Hyperscale Data Announces Transaction with Yorkville

Hyperscale Data (NYSE American: GPUS) entered a Pre-Paid Advance Agreement with Yorkville for a $15,958,000 principal face amount, yielding $15,000,520 in proceeds after a 6% discount.

Rhea-AI Summary

Hyperscale Data (NYSE American: GPUS) entered a Pre-Paid Advance Agreement with Yorkville for a $15,958,000 principal face amount, yielding $15,000,520 in proceeds after a 6% discount. The advance bears 4% annual interest, maturing by December 10, 2027, and will help fund the Michigan data center campus and general corporate purposes.

Yorkville may request Class A share issuances to offset the advance at the lower of $0.2153 or 90% of the lowest 5-day VWAP, with a price floor of $0.10 per share.

Positive

• Prepaid advance provides $15,000,520 in immediate funding
• 4% annual interest rate locked through December 10, 2027
• Proceeds earmarked to develop Michigan data center campus

Negative

• 6% discount reduces cash received versus $15,958,000 face amount
• Share issuances to Yorkville may occur at a discounted market price
• Equity issuance mechanism could increase outstanding Class A share count

Argus Jun 11 session

-2.32% close to close Open Argus

Details

News Market Reaction – GPUS

On Jun 11, the day this news came out, GPUS closed 2.32% below the previous close.

Data tracked by StockTitan Argus for the Jun 11 session.

Key Figures

Pre-paid advance principal: $15,958,000 Advance commitment amount: $15,000,520 Advance discount: 6% +5 more

Pre-paid advance principal

$15,958,000

Yorkville Pre-Paid Advance Agreement Principal Face Amount

Advance commitment amount

$15,000,520

Actual cash commitment after 6% discount

Advance discount

6%

Discount applied to Principal Face Amount from Yorkville

Interest rate

4% per annum

Annual interest on Yorkville Advance through maturity

Maturity date

December 10, 2027

Date when interest and remaining principal are due

Fixed share price cap

$0.2153 per share

Maximum reference price in Yorkville share purchase formula

VWAP percentage

90% of lowest 5-day VWAP

Alternative pricing for Yorkville share purchases

Share price floor

$0.10 per share

Minimum price for shares issued under Purchase Notices

Historical Context

5 past events · Latest: Jun 10

5 events

1. Jun 10

   Tender offer results

   24h Move

   +3.6%

   Final tender offer results with 8.73M shares repurchased at $0.21.

2. Jun 09

   Tender offer update

   24h Move

   -8.1%

   Preliminary tender offer results detailing expected repurchase size and spend.

3. Jun 09

   Bitcoin treasury update

   24h Move

   -8.1%

   Disclosure of 708.9675 BTC holdings and ~$44.8M notional value.

4. Jun 02

   Bitcoin treasury update

   24h Move

   +30.6%

   Report of 704.3405 BTC valued at ~$51.8M and deployment plans.

5. Jun 01

   Treasury metals storage

   24h Move

   -7.0%

   Subsidiary arranged secure vaulting for 10,000 ounces of silver.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

pre-paid advance agreement, principal amount, volume weighted average price

3 terms

pre-paid advance agreement financial

"entered into a Pre-Paid Advance Agreement (the "Agreement") with YA II PN, Ltd."

A pre-paid advance agreement is a contract in which an investor or partner gives a company cash up front in exchange for a fixed future repayment stream or a share of future revenue, essentially pre-buying expected income. Think of it like getting paid now for a future paycheck: it boosts a company’s short-term cash but reduces future cash flow or revenue available to shareholders. Investors care because it changes liquidity, risk and the company’s ability to generate future earnings.

principal amount financial

"make an advance (the "Advance") to the Company in the principal amount of $15,958,000"

The principal amount is the original sum of money that is borrowed, lent, or invested before any interest, fees, or returns are added. It matters to investors because interest charges, scheduled repayments, and total return are calculated from that base amount — think of it as the price tag on which future costs or gains are built. Knowing the principal helps you compare deals and predict cash flows and risk.

volume weighted average price financial

"90% of the lowest daily volume weighted average price of the Company's Class A common stock"

The volume weighted average price (VWAP) is a way to measure the average price of a security, such as a stock, over a specific period, taking into account how many units were traded at each price. It’s similar to calculating the average cost of items bought when some are more frequently purchased than others. Investors use VWAP to assess whether a security is being bought or sold at a fair price during trading.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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LAS VEGAS, June 11, 2026 /PRNewswire/ -- Hyperscale Data, Inc. (NYSE American: GPUS), an artificial intelligence ("AI") data center company anchored by Bitcoin ("Hyperscale Data" or the "Company"), announced that it has entered into a Pre-Paid Advance Agreement (the "Agreement") with YA II PN, Ltd., a Cayman Islands exempt limited partnership ("Yorkville").

Pursuant to the Agreement, Yorkville will today make an advance (the "Advance") to the Company in the principal amount of $15,958,000 (the "Principal Face Amount"), subject to a discount of 6% for an actual commitment amount of $15,000,520. The Advance will bear interest at an annual rate of four percent (4%), which interest will accrue and be paid, together with any remaining Principal Face Amount, on or before December 10, 2027.

The Proceeds of this Advance will be partially used to advance the development of the Company's Michigan data center campus as well as for general corporate purposes.

