8-K
filed December 19, 2022, 6:59 PM ET
ticker GPUS
CIK 0000896493
M&A
confidence high
sentiment neutral
materiality 0.70
Hyperscale Data, Inc. (GPUS): M&A transaction — BitNile closes $14.7M secured note and completes Circle 8 crane services acquisition
Hyperscale Data, Inc.
- Secured $14.7M note at 16% interest, matures March 16, 2023; proceeds for Circle 8 acquisition.
- Completed acquisition of Circle 8 Crane Services assets; consideration includes equity and up to $2.1M earnout.
- Company contributed $12M; third party $4M; $11.65M used to pay down Circle 8's senior debt.
- Acquired assets expected to generate >$40M annual revenue in 2023, per management.
- Issued 11.6M common shares to cancel warrants; registration required with $120K/month liquidated damages if not filed.
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
Hyperscale Data, Inc. incurred loan of $15,700,000 at 16% per annum maturing March 16, 2023.
- Instrument
- loan
- Principal
- $15,700,000
- Rate
- 16% per annum
- Maturity
- March 16, 2023
- Event
- incurrence
Exact text from the filing
The Note has a principal face amount of $15,700,000 and bears interest at 16% per annum. The maturity date of the Note is March 16, 2023
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Hyperscale Data, Inc. completed an acquisition involving Circle 8 Crane Services LLC (closed 2022-12-19).
- Action
- acquisition
- Counterparty
- Circle 8 Crane Services LLC
- Closing
- 2022-12-19
Exact text from the filing
On December 19, 2022, the transaction closed and Circle 8 Newco purchased the Acquired Assets.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Hyperscale Data, Inc. entered into Securities Purchase Agreement with an accredited investor valued at $14,700,000 principal face amount of secured promissory note (effective 2022-12-16).
- Action
- entry
- Agreement
- credit facility
- Counterparty
- an accredited investor
- Value
- $14,700,000 principal face amount of secured promissory note
- Effective
- 2022-12-16
Exact text from the filing
On December 16, 2022 (the “ Closing Date ”), BitNile Holdings, Inc., a Delaware corporation (the “ Company ”) entered into a Securities Purchase Agreement (the “ SPA ”) with an accredited investor (the “ Investor ”) providing for the issuance of a secured promissory note with an aggregate principal face amount of $14,700,000 (the “ Financing ”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Hyperscale Data, Inc. entered into Secured Promissory Note with an accredited investor valued at Principal face amount of $15,700,000, interest at 16% per annum, maturity March 16, 2023 (effective 2022-12-16).
- Action
- entry
- Agreement
- notes offering
- Counterparty
- an accredited investor
- Value
- Principal face amount of $15,700,000, interest at 16% per annum, maturity March 16, 2023
- Effective
- 2022-12-16
Exact text from the filing
The Note has a principal face amount of $15,700,000 and bears interest at 16% per annum. The maturity date of the Note is March 16, 2023, although if the Company repays at least $12 million of principal payment on or before the maturity date, the Company may extend the maturity date by forty-five (45) days by paying a fee of 10% of the outstanding balance owed as of the original maturity date.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Hyperscale Data, Inc. entered into Guaranty with Ault Lending, BitNile, Ault & Company, Inc., and Milton C. Ault valued at Guaranty of the Secured Promissory Note (effective 2022-12-16).
- Action
- entry
- Counterparty
- Ault Lending, BitNile, Ault & Company, Inc., and Milton C. Ault
- Value
- Guaranty of the Secured Promissory Note
- Effective
- 2022-12-16
Exact text from the filing
The Notes are further secured by a guaranty (the “ Guaranty ”) provided by Ault Lending, BitNile, Ault & Company, Inc. (“ A&C ”), an affiliate of the Company, as well as by Milton C. Ault, the Company’s Executive Chairman and the Chief Executive Officer of A&C.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Hyperscale Data, Inc. entered into Security Agreement with Ault Lending, LLC, BitNile, Inc., and Esousa Group Holdings, LLC (as collateral agent on behalf of the Investor) valued at Pursuant to which BitNile granted a security interest in 12,000 Bitcoin miners and Ault Lending gran (effective 2022-12-16).
- Action
- entry
- Counterparty
- Ault Lending, LLC, BitNile, Inc., and Esousa Group Holdings, LLC (as collateral agent on behalf of the Investor)
- Value
- Pursuant to which BitNile granted a security interest in 12,000 Bitcoin miners and Ault Lending gran
- Effective
- 2022-12-16
Exact text from the filing
Pursuant to the SPA, the Company, Ault Lending, BitNile, Inc. (“ BitNile ”) and Esousa Group Holdings, LLC, as the collateral agent on behalf of the Investor (the “ Agent ”) entered into a security agreement (the “ Security Agreement ”), pursuant to which (i) BitNile granted to the Investor a security interest in 12,000 Bitcoin miners and (ii) Ault Lending granted to the Investor a security interest in, among other items, substantially all of the Ault Lending’s deposit accounts, securities accounts, chattel paper, documents, equipment, general intangibles, instruments and inventory, and all proceeds therefrom (the “ Assets ”), as set forth in the Security Agreement, except for assets previously granted security interests to other parties.
View on SEC.gov
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