Hyperscale Data Inc美股招股说明书(2025-12-19版)

HYPERSCALE DATA, INC. Shares of Common Stock We have entered into an At-the-Market Issuance Sales Agreement (the “ATM Sales Agreement”) with Spartan Capital Securities, LLC (the“Sales Agent” or “Spartan”), dated December 19, 2025, relating to the sale of shares of our Class A common stock, par value $0.001 per share (“Class ACommon Stock”), having an aggregate offering price of up to $50,000,000 from time to time through Spartan, acting as our sales agent or principal, at ourdiscretion. Our Class A Common Stock is traded on the NYSE American, or the Exchange, under the symbol “GPUS.” The closing price of our Class ACommon Stock on December 18, 2025 was $0.2517 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 sales made directly on or through theExchange 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 onan exchange or otherwise, directly to Spartan as principal, in negotiated transactions at market prices prevailing at the time of sale or at prices related tosuch prevailing market prices and/or in any other method permitted by law. If we and Spartan agree on any method of distribution other than sales of shares of our Class A Common Stock on or through the Exchange oranother existing trading market in the United States at market prices, we will file a further prospectus supplement providing all information about suchoffering as required by Rule 424(b) under the Securities Act. Under the ATM Sales Agreement, Spartan is not required to sell any specific number ordollar amount of securities, but Spartan will act as our sales agent using commercially reasonable efforts consistent with its normal trading and salespractices. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. Spartan will be entitled to compensation at a commission rate of 2.5% of the gross sales price per share on all sales of shares of Class A CommonStock under the ATM Sales Agreement. See “Plan of Distribution” beginning on page S-11 for additional information regarding the compensation to bepaid to Spartan. In connection with the sale of the shares of Class A Common Stock on our behalf, Spartan will be deemed to be an “underwriter” withinthe meaning of the Securities Act, and the compensation of Spartan will be deemed to be underwriting commissions or discounts. We have also agreed toprovide indemnification and contribution to Spartan 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-8of this prospectussupplement, on page 27 of the accompanying prospectus and under similar headings in the other documents that are incorporated by referenceinto this prospectus supplement and the accompanying prospectus. Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of thesesecurities, or determined if this prospectus supplement or the prospectus to which it relates is truthful or complete. Any representation to thecontrary is a criminal offense. Spartan Capital Securities, LLC The date of this Prospectus Supplement is December 19, 2025 TABLE OF CONTENTS PROSPECTUS SUPPLEMENT About this Prospectus SupplementiiDisclosure Regarding Forward-Looking StatementsiiAbout the CompanyS-1The OfferingS-7Risk FactorsS-8Use of ProceedsS-10Plan of DistributionS-11Legal MattersS-13ExpertsS-13Where You Can Find More InformationS-13Incorporation of Documents by ReferenceS-13 Page About this ProspectusiiDisclosure Regarding Forward-Looking StatementsivProspectus Summary1Risk Factors27Use of Proceeds53The Securities We May Offer53Description of Capital Stock54Description of Debt Securities54Description of Warrants62Description of Rights64Description of Units64Plan of Distribution65Legal Matters67Experts67Information Incorporated by Reference67Where you can find more Information68 You should rely only on the information contained in this prospectus supplement and the accompanying prospectus. We have notauthorized anyone else to provide you with additional or different information. We are offering to sell, and seeking offers to buy, our securitiesonly in jurisdictions where offers and sales are permitted. You should not assume that the information in this prospectus supplement or theaccompanying prospectus is accurate as of any date other than the date on the front of those documents or that any document incorporated byreference is accurate as of any date other than its filing date. No action is being taken in any jurisdiction outside the United States to permit a public offering of our securities or possession ordistribu