SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number: 001-12711
NOTIFICATION OF LATE FILING
| ¨Form 10-K |
¨ Form
20-F |
¨ Form
11-K |
ý Form
10-Q |
| ¨ Form 10-D |
¨ Form N-CEN |
¨ Form N-CSR |
|
For Period Ended: March 31, 2026
| ¨ Transition
Report on Form 10-K |
|
¨ Transition
Report on Form 11-K |
| ¨ Transition
Report on Form 20-F |
|
¨ Transition
Report on Form 10-Q |
For the Transition Period Ended: _______________________________________
Nothing in this form shall
be construed to imply that the Commission has verified any information contained herein.
If the notification relates
to a portion of the filing checked above, identify the item(s) to which the notification
relates: _______________________________________
PART I
REGISTRANT INFORMATION
| Full name of registrant |
|
Hyperscale Data, Inc. |
| Address of principal executive office |
|
11411 Southern Highlands Parkway, Suite 190 |
| City, state and zip code |
|
Las Vegas, NV 89141 |
PART II
RULE 12b-25 (b) AND (c)
If the subject report could
not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25 (b), the following should
be completed. (Check box if appropriate.)
|
(a) |
The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
| |
|
|
| x |
(b) |
The subject annual report, semi-annual report, transition report on Form10-K, Form 20-F, Form11-K, Form N-CEN or Form N-CSR, or
portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before
the fifth calendar day following the prescribed due date; and |
| |
|
|
|
(c) |
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III
NARRATIVE
State below in reasonable
detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed
within the prescribed time period.
The compilation, dissemination and review of the information required
to be presented in the Form 10-Q for the fiscal quarter ended March 31, 2026 has imposed requirements that have rendered timely filing
of the Form 10-Q impracticable without undue hardship and expense to the registrant.
Part
IV
Other
Information
(1) Name and telephone number of person to contact in regard to this
notification
| Kenneth S. Cragun |
(949) |
444-5464 |
|
(Name)
|
(Area Code) |
(Telephone Number) |
(2) Have all other periodic reports required under
Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12
months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).
x Yes
¨ No
(3) Is it anticipated that any significant change
in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included
in the subject report or portion thereof?
x Yes
¨ No
If so: attach an explanation of the anticipated
change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be
made.
The Registrant’s results of operations for
the three months ended March 31, 2026 will reflect changes as compared to the corresponding period for the three months ended March 31,
2025.
The Registrant’s total revenue for the three
months ended March 31, 2026 was approximately $44 million, compared to approximately $25 million for the three months ended March 31,
2025, representing an increase of approximately $19 million, or 76%.
The increase in total revenue was primarily driven
by higher revenue from lending and trading activities and the inclusion of revenue from the reconsolidation of Gresham Worldwide, Inc.
(“Gresham”), partially offset by a decrease in revenue from the Registrant’s energy and infrastructure segment.
Revenues from the Registrant’s lending and
trading activities increased by approximately $12 million to approximately $12 million for the three months ended March 31, 2026 driven
primarily by litigation-related proceeds associated with legacy ownership interests held by Ault Lending, LLC and unrealized gains on
investments in other equity securities.
Revenue attributable to Gresham was approximately
$10 million for the three months ended March 31, 2026, with no comparable revenue in the prior year period, as Gresham was reconsolidated
upon its emergence from Chapter 11 bankruptcy proceedings in late 2025.
Revenue from the Registrant’s energy and
infrastructure segment decreased by approximately $3 million, or 21%, to $11 million, reflecting reduced demand from oil and gas customers.
Crypto asset mining revenue was approximately
$5 million for both the three months ended March 31, 2026 and 2025.
Revenue from hotel and real estate operations
was approximately $4 million for both the three months ended March 31, 2026 and 2025.
Revenue from TurnOnGreen, Inc. was approximately
$2 million for both the three months ended March 31, 2026 and 2025.
The Registrant’s net loss increased to approximately
$30 million for the three months ended March 31, 2026, compared to approximately $5 million for the three months ended March 31, 2025.
The change in net loss is primarily attributable
to:
| · | An aggregate $12 million unfavorable change in
fair value of crypto assets and crypto assets, restricted; |
| · | An increase in general and administrative expenses
of approximately $10 million, driven by the reconsolidation of Gresham in late 2025 as well as higher compensation costs, professional
fees and other operating costs; |
| · | An increase in selling and marketing expenses
of approximately $4 million, primarily related to increased promotional activity; and |
| · | The absence of certain non-recurring gains recognized
in the prior year period, including a $10 million gain on deconsolidation of subsidiary for the three months ended March 31, 2025. |
Because the Registrant has not yet finalized its
financial statements for the three months ended March 31, 2026, the foregoing amounts are preliminary and subject to change, and the Registrant
is unable to provide more detailed or finalized quantitative information at this time.
HYPERSCALE DATA, INC.
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its
behalf by the undersigned thereunto duly authorized.
| Dated: May 15,
2026 |
/s/ Kenneth S. Cragun |
| |
By: Kenneth S. Cragun |
| |
Title: Chief Financial Officer |
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