Hyperscale Data, Inc., the Las Vegas-based artificial intelligence data center company trading on NYSE American under the ticker GPUS, has entered into a Pre-Paid Advance Agreement with YA II PN, Ltd., a Cayman Islands exempt limited partnership known as Yorkville, to raise funds earmarked in part for the advancement of its Michigan data center campus.

Terms of the Agreement

Under the agreement announced on June 11, 2026, Yorkville will make an advance to Hyperscale Data carrying a principal face amount of USD 15,958,000.

After applying a discount of six percent, the actual commitment amount received by the company comes to USD 15,000,520.

The advance will accrue interest at an annual rate of four percent, with that interest and any remaining principal face amount due on or before December 10, 2027.

The company stated that proceeds from the advance will be partially directed toward developing its Michigan data center campus, with the remainder allocated to general corporate purposes.

Equity Conversion Mechanism

The agreement includes a provision allowing Yorkville to convert outstanding balances into equity. At any point when a balance remains under the advance, Yorkville may deliver a written purchase notice requesting that Hyperscale Data issue and sell shares of its Class A common stock.

Those shares would be offset against and reduce the outstanding amounts under the advance. The price per share for any such conversion would be the lower of two figures: a fixed price of USD 0.2153 per share, or 90 percent of the lowest daily volume-weighted average price of the company's Class A common stock across the five consecutive trading days immediately preceding the date Yorkville submits its purchase notice.

The agreement establishes a floor price of USD 0.10 per share, below which the conversion price cannot fall regardless of prevailing market conditions.

Michigan Campus and Data Center Strategy

Hyperscale Data operates through its wholly owned subsidiary Sentinum, Inc., which owns and runs a data center where the company mines digital assets and offers colocation and hosting services targeting the artificial intelligence ecosystem and other industries.

The Michigan data center campus represents a component of the company's broader infrastructure development efforts in high-performance computing.

The company has stated that upon completion of a planned corporate divestiture, it would be structured as an owner and operator of data centers supporting high-performance computing services, as well as a holder of digital assets.

Planned Divestiture of Ault Capital Group

Hyperscale Data currently expects to divest its other wholly owned subsidiary, Ault Capital Group, Inc., referred to internally as ACG, in the second quarter of 2027.

ACG is described by the company as a diversified holding company pursuing growth through the acquisition of undervalued businesses and disruptive technologies with a global impact.

Until that divestiture takes place, the company will continue operating through ACG and its wholly and majority-owned subsidiaries across a range of industries.

Those operations include an AI software platform, equipment rental services, defense and aerospace, industrial, automotive, and hotel operations.

ACG also conducts private credit and structured finance activity through Ault Lending, LLC, a licensed lending subsidiary.

The mechanics of the divestiture were established on December 23, 2024, when the company issued one million shares of a newly designated Series F Exchangeable Preferred Stock to all common stockholders and holders of its Series C Preferred Stock on an as-converted basis.

The divestiture is set to occur through the voluntary exchange of those Series F Preferred Stock shares for shares of Class A Common Stock and Class B Common Stock of ACG.

Hyperscale Data noted that only stockholders who agree to surrender their Series F Preferred Stock shares and do not properly withdraw that surrender through the exchange offer process, will be entitled to receive ACG shares and become shareholders of ACG upon completion of the divestiture.

Company Background

Hyperscale Data, Inc. is headquartered at 11411 Southern Highlands Parkway, Suite 190, in Las Vegas, Nevada.

The company describes itself as an artificial intelligence data center company anchored by Bitcoin. Its operational footprint spans data center infrastructure for digital asset mining, colocation and hosting services, and a diversified set of legacy business operations held under ACG that the company plans to separate from its core data center focus through the anticipated 2027 divestiture.