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

Preferred 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 Stockholder has committed to purchase from us, at our direction, up to an aggregate of $50million of shares of Series B Preferred Stock (the“Maximum Investment”), from time to time after the date of this prospectus. See the section entitled “Committed Equity Financing” for a description of the Purchase Agreement and the section entitled “Selling Stockholder” for additional information regarding the SellingStockholder.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 thisprospectus forms a part, and any other registration statement the Company may file from time to time, covering the resale by the Selling sell or otherwise dispose of the Common Stock being offered in this prospectus.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 the at 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 certain uncertainties described in the section titled “Risk Factors”beginning on page 19of this prospectus, and under similar headings in anyamendments or supplements to this prospectus. 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. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSPROSPECTUS SUMMARYTHE OFFERING COMMITTED EQUITY FINANCINGUSE OF PROCEEDSDESCRIPTION OF THE SECURITIES BEING OFFERED PLAN OF DISTRIBUTIONINFORMATION INCORPORATED BY REFERENCEWHERE YOU CAN FIND MORE INFORMATION in this prospectus. We will not receive any proceeds from 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 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 under “Where You Can Find More Information.”For investors outside of the United States: Neither we nor the Selling Stockholder have done anything that would permit this offering orpossession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Personsoutside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, theoffering of our securities and the distribution of this prospectus outside the United States. or that the applicable owner will not assert its rights to these trademarks, tradenames and service marks to the fullest extent under applicable law.The Company does not intend its use or display of other parties’ trademarks, trade names or service marks to imply, and such use or displayshould not be construed to imply, a relationship with, or endorsement or sponsorship of the Company by, these other parties. research, or similar methodolog