Hyperscale Data Inc美股招股说明书(2026-06-11版)

$15,958,000 Shares of Class A Common Stock We are offering up to $15,958,000 of shares of our class A common stock, par value $0.001 per share (the “Class A Common Stock”), by thisprospectus supplement and the accompanying prospectus, directly to YA II PN, Ltd., a Cayman Islands exempt limited partnership (“Yorkville”) inconnection with thePre-PaidAdvance Agreement that we entered into with Yorkville on June 11, 2026 (the“Pre-PaidAdvance Agreement”). Inaccordance with the terms of thePre-PaidAdvance Agreement, Yorkville shall, subject to certain conditions set forth in the Agreement, advance to us thepre-paid advance of $15,958,000 (the “Pre-PaidAdvance”), less a discount of six percent (6%) for net proceeds of $15,000,520 from Yorkville, and, atany time that there is an outstanding balance under thePre-Paid Advance, Yorkville may provide written notice (each, a “Purchase Notice”) requiringthat we issue and sell shares of our Class A Common Stock to Yorkville, which shall be offset against the amount outstanding under thePre-PaidAdvance, at a price per share equal to the lower of (a) 130% of the daily volume weighted average price (the “VWAP”) of our Class A CommonStock on the NYSE American, LLC (“NYSE”) on the last full trading day immediately prior to the date of the Pre-PaidAdvance (the “Fixed Price”) and(b) 90% of the lowest daily VWAP of our Class A Common Stock on the NYSE during the five consecutive trading days immediately preceding the dateon which Yorkville provides the Purchase Notice to us (the “Market Price”), but in no event shall the Market Price be less than $0.10 per share (the“Floor Price”). Yorkville shall, in each Purchase Notice, select the number of shares to be issued, in its sole discretion, provided that the aggregate pricefor such shares may not exceed the balance outstanding under thePre-PaidAdvance or exceed other specified limits in thePre-PaidAdvance Agreement.Interest shall accrue on the outstanding balance of eachPre-PaidAdvance at an annual rate of 4%, subject to an increase to 18% upon events of defaultdescribed in thePre-PaidAdvance Agreement. Concurrent with the entry into thePre-PaidAdvance Agreement, we requested the Pre-PaidAdvance of$15,958,000 from Yorkville under thePre-PaidAdvance Agreement, all of which remains outstanding as of the date of this prospectus supplement. In addition to our issuance of Class A Common Stock to Yorkville pursuant to thePre-PaidAdvance Agreement, this prospectus supplementalso covers the resale of those shares from time to time by Yorkville to the public. Although we have been advised by Yorkville, and Yorkville representsin thePre-PaidAdvance Agreement, that Yorkville is purchasing shares for its own account, for investment purposes in which it takes investment risk(including, without limitation, the risk of loss), and without any view or intention to distribute such shares in violation of the Securities Act of 1933, asamended (the “Securities Act”), or any other applicable securities laws, the Securities and Exchange Commission (the “SEC”) may take the position thatYorkville is deemed an “underwriter” within the meaning of Section2(a)(11) of the Securities Act and any profits on the sales of shares of our Class ACommon Stock by Yorkville and any discounts, commissions or concessions received by Yorkville are deemed to be underwriting discounts andcommissions under the Securities Act. For additional information on the methods of sale that may be used by Yorkville, see “Plan of Distribution”. 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 June 10, 2026 was $0.1721 per share.______________________________ 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.______________________________ 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-12ExpertsS-12Where You Can Find More InformationS-12Incorporation of Documents by ReferenceS-12 About this ProspectusiiDisclosure Regarding Forward-Looking StatementsivProspectus Summary1Risk Factors27Use of Proceeds53The Securities We May Offer53Description of Capital Stock54Description of Debt Securities54Description of Warrants62Description of Rights