Hyperscale Data, Inc. (GPUS): M&A transaction — Ault Alliance increases secured note financing to $17.5M at 16%; completes Circle 8 crane assets acquisition

Hyperscale Data, Inc.

Amended SPA increased total notes to $17,511,370; funding amount $16,081,870 with $13.3M cash.
Notes bear 16% interest, mature March 16, 2023; may be extended 45 days with 10% fee.
Company issued 11.6M shares to cancel warrants; must register shares within 10 days or pay ~$120K/month damages.
Circle 8 Newco closed asset purchase of Circle 8 Crane Services for equity and up to $2.1M earnout.
Company contributed $12M to Circle 8; $11.65M used to pay down senior debt, $3M to subordinated debt.

item 1.01 item 2.01 item 2.03 item 3.02 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

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 for cash earnout payments in an aggregate maximum amount of up to $2,100,000 (closed 2022-12-19).

Action: acquisition
Counterparty: Circle 8 Crane Services LLC
Consideration: cash earnout payments in an aggregate maximum amount of up to $2,100,000
Closing: 2022-12-19

Exact text from the filing

Assets, Circle 8 Crane Services received Class D equity interests in Circle 8 Holdco and is eligible to receive cash earnout payments in an aggregate maximum amount of up to $2,100,000 based on the achievement by Circle 8 Newco of certain EBITDA targets over the three year period following the completion of the acquisition of the Acquired Assets by Circle 8

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Hyperscale Data, Inc. entered into SPA with an accredited investor (the "Initial Investor") valued at $14,700,000 (effective 2022-12-16).

Action: entry
Agreement: notes offering
Counterparty: an accredited investor (the "Initial Investor")
Value: $14,700,000
Effective: 2022-12-16

Exact text from the filing

On December 16, 2022 (the “ Closing Date ”), the Company entered into a Securities Purchase Agreement (the “ SPA ”) with an accredited investor (the “ Initial Investor ”) providing for the issuance of secured promissory notes (the “ Notes ”) with an aggregate principal face amount of $14,700,000 (the “ Financing ”).

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Hyperscale Data, Inc. amended Amendment with the Initial Investor valued at $17,511,370.10 (effective 2022-12-29).

Action: amendment
Agreement: notes offering
Counterparty: the Initial Investor
Value: $17,511,370.10
Effective: 2022-12-29

Exact text from the filing

On December 29, 2022, the Company and the Initial Investor entered into an amended and restated amendment to the SPA (the “ Amendment ”), pursuant to which the total amount of the Financing was increased to $17,511,370.10

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5 m&a transactions filed in the last 30 days. Browse all m&a transactions →

Hyperscale Data, Inc. filing history →

Source: SEC EDGAR

accession 0001214659-23-000066

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