Hyperscale Data Inc 2025年度报告

FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2025 or TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to ________________Commission file number 1-12711 HYPERSCALE DATA, INC. (Exact name of registrant as specified in its charter) Delaware94-1721931(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification Number) Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d)of the Exchange Act.YesNo Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of 1934 during thepreceding year (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past90days. YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 ofthe Exchange Act. AcceleratedfilerSmallerreportingcompany LargeacceleratedfilerNon-accelerated filerEmerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its auditreport. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflectthe correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any ofthe registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).YesNo As of June 30, 2025 (the last business day of the registrant’s most recently completed second fiscal quarter), the aggregate market value of the registrant’s Class Acommon stock held by non-affiliates of the registrant was $12.1million based on the closing sale price on June 30, 2025 as reported on the NYSE American of$1.40.Shares of the registrant’s Class A common stock held by executive officers, directors or 10% beneficial owners and by each other person who may be deemedto be an affiliate of the registrant have been excluded from this computation. This calculation does not reflect a determination that certain persons are affiliates of theregistrant for any other purpose. Documents incorporated by reference:None HYPERSCALE DATA, INC. AND SUBSIDIARIES FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025 INDEX PagePART IItem 1.Business1Item 1A.Risk Factors43Item 1B.Unresolved Staff Comments106Item 1C.Cybersecurity106Item 2.Properties107Item 3.Legal Proceedings108Item 4.Mine Safety Disclosures109PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities110Item 6.[Reserved]110Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations110Item 7A.Quantitative and Qualitative Disclosures About Market Risk120Item 8.Financial Statements and Supplementary DataF-1 – F-54Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure120Item 9A.Controls and Procedures121Item 9B.Other Information123Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections123PART IIIItem 10.Directors, Executive Officers and Corporate Governance124Item 11.Executive Compensation129Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters134Item 13.Certain Relationships and Related