shares of our Series B Preferred Stock that we shallissue and sell to the Selling Stockholder, from time to time after the date of this prospectus, pursuant to a Securities Purchase Agreement (the“Purchase Agreement”) we entered into with the Selling Stockholder on March 31, 2025 (the “Execution Date”) pursuant to which the Selling We are not selling any shares of Common Stock being offered by this prospectus and will not receive any of the proceeds from the saleof such shares by the Selling Stockholder. However, we may receive up to $50million in aggregate gross proceeds from sales of our Series BPreferred Stock to the Selling Stockholder, in our sole and absolute discretion, that we elect to make, from time to time over theapproximately51-monthperiod commencing on the date of the Purchase Agreement, provided that this registration statement, of which this The Selling Stockholder may sell or otherwise dispose of the shares of our Common Stock included in this prospectus in a number ofdifferent ways and at varying prices. See the section titled “Plan of Distribution” for more information about how the Selling Stockholder may The Selling Stockholder is an “underwriter” within the meaning of Section2(a)(11) of the Securities Act of 1933, as amended (the“Securities Act”). There is no market for the Series B Preferred Stock, nor is one expected to ever develop. The Common Stock, however, trades on theNYSE American LLC (“NYSE American”) under the symbol “GPUS.” On May 20, 2025, the last reported sales price of the Common Stock, as The Selling Stockholder may, from time to time, sell, transfer or otherwise dispose of any or all of its shares of our Common Stock onany stock exchange, market or trading facility on which the shares are traded or in private transactions. These dispositions may be at fixed prices,at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, orat negotiated prices. See “Plan of Distribution” on page46. We are a “smaller reporting company” as defined under the federal securities laws and, as such, have elected to comply with certainreduced public company reporting requirements for this prospectus and may elect to do so in future filings. Investing in the Common Stock is highly speculative and involves a high degree of risk. You should review carefully the risks anduncertainties described in the section titled “Risk Factors”beginning on page 19of this prospectus, and under similar headings in any Neither the SEC nor any state securities commission has approved or disapproved of the Common Stock or determined if thisprospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is May 21, 2025 ABOUT THIS PROSPECTUS This prospectus is part of a Registration Statement on Form S-1 that we filed with the SEC. The Selling Stockholder may, from time totime, sell up to 125,000,000 (excluding the PIK Dividend Shares, as such term is hereinafter defined) shares of our Common Stock, as described You should rely only on the information contained in this prospectus, any supplement to this prospectus or in any free writingprospectus, filed with the SEC. Neither we nor the Selling Stockholder have authorized anyone to provide you with additional information orinformation different from that contained in this prospectus, or any applicable prospectus supplement or any free writing prospectuses preparedby us or on our behalf and filed with the SEC. We take no responsibility for, and can provide no assurance as to the reliability of, any otherinformation that others may give you. The Selling Stockholder is offering to sell our securities only in jurisdictions where offers and sales are We may also file a prospectus supplement or post-effective amendment to the registration statement of which this prospectus forms apart that may contain material information relating to these offerings. The prospectus supplement or post-effective amendment, as the case maybe, may add, update or change information contained in this prospectus with respect to such offering. If there is any inconsistency between theinformation in this prospectus and the applicable prospectus supplement or post-effective amendment, you should rely on the prospectus F