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: June 30, 2025
| ¨ 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.)
| x |
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(a) |
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The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
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(b) |
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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 |
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(c) |
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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 June
30, 2025 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 revenue was approximately
$51 million for the six months ended June 30, 2025, a decrease of 9% from the $56 million for the six months ended June 30, 2024. The
Registrant’s loss from continuing operations was approximately $17 million for the six months ended June 30, 2025, compared to approximately
$23 million for the six months ended June 30, 2024.
The Registrant had a decrease in its digital assets
mining operations of approximately $10 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024,
due primarily to the April 2024 Bitcoin halving event that occurred on the Bitcoin network. Revenue for the six months ended June 30,
2025 included revenue from lending and trading activities of approximately $2 million, compared to negative revenue of $1 million
for the six months ended June 30, 2024. Revenue for the six months ended June 30, 2025 included approximately $25 million from its majority
owned subsidiary, Circle 8 Crane Services, LLC, essentially flat from $25 million for the six months ended June 30, 2024. The Registrant
had approximately $9 million in revenue from its hotel and real estate operations for both the six months ended June 30, 2025 and 2024.
The Registrant’s operating expenses decreased
to approximately $28 million for the six months ended June 30, 2025, representing a decrease of approximately $10 million, compared to
approximately $38 million for the six months ended June 30, 2024. The decrease in operating expenses was due to an approximate $8 million
decrease in impairment of goodwill and intangible assets, an approximate $3 million decrease in general and administrative expenses, partially
offset by an approximate $1 million increase in selling and marketing expense due to higher advertising and promotion costs. The decrease
in general and administrative expenses was primarily driven by the deconsolidation of Avalanche International Corp. and Eco Pack Technologies
Limited, the completion and wind-down of Ault Disruptive Technologies Corporation following the full redemption of its public shares,
and a reduction in stock-based compensation expense.
The Registrant’s estimated net loss available
to common stockholders was approximately $27 million for the six months ended June 30, 2025, compared to approximately $33 million for
the six months ended June 30, 2024.
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: August 14, 2025 |
|
/s/ Kenneth S. Cragun |
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By: Kenneth S. Cragun |
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Title: Chief Financial Officer |
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