Hyperscale Data, Inc.

We own a 617,000 square foot data center in Dowagiac, Michigan, in which we operate our crypto asset mining and high-performance computing infrastructure for Sentinum, in addition to renting commercial office and warehouse space. We also operate digital asset mining facilities in Montana, which are supported by land lease arrangements and power agreements that provide access to the underlying sites and energy infrastructure used in our mining operations.

Our TurnOnGreen segment currently leases approximately 23,800 square feet of office, engineering, laboratory and warehouse space in Milpitas, California under a lease that commenced in January 2026 and expires on January 31, 2031. Prior to entering into this lease, TurnOnGreen leased approximately 34,370 square feet of similar space in Milpitas, California under a lease that expired on January 31, 2026. Accordingly, during the year ended December 31, 2025, only the 34,370 square foot facility was under lease. The aggregate annual base rent for this lease was approximately $0.5 million during 2025, payable on a monthly basis.

Our Energy segment crane rental business leases approximately 20,902 square feet of commercial building space and a 10-acre tract of land across four locations in Robstown and Carthage, Texas, Clinton, Oklahoma, and Houston, Texas. The related leases expire at various dates through May 31, 2029. The aggregate annual base rent under these leases, payable on a monthly basis, was approximately $0.5 million during 2025.

Our Gresham segment leases an aggregate of approximately 64,288 square feet of office, engineering and manufacturing space across three locations in Karmiel, Israel, Dorset, United Kingdom, and Shelton, Connecticut. One lease in Israel previously expired and is currently operating on a month-to-month basis, another lease in Shelton, Connecticut expires on May 31, 2026, and the remaining lease in Dorset, United Kingdom expires on June 30, 2030. The aggregate annual base rent under these leases, payable on a monthly basis, was not material during 2025.

We currently anticipate that the current leased or owned space will be sufficient to support our current and foreseeable future needs.

