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

Hyperscale Data, Inc. We are a “smaller reporting company” as defined under the federal securities laws and, as such, haveelected to comply with certain reduced public company reporting requirements for this prospectus and may elect todo so in future filings.Investing in the Common Stock is highly speculative and involves a high degree of risk. You should reviewcarefully the risks and uncertainties described in the section titled “Risk Factors”beginning on page 19 of thisprospectus, and under similar headings in any amendments or supplements to this prospectus.Neither the SEC nor any state securities commission has approved or disapproved of the CommonStock or determined if this prospectus is truthful or complete. Any representation to the contrary is acriminal offense.The date of this prospectus is May 21, 2025TABLE OF CONTENTSABOUT THIS PROSPECTUSiiMARKET AND INDUSTRY DATAiiiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSivPROSPECTUS SUMMARY1THE OFFERING18RISK FACTORS19COMMITTED EQUITY FINANCING38USE OF PROCEEDS43DESCRIPTION OF THE SECURITIES BEING OFFERED44SELLING STOCKHOLDER45PLAN OF DISTRIBUTION46EXPERTS47INFORMATION INCORPORATED BY REFERENCE47WHERE YOU CAN FIND MORE INFORMATION48ABOUT THIS PROSPECTUSThis prospectus is part of a Registration Statement on Form S-1 that we filed with the SEC. The SellingStockholder may, from time to time, sell up to 125,000,000 (excluding the PIK Dividend Shares, as such term ishereinafter defined) shares of our Common Stock, as described in this prospectus. We will not receive any proceedsfrom the sale by the Selling Stockholder of the securities described in this prospectus.You should rely only on the information contained in this prospectus, any supplement to this prospectus orin any free writing prospectus, filed with the SEC. Neither we nor the Selling Stockholder have authorized anyone toprovide you with additional information or information different from that contained in this prospectus, or anyapplicable prospectus supplement or any free writing prospectuses prepared by us or on our behalf and filed with theSEC. We take no responsibility for, and can provide no assurance as to the reliability of, any other information thatothers may give you. The Selling Stockholder is offering to sell our securities only in jurisdictions where offers andsales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus,regardless of the time of delivery of this prospectus or any sale of our securities. Our business, financial condition,results of operations and prospects may have changed since that date. We may also file a prospectus supplement or post-effective amendment to the registration statement ofwhich this prospectus forms a part that may contain material information relating to these offerings. The prospectussupplement or post-effective amendment, as the case may be, may add, update or change information contained inthis prospectus with respect to such offering. If there is any inconsistency between the information in this prospectusand the applicable prospectus supplement or post-effective amendment, you should rely on the prospectussupplement or post-effective amendment, as applicable. Before purchasing any shares of our Common Stock, youshouldcarefully read this prospectus and any prospectus supplement and/or post-effective amendment,asapplicable, together with the additional information described under “Where You Can Find More Information.”For investors outside of the United States: Neither we nor the Selling Stockholder have done anything thatwould permit this offering or possession or distribution of this prospectus in any jurisdiction where action for thatpurpose is required, other than in the United States. Persons outside the United States who come into possession ofthis prospectus must inform themselves about, and observe any restrictions relating to, the offering of our securitiesand the distribution of this prospectus outside the United States.This document includes trademarks, tradenames and service marks, certain of which belong to theCompany and others that are the property of other organizations. Solely for convenience, trademarks, tradenamesand service marks referred to in this document appear without the ®, TM and SM symbols, but the absence of thosesymbols is not intended to indicate, in any way, that the Company will not assert its rights or that the applicableowner will not assert its rights to these trademarks, tradenames and service marks to the fullest extent underapplicable law. The Company does not intend its use or display of other parties’ trademarks, trade names or servicemarks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement orsponsorship of the Company by, these other parties.Unless the context indicates otherwise, references in this prospectus to the “Company,” “we,” “us,” “ourcompany” and similar terms refer to Hyperscale Data