Hyperscale Data (GPUS) Proxy filing summary

Executive summary

• A special virtual meeting is scheduled for May 19, 2025, to seek stockholder approval for the conversion of various preferred stock and convertible notes into Class A Common Stock, as required by NYSE American Rule 713(a).

• The proposals are critical for raising capital, extinguishing debt, and regaining compliance with NYSE American listing standards following a notice of deficiency in stockholders' equity.

• The Board of Directors unanimously recommends voting in favor of all proposals to facilitate the company's financial restructuring and future operations.

Voting matters and shareholder proposals

• Seven proposals seek approval for the conversion of Series B Preferred Stock and six convertible notes (SJC Exchange Note, A&R Forbearance Note, Orchid Exchange Note, Orchid Convertible Note, Target Capital Convertible Note, Secure Net Capital Convertible Note) into Class A Common Stock.

• Each proposal requires a majority vote of eligible voting capital stock present at the meeting, with a quorum set at 35% of eligible votes.

• All proposals are considered non-routine, so brokers cannot vote uninstructed shares.

• The Board has not received notice of any other business to be conducted at the meeting.

Board of directors and corporate governance

• The proxy is solicited by the Board, with Milton C. Ault III (Executive Chairman), William B. Horne (CEO), and Henry Nisser (President/General Counsel) named as proxies.

• The Board recommends voting “FOR” all proposals and will vote accordingly unless otherwise instructed.