• The lifting solutions business is dependent on the domestic oil markets’ activity, oil pricing, construction and industrial activities, and the overall economic conditions. Any downturn in these areas could adversely affect the demand for lifting solutions, leading to decreased sales and lower lifting solutions prices, which may result in a decline in Circle 8’s revenues, gross margins and operating results.
• Circle 8’s business is highly reliant on the availability of specialized skilled labor, and this dependency is particularly pronounced given the current scarcity of domestic U.S. skilled labor. This scarcity is at an all-time high, which is further compounded as labor requirements to operate in Circle 8 ‘s business becomes even more specialized.
• Circle 8’s business is, directly and indirectly, dependent on a functioning global supply chain system. The oil and steel markets are global, and many suppliers, vendors, OEM’s and parts manufacturers for Circle 8 and its clients’ industries are offshore.
• Circle 8’s reliance on a limited number of equipment manufacturers exposes Circle 8 to significant risks, as the termination or disruption of relationships with any of these manufacturers could adversely impact Circle 8’s ability to obtain equipment in a timely or adequate manner, potentially leading to operational disruptions and financial losses.
• Circle 8 faces risks related to heightened inflation, recession, financial and credit market disruptions and other economic conditions.
• The inability to forecast trends accurately may have an adverse impact on Circle 8’s business and financial condition.
• Circle 8’s revenue and operating results may fluctuate, which could result in a decline in profitability and make it more difficult to grow the business.
• Circle 8 is subject to competition, which may have a material adverse effect on its business by reducing its ability to increase or maintain revenues or profitability.
• The cost of new Circle 8 rental fleet units may increase and therefore may require a larger equity investment equipment. In some cases, it may not be possible to procure equipment on a timely basis due to supplier constraints, among other reasons.
• Circle 8’s fleet is subject to residual value risk upon disposition.
• As Circle 8’s rental fleet ages, its operating costs may increase, it may be unable to pass along such costs to customers, and earnings may decrease. The costs of new fleet units may increase, requiring Circle 8 to spend more for replacement equipment or preventing it from procuring equipment on a timely basis.
• Labor disputes could disrupt Circle 8’s ability to serve its customers and/or lead to higher labor costs.
• Climate change, climate change regulations and greenhouse effects may materially adversely impact Circle 8 operations and markets.
• Risks Related to Our Bitcoin Operations
• Our Bitcoin strategy exposes us to various risks, including risks associated with Bitcoin.
• Bitcoin is a highly volatile asset.
• Bitcoin does not pay interest or dividends.
• Our Bitcoin holdings could significantly impact our financial results and the market price of our Class A common stock.
• Our assets are increasingly concentrated in Bitcoin.
• We purchase Bitcoin primarily using proceeds from equity financings.
• Our DAT has not been tested over an extended period of time or under different market conditions.
• We are subject to counterparty risks, including in particular, risks relating to our custodians.
• The broader digital assets industry is subject to counterparty risks, which could adversely impact the adoption rate, price, and use of Bitcoin.
• Changes in the accounting treatment of our Bitcoin holdings could have significant accounting impacts, including increasing the volatility of our results.
• Our Bitcoin strategy subjects us to enhanced regulatory oversight.
• The concentration of our Bitcoin holdings enhances the risks inherent in our Bitcoin strategy.
• The emergence or growth of other digital assets, including those with significant private or public sector backing, could have a negative impact on the price of Bitcoin and adversely affect our business.
• Acceptance and/or widespread use of Bitcoin is uncertain.
• The development and acceptance of cryptographic and algorithmic protocols governing the issuance of and transactions in cryptocurrencies is subject to a variety of special economic, geopolitical and regulatory factors, which could slow the growth of the industry in general and our company as a result.
• Political or economic crises may motivate large-scale sales of cryptocurrencies, which could result in a reduction in values of cryptocurrencies such as Bitcoin and adversely affect an investment in us.
• Negative media attention and public perception surrounding energy consumption by cryptocurrency mining may adversely affect our reputation and, consequently, our stock price; particularly in the eyes of some of our investors who may be more interested in our non-crypto operations as a holding company.
• Banks and financial institutions may not provide banking services, or may cut off services, to businesses like us that engage in cryptocurrency-related activities.
• The price of cryptocurrencies may be affected by the sale of such cryptocurrencies by other vehicles investing in cryptocurrencies or tracking cryptocurrency markets. Such events could have a material adverse effect on our business, prospects or operations and potentially the value of any Bitcoin we mine.
• Risk related to technological advancements and obsolescence of current Bitcoin mining equipment.
• Our future success will depend in part upon the value of Bitcoin. The value of Bitcoin may be subject to pricing risk and has historically been subject to wide swings.
• We may be unable to raise additional capital needed to grow our data center hosting business.
• The emergence of competing blockchain platforms or technologies may harm our business as presently conducted by preventing us from realizing the anticipated profits from our investments and forcing us to expend additional capital in an effort to adapt.
• We rely on one or more third parties for depositing, storing and withdrawing the Bitcoin we receive, which could result in a loss of assets, disputes and other liabilities or risks which could adversely impact our business.
