Sec Form 13D Filing - Ault & Company, Inc. filing for - 2025-06-06

Item 2(b) is hereby amended and restated to read as follows: The principal business address of A&C is 11411 Southern Highlands Parkway, Suite 190, Las Vegas, NV 89141. The principal business address of Alpha Fund is 11411 Southern Highlands Parkway, Suite 330, Las Vegas, NV 89141. The principal business address of Alpha GP is 11411 Southern Highlands Parkway, Suite 330, Las Vegas, NV 89141. The principal business address of Alpha Management is 11411 Southern Highlands Parkway, Suite 330, Las Vegas, NV 89141. The principal business address of Ault Lending is 940 South Coast Drive, Suite 200, Costa Mesa, CA 92626. The principal business address of Ault Capital is 11411 Southern Highlands Parkway, Suite 190, Las Vegas, NV 89141. The principal business address of Hyperscale is 11411 Southern Highlands Parkway, Suite 190, Las Vegas, NV 89141. The principal business addres s of Mr. Ault is c/o Hyperscale Data, Inc., 11411 Southern Highlands Parkway, Suite 190, Las Vegas, NV 89141. The principal business address of Mr. Nisser is c/o Hyperscale Data, Inc., 122 East 42nd Street, 50th Floor, Suite 5000, New York, NY 10168.

Item 2(c) is hereby amended and restated to read as follows: The principal business of A&C is investing in securities. The principal business of Alpha Fund is investing in securities. The principal business of Alpha GP is serving as the general partner of Alpha Fund. The principal business of Alpha Management is serving as the investment manager of Alpha Fund. The principal business of Ault Lending is providing commercial loans and investing in securities. The principal business of Ault Capital is being a diversified holding company. The principal business of Hyperscale is being a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact that is transitioning to becoming solely an owner and operator of data centers to support high performance computing services. The principal occupation of Mr. Ault is serving as the Executive Chairman of Hyperscale. The principal occupation of Mr. Nisser is serving as the President and General Counsel of Hyperscale.

Item 2(d) is hereby amended and restated to read as follows: No Reporting Person nor any person listed in Exhibit 1 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors)

Item 2(e) is hereby amended and restated to read as follows: No Reporting Person nor any person listed in Exhibit 1 has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 2(f) is hereby amended and restated to read as follows: A&C is organized under the laws of the State of Delaware. Alpha Fund is organized under the laws of the State of Delaware. Alpha GP is organized under the laws of the State of Delaware. Alpha Management is organized under the laws of the State of Delaware. Ault Lending is organized under the laws of the State of California. Ault Capital is organized under the laws of the State of Nevada. Hyperscale is organized under the laws of the State of Delaware. Mr. Ault is a citizen of the United States of America. Mr. Nisser is a citizen of Sweden. The citizenship of the persons listed in Exhibit 1 is set forth therein.

Item 3 is hereby amended and restated to read as follows: A&C acquired the authority to vote or dispose of, or cause or direct the voting or disposition of, 231,745 Shares beneficially owned by A&C pursuant to the terms of the Coordination Agreement (as defined below). The material terms of the Coordination Agreement are described in Item 6 of the Schedule 13D. The aggregate purchase price of the 4,000 Shares beneficially owned by A&C that were purchased directly by A&C with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases is $9,438.80, including brokerage commissions. The aggregate purchase price of the 5,000 Shares beneficially owned by Alpha Fund that were purchased directly by Alpha Fund with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases is $11,968.50, including brokerage commissions. The aggregate purchase price of the 8,725 Shares beneficially owned by Ault Lending that were purchased directly by Ault Lending with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases is $23,548.81, including brokerage commissions.

Item 5(a) is hereby amended and restated as follows: The aggregate percentage of Shares reported beneficially owned by the Reporting Person is based upon 2,312,887 Shares outstanding as of February 14, 2025, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 14, 2025. As of the date hereof, A&C beneficially owned 239,245 Shares, including 234,245 Shares subject to the Coordination Agreement and, as the majority holder of the equity interests of Hyperscale, 5,000 Shares beneficially owned by Alpha Fund. Percentage: Approximately 10.3% As of the date hereof, Alpha Fund beneficially owned 5,000 Shares. Percentage: Less than 1% As of the date hereof, Alpha GP, as the general partner of Alpha Fund, may be deemed to beneficially own the 5,000 Shares beneficially owned by Alpha Fund. Percentage: Less than 1% As of the date hereof, Alpha Management, as the investment manager of Alpha Fund, may be deemed to beneficially own the 5,000 Shares beneficially owned by Alpha Fund. Percentage: Less than 1% As of the date hereof, Ault Lending beneficially owned 8,725 Shares by virtue of the termination of the Coordination Agreement effective as of August 4, 2025 (as described in Item 6 below). Percentage: Less than 1% As of the date hereof, Ault Capital, as the majority holder of the equity interests of Alpha Management and Ault Lending, may be deemed to beneficially own the 13,725 Shares beneficially owned in the aggregate by Alpha Fund and Ault Lending. Percentage: Less than 1% As of the date hereof, Hyperscale, as the majority holder of the equity interests of Ault Capital, may be deemed to beneficially own the 13,725 Shares beneficially owned in the aggregate by Alpha Fund and Ault Lending. Percentage: Less than 1% As of the date hereof, Mr. Ault, as the Chief Executive Officer and Chairman of A&C, CEO and Chief Investment Officer of Alpha Management, Executive Chairman of Ault Capital, and the Executive Chairman of Hyperscale, may be deemed to beneficially own the 239,245 Shares beneficially owned in the aggregate by A&C, Alpha Fund and Ault Lending. Percentage: Approximately 10.3% As of the date hereof, Mr. Nisser beneficially owned 0 Shares. Percentage: 0%

Item 5(b) is hereby amended and restated as follows: A&C: 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 239,245 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 239,245 Alpha Fund: 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 5,000 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 5,000 Alpha GP: 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 5,000 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 5,000 Alpha Management: 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 5,000 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 5,000 Ault Lending: 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 8,725 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 8,725 Ault Capital: 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 13,725 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition:13,725 Hyperscale: 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 13,725 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 13,725 Mr. Ault: 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 239,245 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 239,245 Mr. Nisser: 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 0

Item 5(c) is hereby amended and restated as follows: None of the Reporting Persons have engaged in any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D except as set forth in Exhibit 2 hereto.

Item 6 is hereby amended to add the following: On June 4, 2025, A&C delivered a notice of termination to each of the Stockholders party to the Coordination Agreement, terminating the Coordination Agreement effective as of August 4, 2025. Such termination will be automatically effective on August 4, 2025, with no further action or notice required by any party. Upon the termination of the Coordination Agreement, A&C's authority to vote or dispose of, or cause or direct the voting or disposition of, the Shares owned by the Stockholders will terminate, and A&C will cease to beneficially own the Shares owned by the Stockholders. As of the date hereof, Ault Lending also beneficially owns its 8,725 Shares subject to the Coordination Agreement as the termination of the Coordination Agreement will be effective within fewer than 60 days. On June 6, 2025, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Exhibit 1 - Officers and Directors Exhibit 2 - Transactions in Securities of the Issuer since the Filing of Amendment No. 2 to the Schedule 13D Exhibit 99.1 - Joint Filing Agreement, dated June 6, 2025