Hyperscale Data Inc美股招股说明书(2025-08-29版)

HYPERSCALE DATA, INC. Shares of Common Stock We have entered into an At-the-Market Issuance Sales Agreement (the “ATM Sales Agreement”) with Wilson-Davis & Co.,Inc. (the “Sales Agent” or “Wilson-Davis”), dated August 29, 2025, relating to the sale of shares of our Class A common stock, parvalue $0.001 per share (“Class A Common Stock”), having an aggregate offering price of up to $125,000,000 from time to timethrough Wilson-Davis, acting as our sales agent or principal, at our discretion. Our Class A Common Stock is traded on the NYSE American, or the Exchange, under the symbol “GPUS.” The closing priceof our Class A Common Stock on August 28, 2025 was $0.5567 per share. Sales of our Class A Common Stock, if any, under this prospectus will be made by any method permitted that is deemed an“at the market” offering as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), including salesmade directly on or through the Exchange or any other existing trading market in the United States for our Class A Common Stock,sales made to or through a market maker other than on an exchange or otherwise, directly to Wilson-Davis as principal, in negotiatedtransactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices and/or in any othermethod permitted by law. If we and Wilson-Davis agree on any method of distribution other than sales of shares of our Class A Common Stock on orthrough the Exchange or another existing trading market in the United States at market prices, we will file a further prospectussupplement providing all information about such offering as required by Rule 424(b) under the Securities Act. Under the ATM SalesAgreement, Wilson-Davis is not required to sell any specific number or dollar amount of securities, but Wilson-Davis will act as oursales agent using commercially reasonable efforts consistent with its normal trading and sales practices. There is no arrangement forfunds to be received in any escrow, trust or similar arrangement. Wilson-Davis will be entitled to compensation at a commission rate of 3.0% of the gross sales price per share on all sales ofshares of Class A Common Stock thereafter under the ATM Sales Agreement. See “Plan of Distribution” beginning on page S-10 foradditional information regarding the compensation to be paid to Wilson-Davis. In connection with the sale of the shares of Class ACommon Stock on our behalf, Wilson-Davis will be deemed to be an “underwriter” within the meaning of the Securities Act, and thecompensation of Wilson-Davis will be deemed to be underwriting commissions or discounts. We have also agreed to provideindemnification and contribution to Wilson-Davis with respect to certain liabilities, including liabilities under the Securities Act. Investing in our Class A Common Stock involves a high degree of risk. See “Risk Factors” beginning on pageS-7of thisprospectus supplement, on page 26 of the accompanying prospectus and under similar headings in the other documents thatare incorporated by reference into this prospectus supplement and the accompanying prospectus. Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved ordisapproved of these securities, or determined if this prospectus supplement or the prospectus to which it relates is truthful orcomplete. Any representation to the contrary is a criminal offense. Wilson-Davis & Co., Inc. The date of this Prospectus Supplement is August 29, 2025 TABLE OF CONTENTS PROSPECTUS SUPPLEMENT Page About this Prospectus SupplementiiDisclosure Regarding Forward-Looking StatementsiiAbout the CompanyS-1The OfferingS-6Risk FactorsS-7Use of ProceedsS-9Plan of DistributionS-10Legal MattersS-12ExpertsS-12Where You Can Find More InformationS-12Incorporation of Documents by ReferenceS-12 PROSPECTUS Page About this ProspectusiiDisclosure Regarding Forward-Looking StatementsivProspectus Summary1Risk Factors26Use of Proceeds50The Securities We May Offer50Description of Capital Stock51Description of Debt Securities51Description of Warrants60Description of Rights62Description of Units62Plan of Distribution63Legal Matters65Experts65Incorporation of Documents by Reference65Where you can find more Information66 You should rely only on the information contained in this prospectus supplement and the accompanying prospectus.We have not authorized anyone else to provide you with additional or different information. We are offering to sell, andseeking offers to buy, our securities only in jurisdictions where offers and sales are permitted. You should not assume that theinformation in this prospectus supplement or the accompanying prospectus is accurate as of any date other than the date onthe front of those documents or that any document incorporated by reference is accurate as of any date other than its filingdate. No action is being taken in any jurisdiction outside the United States to permi