Hyperscale Data Inc美股招股说明书(2026-01-16版)

(To prospectus supplement dated December 19, 2025and accompanying prospectus dated December 11, 2025) HYPERSCALE DATA, INC. Shares of Common Stock This prospectus supplement amendment no. 1 (the “Amendment”) amends the prospectus supplement dated December 19,2025 (the “Original Prospectus Supplement”). This Amendment should be read in conjunction with the Original ProspectusSupplement and the accompanying prospectus dated December 11, 2025 (the “Prospectus”), each of which are to be delivered withthis Amendment, and is qualified by reference thereto, except to the extent that this Amendment contains information that is different On December 19, 2025, we entered into an At-the-Market Issuance Sales Agreement (the “ATM Sales Agreement”) withSpartan Capital Securities, LLC (“Spartan”), relating to the sale of shares of our Class A common stock, par value $0.001 per share(“Class A Common Stock”), having an aggregate offering price of up to $50,000,000 from time to time through Spartan, acting as oursales agent or principal, at our discretion. As of the date of this Amendment, we have sold an aggregate of 20,000,000 shares of Class We are filing this Amendment to the Original Prospectus Supplement as we entered into an amended and restated ATM SalesAgreement on January 16, 2026 (the “Amended ATM Sales Agreement”) to indicate that Spartan will serve as the lead sales agentpursuant to the Amended ATM Sales Agreement and to add Wilson-Davis & Co., Inc., as an additional sales agent (“WDCO,” and inconjunction with Spartan, the “Sales Agents”), relating to the sale of shares of our Class A Common Stock. As the lead sales agent andpursuant to the Amended ATM Sales Agreement, Spartan may, subject to the approval of the Company, which approval may be 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 January 16, 2026 was $0.297 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 Spartan or WDCO as principals, in If we and the Sales Agents 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 AmendedATM Sales Agreement, the Sales Agents are not required to sell any specific number or dollar amount of securities, but the Sales The Sales Agents will be entitled to compensation at a commission rate of 2.5% of the gross sales price per share on all salesof shares of Class A Common Stock under the Amended ATM Sales Agreement. See the “Plan of Distribution” for additionalinformation regarding the compensation to be paid to the Sales Agents. In connection with the sale of the shares of Class A CommonStock on our behalf, both Spartan and WDCO will be deemed to be an “underwriter” within the meaning of the Securities Act, and the Investing in our Class A Common Stock involves a high degree of risk. See “Risk Factors” beginning on pageS-8of theOriginal Prospectus Supplement, on page 27 of the Prospectus and under similar headings in the other documents that are Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved ordisapproved of these securities, or determined if this Amendment, the Original Prospectus Supplement or the Prospectus to Spartan Capital Securities, LLC The date of this Amendment is January 16, 2026 PLAN OF DISTRIBUTION We entered into the Amended ATM Sales Agreement with Spartan and WDCO under which we may issue and sell from timeto time up to $50,000,000 of our Class A Common Stock through Spartan and WDCO, acting as our sales agents. The sales of sharesof our Class A Common Stock, if any, under this Amendment and the Original Prospectus Supplement will be made at market pricesby any method deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act, including sales madedirectly on the NYSE American, on any other existing trading market for shares of our Class A Common Stock, or to or through amarket maker. If we and the Sales Agents agree on any method of distribution other than sales of shares of our Class A Common Stock Each time that we wish to issue and sell shares of our Class A Common Stock under the Amended ATM Sales Agreement, wewill provide Spartan or WDCO with a placement notice describing the amount of s