---
schema_version: "secwatch.filing_event.v1"
accession: "0001214659-23-000066"
form_type: "8-K/A"
ticker: "GPUS"
cik: "0000896493"
company_name: "Hyperscale Data, Inc."
filed_at: "2023-01-03T23:59:59+00:00"
generated_at: "2026-06-20T21:13:44.336916+00:00"
event_type: "other_material"
sentiment: "negative"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# Ault Alliance increases secured note financing to $17.5M at 16%; completes Circle 8 crane assets acquisition

## Summary
- 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.

## SEC filing metadata
- accession: 0001214659-23-000066
- form_type: 8-K/A
- ticker: GPUS
- cik: 0000896493
- company_name: Hyperscale Data, Inc.
- filed_at: 2023-01-03T23:59:59+00:00
- event_type: other_material
- sentiment: negative
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01, 2.01, 2.03, 3.02, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/896493/000121465923000066/0001214659-23-000066-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/896493/000121465923000066/b132318ka1.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001214659-23-000066
- JSON: https://secwatch.observer/filing/0001214659-23-000066.json
- Plain text: https://secwatch.observer/filing/0001214659-23-000066.txt

## Key facts
- M&A Transactions
  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
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/896493/000121465923000066/0001214659-23-000066-index.htm
- Material Agreements
  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
  source text: 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 ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/896493/000121465923000066/0001214659-23-000066-index.htm
- Material Agreements
  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
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/896493/000121465923000066/0001214659-23-000066-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.