Exhibit (a)(1)(E)
OFFER TO PURCHASE FOR CASH BY
Hyperscale Data, Inc.
OF UP TO 23,809,523 SHARES OF ITS CLASS A COMMON STOCK, AT A PURCHASE PRICE OF $0.21 PER SHARE
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE MINUTE AFTER 11:59 P.M., NEW YORK CITY TIME, ON MONDAY, JUNE 8, 2026
UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION TIME”) OR TERMINATED.
To Our Clients:
Enclosed for your consideration are the Offer to Purchase, dated May 26, 2026 (the “Offer to Purchase”), and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”), in connection with the offer by Hyperscale Data, Inc., a Delaware corporation (the “Company”), to purchase for cash up to an aggregate of 23,809,523 shares of its Class A common stock, $0.001 par value per share (the “shares” or the “Class A common stock”), for an aggregate purchase price of up to $5 million, at a purchase price of $0.21 per share, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions of the Offer. Capitalized terms used herein without definition have the meanings set forth in the Offer to Purchase.
Only shares validly tendered and not properly withdrawn at or prior to the Expiration Time will be eligible for purchase in the Offer. Due to the proration provisions described in this Offer to Purchase, all of the shares tendered may not be purchased if more than 23,809,523 shares are properly tendered and not properly withdrawn at or prior to the Expiration Time.
The Company will purchase only those shares properly tendered and not properly withdrawn upon the terms and conditions of the Offer. All shares accepted for payment will be paid promptly after the Expiration Time, net to the seller in cash, less any applicable withholding taxes and without interest. If the Offer is fully subscribed, the Company will purchase 23,809,523 shares pursuant to the Offer, which would represent approximately 5.1% of the outstanding shares as of May 15, 2026.
Shares not purchased in the Offer will be returned at the Company’s expense promptly following the expiration of the Offer. See Section 3 of the Offer to Purchase. The Company expressly reserves the right, in its sole discretion, to change the per share purchase price and to increase or decrease the aggregate value of shares sought in the Offer or otherwise amend the Offer, subject to applicable law. See Sections 1 and 14 of the Offer to Purchase. In accordance with the rules of the U.S. Securities and Exchange Commission, the Company may purchase in the Offer up to an additional 2% of its outstanding shares without amending or extending the Offer.
If the conditions of the Offer have been satisfied or waived and more than 23,809,523 shares (or such greater number of shares as the Company may elect to purchase, subject to applicable law) have been properly tendered and not properly withdrawn at or prior to the Expiration Time, the Company will purchase shares from all holders who properly tender shares and do not properly withdraw them, on a pro rata basis.
Because of the proration tender provisions described above, the Company may not purchase all of the shares that you tender. See Sections 1 and 3 of the Offer to Purchase.
We are the owner of record of shares held for your account. As such, we are the only ones who can tender your shares, and then only pursuant to your instructions. We are sending you the Letter of Transmittal for your information only; you cannot use it to tender shares we hold for your account.
Please instruct us as to whether you wish us to tender any or all of the shares we hold for your account on the terms and subject to the conditions of the Offer.
Please note the following:
1. The Offer is not conditioned on any minimum number of shares being tendered and is not subject to a financing condition. The Offer is, however, subject to certain other conditions described in Section 6 of the Offer to Purchase.
2. The Offer, withdrawal rights and proration period will expire at one minute after 11:59 p.m., New York City time, on Monday, June 8, 2026, unless the Company extends the Offer.
3. The Offer is for up to 23,809,523 shares, unless the Offer is undersubscribed. If the Offer is fully subscribed, the Company would repurchase a maximum of 23,809,523 shares, which represents approximately 5.1% of the Company’s outstanding shares as of May 15, 2026.
4. Tendering stockholders who are registered stockholders or who tender their shares directly to Computershare Trust Company, N.A. will not be obligated to pay any brokerage commissions or fees to the Company, solicitation fees, or, except as set forth in the Offer to Purchase and the Letter of Transmittal, stock transfer taxes on the Company’s purchase of shares under the Offer.
If you wish to have us tender any or all of your shares, please so instruct us by completing, executing, detaching and returning to us the attached Instruction Form. If you authorize us to tender your shares, we will tender all your shares unless you specify otherwise on the attached Instruction Form.
Your prompt action is requested. Your Instruction Form should be forwarded to us in ample time to permit us to submit a tender on your behalf before the Expiration Time of the Offer. Please note that the Offer, proration period and withdrawal rights will expire at one minute after 11:59 p.m., New York City time, on Monday, June 8, 2026, unless the Offer is extended.
The Offer is being made solely under the Offer to Purchase and the related Letter of Transmittal and is being made to all record holders of shares of the Company. The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of shares residing in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.
The Company’s Board of Directors has approved the Offer. However, neither the Company nor any member of its Board of Directors, Georgeson LLC, the Information Agent, nor Computershare Trust Company, N.A., the Depositary, makes any recommendation to stockholders as to whether they should tender or refrain from tendering their shares in the Offer. Stockholders must make their own decision as to whether to tender their shares and, if so, how many shares to tender. In doing so, stockholders should read carefully the information in the Offer to Purchase and in the related Letter of Transmittal, including the Company’s reasons for making the Offer. See Sections 2 and 10 of the Offer to Purchase. Stockholders should discuss whether to tender their shares with their broker or other financial or tax advisor.
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INSTRUCTION FORM WITH RESPECT TO
OFFER TO PURCHASE FOR CASH BY
HYPERSCALE DATA, INC.
OF
UP TO 23,809,523 SHARES OF CLASS A COMMON STOCK, AT A PURCHASE PRICE OF $0.21 PER SHARE
The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase, dated May 26, 2026 (the “Offer to Purchase”), and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”), in connection with the offer by Hyperscale Data, Inc., a Delaware corporation (the “Company”), to purchase for cash up to an aggregate of 23,809,523 shares of its Class A common stock, $0.001 par value per share (the “shares”), for an aggregate purchase price of up to $5 million, at a purchase price of $0.21 per share, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions of the Offer. Capitalized terms used herein without definition have the meanings set forth in the Offer to Purchase.
The undersigned hereby instruct(s) you to tender to the Company the number of shares indicated below or, if no number is indicated, all shares you hold for the account of the undersigned, on the terms and subject to the conditions of the Offer.
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Number of shares to be tendered by you for the account of the undersigned:            shares*
* Unless otherwise indicated, it will be assumed that all shares held by us for your account are to be tendered.
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The method of delivery of this document is at the election and risk of the tendering stockholder. If delivery is by mail, then registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.
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