• If a malicious actor or botnet obtains control of more than 50% of the processing power on a cryptocurrency network, such actor or botnet could manipulate blockchains to adversely affect us, which would adversely affect an investment in our company and our ability to operate.
• Our reliance on a third-party mining pool service provider for our mining revenue payouts may have a negative impact on our operations such as a result of cyber-attacks against the mining pool operator and/or our limited recourse against the mining pool operator with respect to rewards paid to us.
• Bitcoin may have concentrated ownership and large sales or distributions by holders of Bitcoin assets could have an adverse effect on the market price of Bitcoin.
• We are subject to a highly evolving regulatory landscape and any adverse changes to, or our failure to comply with, any laws and regulations could adversely affect our business, prospects or operations.
• A particular digital asset’s status as a “security” in any relevant jurisdiction is subject to a high degree of uncertainty and if a regulator disagrees with our characterization of a digital asset, we may be subject to regulatory scrutiny, investigations, fines, and penalties, which may adversely affect our business, operating results and financial condition. Furthermore, a determination that Bitcoin or any other digital asset that we own or mine is a “security” may adversely affect the value of Bitcoin and our business.
• If the SEC or another regulatory body considers Bitcoin to be a security under U.S. securities laws, we may be required to comply with significant SEC registration and/or other requirements.
• Current interpretations require the regulation of Bitcoin under the CEA by the CFTC, and we may be required to register and comply with such regulations. Any disruption of our operations in response to the changed regulatory circumstances may be at a time that is disadvantageous to our investors.
• We are subject to risks associated with our need for significant electrical power. Government regulators may potentially restrict the ability of electricity suppliers to provide electricity to mining operations, such as ours.
• Our interactions with a blockchain may expose us to specially designated nationals or blocked persons or cause us to violate provisions of law that did not contemplate distributed ledger technology.
• The characteristics of crypto assets have been, and may in the future continue to be, exploited to facilitate illegal activity such as fraud, money laundering, tax evasion and ransomware scams; if any of our customers do so or are alleged to have done so, it could adversely affect us.
• Incorrect or fraudulent cryptocurrency transactions may be irreversible and it is possible that, through computer or human error, or through theft or criminal action, our cryptocurrency rewards could be transferred in incorrect amounts or to unauthorized third parties.
• Cryptocurrencies, including those maintained by or for us, may be exposed to cybersecurity threats and hacks.
• Our use of third-party mining pools exposes us to additional risks.
• Risks Related to Omnipresent
• Omnipresent intends to operate in an emerging market, which makes it difficult to evaluate its business and prospects. If markets for service robotics develop more slowly than expected, or long-term end-customer adoption rates and demand are slower than expected, Omnipresent’s operating results and growth prospects could be harmed.
• Omnipresent intends to operate in an emerging industry that is subject to rapid technological change and will experience increasing competition.
• Omnipresent’s business plans require a significant amount of capital. Future capital needs may require us to sell additional equity or debt securities that may dilute our stockholders.
• Omnipresent has no experience in operating robots. Unforeseen safety issues with its future products could result in injuries to people which would in turn result in adverse effects on Hyperscale Data’s business and reputation.
• Omnipresent intends to target customers, suppliers and production counterparties that are large corporations with substantial negotiating power, exacting product, quality and warranty standards and potentially competitive internal solutions. If Omnipresent proves unable to sell its future products to these customers or is unable to enter into agreements with customers, suppliers and production counterparties on satisfactory terms, its prospects and results of operations will be adversely affected.
• Omnipresent must successfully manage product introductions and transitions in order to become competitive.
• Omnipresent expects to rely on third party manufacturers/suppliers for the foreseeable future. This reliance on third parties increases the risk that Omnipresent will not, assuming its business develops, have sufficient quantities of its products or such quantities at an acceptable cost, which could delay, prevent or impair its anticipated development or commercialization efforts.
• Components used in Omnipresent’s future products sensors may fail as a result of manufacturing, design or other defects over which it has no control and render its anticipated devices permanently inoperable.
• Risks Related to Our Ault Blockchain Operations
• All capital that we have invested through Ault Capital in the Ault Blockchain could be lost entirely.
• We have never built or operated a public blockchain network, and we may be unable to successfully execute a venture of this technical and operational complexity.
• We may lack the internal organizational capacity and management bandwidth required to build and operate a public blockchain network while simultaneously operating our existing businesses.
• A new blockchain network has no established value without participants, and participants may not join a network that does not yet have demonstrated value, a challenge that may prove impossible to overcome.
• No secondary market for AULT Tokens may ever develop, which would make the tokens economically worthless and undermine the economic rationale for purchasing a Node License.
• The Ault Blockchain Mainnet launched in March 2026 and we have no meaningful track record from which investors can evaluate the performance or long-term prospects of this business.
• The node license program is a novel commercial structure with no established market precedent, and the market may not accept it.