SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR
13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
Hyperscale Data, Inc.
(Name of Subject Company (Issuer))
Hyperscale Data, Inc.
(Names of Filing Persons (Issuer and Offeror))
Class A Common Stock, $0.001 par value per share
(Title of Class of Securities)
09175M879
(CUSIP Number of Class of Securities)
Henry Nisser
President and General Counsel
Hyperscale Data, Inc.
11411 Southern Highlands Pkwy, Suite 190
Las Vegas, NV 89141
Telephone: (949) 444-5464
(Name, Address and Telephone Number of Person Authorized
to
Receive Notices and Communications on Behalf of Filing
Persons)
With copies to:
| |
Spencer G. Feldman, Esq.
Kenneth A. Schlesinger, Esq.
Olshan Frome Wolosky LLP
1325 Avenue of the Americas, 15th Floor
New York, New York 10019
Tel: (212) 451-2300 |
|
| ☒ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any
transactions to which the statement relates:
| ☐ | third-party tender offer subject to Rule 14d-1. |
| ☒ | issuer tender offer subject to Rule 13e-4. |
| ☐ | going-private transaction subject to Rule 13e-3. |
| ☐ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment
reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below
to designate the appropriate rule provision(s) relied upon:
| ☐ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ☐ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
Explanatory Note: On November 9, 2026 and November 10,
2026, Milton Todd Ault, the Executive Chairman of Hyperscale Data, Inc. (the “Company”), made the following posts referring
stockholders to the Company’s pre-commencement press release issued by the Company on November 6, 2026 on X under the X handle @ToddAultIII
(https://x.com/ToddAultIII).
X Post: “
”
X Post: “
”