Hyperscale Data Announces a Special Dividend of Class B Common Stock

Rhea-AI Summary

Hyperscale Data (NYSE: GPUS) announces a special one-time dividend distribution of 5,000,000 shares of Class B Common Stock to holders of Class A Common Stock and Series C Convertible Preferred Stock. Stockholders of record as of November 29, 2024, will receive approximately 0.71 shares of Class B Common Stock for each eligible share, with payment scheduled for December 16, 2024. The Class B Common Stock carries 10x voting power compared to Class A shares and is convertible to Class A shares on a one-for-one basis. While the company plans to seek NYSE American listing for Class B shares, trading availability is not guaranteed.

Positive

• Distribution of additional shares to existing stockholders
• Enhanced voting rights (10x) for Class B shares compared to Class A
• Flexibility to convert Class B to Class A shares on a one-for-one basis

Negative

• No guaranteed public trading market for Class B shares
• Potential voting power dilution for existing Class A shareholders
• Complex share structure may affect market perception and valuation

All Class A Common and Series C Convertible Preferred Stockholders to Receive Planned Dividend

LAS VEGAS, Nov. 15, 2024 (GLOBE NEWSWIRE) -- Hyperscale Data, Inc. (NYSE American: GPUS), a diversified holding company (“Hyperscale Data,” or the “Company”), announces that it plans to issue a special one-time dividend (the “Distribution”) of 5,000,000 shares of its Class B Common Stock (the “Class B Common Stock”) to all holders of its Class A Common Stock (the “Class A Common Stock”) and the Series C Convertible Preferred Stock on an as-converted basis.

The record date for the Distribution is November 29, 2024. Stockholders who own the Company’s Class A Common Stock at the close of trading on that date will be eligible to receive the shares of Class B Common Stock. Further, the Company has set a payment date of December 16, 2024, subject to adjustment. On the record date, the Company anticipates there will be approximately 1,109,895 shares of Class A Common Stock and approximately 5,935,065 Class A Common Stock equivalents, based on the current conversion price of the Company’s Series C Convertible Preferred Stock, issued and outstanding (collectively, the “Eligible Capital Stock”), for an aggregate of approximately 7,044,960 shares of Eligible Capital Stock. Consequently, the number of shares of Class B Common Stock issuable is approximately 0.71 for each share of Eligible Capital Stock. The foregoing figures reflect the implementation of the one-for-thirty-five reserve stock split that will be effectuated on November 25, 2024.

There will be no public trading market for the Class B Common Stock by the payment date. While the Company presently intends to seek to have the Class B Common Stock listed for trading on the NYSE American within the foreseeable future, there can be no assurance when, or if, such a listing will occur. The CUSIP number of the Class B Common Stock is 09175M 606.

The Class B Common Stock is identical to the currently outstanding Class A Common Stock, with the exception that each share thereof carries ten (10) times the voting power of a share of Class A Common Stock. The Class B Common Stock is convertible at any time after the payment date into Class A Common Stock on a one-for-one basis. The Company will pay holders of the Eligible Capital Stock cash in lieu of issuing fractional shares of Class B Common Stock. The Distribution has been approved by the NYSE American.

Stockholders should refer to the Company’s official announcements or consult their financial advisors for more information about the specifics of the Distribution.

This press release is for informational purposes only and shall not constitute an offer to sell or exchange nor the solicitation of an offer to buy shares of the Company’s common stock or any other securities of the Company. The Distribution is not being made to any person in any jurisdiction in which the offer, solicitation or sale is unlawful.

For more information on Hyperscale Data and its subsidiaries, Hyperscale Data recommends that stockholders, investors, and any other interested parties read Hyperscale Data’s public filings and press releases available under the Investor Relations section at https://hyperscaledata.com/ or available at www.sec.gov.

About Hyperscale Data, Inc.
Hyperscale Data is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact. Through its wholly and majority-owned subsidiaries and strategic investments, Hyperscale Data owns and operates a data center at which it mines Bitcoin and offers colocation and hosting services for the emerging artificial intelligence ecosystems and other industries. It also provides mission-critical products that support a diverse range of industries, including a social gaming platform, equipment rental services, defense/aerospace, industrial, automotive, medical/biopharma, hotel operations and textiles. In addition, Hyperscale Data is actively engaged in private credit and structured finance through a licensed lending subsidiary. Hyperscale Data’s headquarters are located at 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141; Hyperscale Data, Inc.

Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,” or similar expressions. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties.

Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update any of them publicly in light of new information or future events. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors. More information, including potential risk factors, that could affect the Company’s business and financial results are included in the Company’s filings with the U.S. Securities and Exchange Commission, including, but not limited to, the Company’s Forms 10-K, 10-Q and 8-K. All filings are available at www.sec.gov and on the Company’s website at www.hyperscaledata.com.

Hyperscale Data Investor Contact:
IR@hyperscaledata.com or 1-888-753-2235

FAQ

What is the distribution ratio for Hyperscale Data's (GPUS) special dividend?

Shareholders will receive approximately 0.71 shares of Class B Common Stock for each share of Eligible Capital Stock held.

When is the record date for Hyperscale Data's (GPUS) Class B stock dividend?

The record date is November 29, 2024, with payment scheduled for December 16, 2024.

What are the voting rights of Hyperscale Data's (GPUS) Class B shares?

Each Class B share carries ten times the voting power of a Class A share.

Will Hyperscale Data's (GPUS) Class B shares be publicly traded?

There will be no immediate public trading market, though the company plans to seek NYSE American listing in the future.