At any time that there is an outstanding balance under the Advance, Yorkville may provide written notice (each, a "Purchase Notice") requesting the Company to issue and sell shares of its Class A common stock to Yorkville, which shall be offset against and reduce the amounts outstanding under the Advance, at a price per share equal to the lower of (a) $0.2153 and (b) 90% of the lowest daily volume weighted average price of the Company's Class A common stock during the five (5) consecutive trading days immediately preceding the date on which Yorkville provides the Purchase Notice to the Company, but in no event shall this price be less than $0.10 per share.

For more information on Hyperscale Data and its subsidiaries, Hyperscale Data recommends that stockholders, investors and any other interested parties read Hyperscale Data's public filings and press releases available under the Investor Relations section at hyperscaledata.com or available at www.sec.gov.

About Hyperscale Data, Inc.

Through its wholly owned subsidiary Sentinum, Inc., Hyperscale Data owns and operates a data center at which it mines digital assets and offers colocation and hosting services for the emerging AI ecosystems and other industries. Hyperscale Data's other wholly owned subsidiary, Ault Capital Group, Inc. ("ACG"), is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact.

Hyperscale Data currently expects the divestiture of ACG (the "Divestiture") to occur in the second quarter of 2027. Upon the occurrence of the Divestiture, the Company would be an owner and operator of data centers to support high-performance computing services, as well as a holder of the digital assets. Until the Divestiture occurs, the Company will continue to provide, through ACG and its wholly and majority-owned subsidiaries and strategic investments, mission-critical products that support a diverse range of industries, including an AI software platform, equipment rental services, defense/aerospace, industrial, automotive and hotel operations. In addition, ACG is actively engaged in private credit and structured finance through Ault Lending, LLC, a licensed lending subsidiary. Hyperscale Data's headquarters are located at 11411 Southern Highlands Parkway, Suite 190, Las Vegas, NV 89141.

On December 23, 2024, the Company issued one million (1,000,000) shares of a newly designated Series F Exchangeable Preferred Stock (the "Series F Preferred Stock") to all common stockholders and holders of the Series C Preferred Stock on an as-converted basis. The Divestiture will occur through the voluntary exchange of the Series F Preferred Stock for shares of Class A Common Stock and Class B Common Stock of ACG (collectively, the "ACG Shares"). The Company reminds its stockholders that only those holders of the Series F Preferred Stock who agree to surrender such shares, and do not properly withdraw such surrender, in the exchange offer through which the Divestiture will occur, will be entitled to receive the ACG Shares and consequently be shareholders of ACG upon the occurrence of the Divestiture.

Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as "believes," "plans," "anticipates," "projects," "estimates," "expects," "intends," "strategy," "future," "opportunity," "may," "will," "should," "could," "potential," or similar expressions. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties.

Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update any of them publicly in light of new information or future events. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors. More information, including potential risk factors, that could affect the Company's business and financial results are included in the Company's filings with the U.S. Securities and Exchange Commission, including, but not limited to, the Company's Forms 10-K, 10-Q and 8-K. All filings are available at www.sec.gov and on the Company's website at hyperscaledata.com.

 

View original content to download multimedia:https://www.prnewswire.com/news-releases/hyperscale-data-announces-transaction-with-yorkville-302797578.html

SOURCE Hyperscale Data Inc.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What transaction did Hyperscale Data (GPUS) announce with Yorkville on June 11, 2026?

Hyperscale Data announced a Pre-Paid Advance Agreement with Yorkville, providing a $15,958,000 principal face amount. According to Hyperscale Data, the company receives $15,000,520 in proceeds after a 6% discount, with funds supporting its Michigan data center campus and general corporate purposes.

How much funding does Hyperscale Data (GPUS) receive from the Yorkville advance?

Hyperscale Data receives $15,000,520 in proceeds from a $15,958,000 principal advance. According to Hyperscale Data, the 6% discount reflects the difference between the principal face amount and actual funding, with the advance bearing 4% annual interest until on or before December 10, 2027.

What are the key terms and interest rate of the Hyperscale Data (GPUS) Yorkville advance?

The Yorkville advance to Hyperscale Data carries a 4% annual interest rate on $15,958,000 principal. According to Hyperscale Data, interest and any remaining principal are due on or before December 10, 2027, with $15,000,520 initially received after applying a 6% discount.

How can the Hyperscale Data (GPUS) advance be repaid through share issuances to Yorkville?

Yorkville may send Purchase Notices requesting Class A shares, offsetting the outstanding advance balance. According to Hyperscale Data, shares are priced at the lower of $0.2153 or 90% of the lowest 5-day VWAP, but not below $0.10 per share.

What does the Yorkville agreement mean for Hyperscale Data (GPUS) shareholders?

The agreement gives Hyperscale Data immediate funding but allows future share issuances to Yorkville. According to Hyperscale Data, shares may be issued at formula-based prices tied to VWAP, which could increase the Class A share count as the advance is reduced.

How will Hyperscale Data (GPUS) use proceeds from the Yorkville prepaid advance?

Proceeds will partly fund development of Hyperscale Data's Michigan data center campus and general corporate purposes. According to Hyperscale Data, the $15,000,520 received from Yorkville strengthens resources for its AI data center operations anchored by Bitcoin.