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CORRESP
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 May 8, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission
Division of Corporation Finance

 Office of Manufacturing
100 F Street, N.E.
Washington, D.C. 20549

 Attn: Bradley Ecker and Geoffrey Kruczek

 Re:
 Hyperscale Data, Inc.

 Registration Statement on Form S-1

 Filed April 25, 2025

 File No. 333-286740

 Dear Mr. Ecker and Mr. Kruczek:

 On behalf of Hyperscale Data,
Inc. (the "Company"), this letter responds to comments provided by the staff (the "Staff") of the U.S. Securities
and Exchange Commission (the "Commission") regarding the above referenced registration statement on Form S-1 filed on April
25, 2025 filed by the Company (the "Registration Statement"). The Company respectfully submits the following responses with
respect to each comment contained in the Staff's May 5, 2025 letter. For your convenience, each of the Staff's comments is
set forth in italic type immediately before the corresponding response by the Company.

 Registration Statement on Form S-1 filed April 25, 2025

 General

 1. Given the nature of your offering, including the size of the transactions relative to the number of outstanding
shares held by non-affiliates, it appears that the transaction may be an indirect primary offering on behalf of the registrant. Please
provide us with a detailed legal analysis of your basis for determining that it is appropriate to characterize the transaction as a secondary
offering under Securities Act Rule 415(a)(1)(i). For guidance, please consider Question 612.09 of our Securities Act Rules Compliance
and Disclosure Interpretations.

 Response:

 In an effort to assist registrants
in determining whether an offering by selling stockholders should be characterized as a secondary offering that is eligible to be made
on a shelf basis under Rule 415(a)(1)(i), the Staff issued Interpretation 612.09 in its Securities Act Compliance and Disclosure Interpretations
("C&DI 612.09"). C&DI 612.09 provides that "[t]he question of whether an offering styled a secondary one is
really on behalf of the issuer is a difficult factual one, not merely a question of who receives proceeds" and that consideration
be given to the following factors:

 · how long the selling stockholders have held the shares;

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 · the circumstances under which the selling stockholders have received the shares;

 · the relationship of the selling stockholders to the issuer;

 · the number of shares being sold;

 · whether the selling stockholders are in the business of underwriting securities; and

 · whether under all the circumstances it appears that the seller is acting as a conduit for the issuer.

 For the reasons set forth
below, the Company respectfully submits that the registration and offering from time to time (the "Offering") of up to an
aggregate of 138,802,479 shares (the "Shares") of the Company's Class A Common Stock, par value $0.001 per share ("Common
Stock"), upon the conversion of the Company's 15% Convertible Note in the principal face amount of $4,909,411 (the "Convertible
Note") and conversion of the Company's Series B Convertible Preferred Stock, par value $0.001 per share (the "Series
B Preferred Stock"), in the Registration Statement is not, and should not be considered, a primary offering of the Shares to the
public. We respectfully submit that the Offering should be considered a secondary offering under Rule 415(a)(1)(i) of the Securities Act.

 Background

 On March 21, 2025, through
a bona fide private placement, the Company entered into an Exchange Agreement with SJC Lending, LLC, a Delaware limited liability company
(the "Selling Stockholder"), pursuant to which the Company issued to the Selling Stockholder the Convertible Note in exchange
for the cancellation of one term note and three promissory notes (the "Convertible Note Financing"). The Convertible Note
is convertible into shares of Common Stock at any time and the Convertible Note will mature on December 31, 2025. The Convertible Note
is convertible into shares of Common Stock at a conversion price equal to the greater of (i) $0.40 per share (the "Floor Price"),
which Floor Price shall not be adjusted for stock dividends, stock splits, stock combinations and other similar transactions, and (ii)
the lesser of a 25% discount to the Company's lowest VWAP (as defined in the Convertible Note) on any trading day during the five
(5) trading days immediately prior to (A) March 21, 2025 or (B) the date of conversion into shares of Common Stock, but not greater than
$10.00 per share (the "Maximum Price"), which Maximum Price shall be adjusted for stock dividends, stock splits, stock combinations
and other similar transactions.

 In addition, on March 31,
2025, through a bona fide private placement, the Company entered into a Securities Purchase Agreement (the "Purchase Agreement")
with the Selling Stockholder pursuant to which the Selling Stockholder has committed to purchase from the Company, at the Company's
direction, from time to time, up to an aggregate of $50 million of shares of Series B Preferred Stock (the "Committed Equity Financing"
and, together with the Convertible Note Financing, the "Financings"). The transaction set forth in the Purchase Agreement
is akin to an equity line transaction, which has become an accepted construct in practice, because the Selling Stockholder has committed
to make an investment of $50 million at the Company's direction, from time to time, over a certain period of time. The Series B
Preferred Stock is convertible into shares of Common Stock at a conversion price equal to the greater of (i) the Floor Price, which Floor
Price shall not be adjusted for stock dividends, stock splits, stock combinations and other similar transactions and (ii) 75% of the
Company's lowest VWAP (as defined in the Company's Certificate of Designations of Rights and Preferences of Series B Convertible
Preferred Stock) on any trading day during the five (5) trading days immediately prior to the date of conversion into shares of Common
Stock, but not greater than the Maximum Price, which Maximum Price shall be adjusted for stock dividends, stock splits, stock combinations
and other similar transactions.

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 The Convertible Note Financing
and the Committed Equity Financing were both exempt from the registration requirements of the Securities Act pursuant to the exemption
for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation
D of the Securities Act and in reliance on similar exemptions under applicable state laws. The Selling Stockholder represented to the
Company that it was an accredited investor within the meaning of Rule 501(a) of Regulation D and that it was acquiring the securities
for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The Convertible
Note and the Series B Preferred Stock were offered without any general solicitation by the Company or its representatives.

 Analysis of C&DI 612.09
Factors

 Factor 1: How
long the Selling Stockholder has held the Shares

 The Selling Stockholder has
held the Convertible Note for one and a half months as of the date of this letter and, as described above, the Convertible Note is convertible
into shares of Common Stock at any time. In fact, as mentioned above, the Selling Stockholder exchanged one term note that was issued
in January 2025 (for more than 50% of the face amount of the Convertible Note) and three promissory notes that were issued in March 2025
for the Convertible Note, so arguably the Selling Stockholder has held such security, and been at market risk, for a longer period of
time.

 In addition, the Selling Stockholder
entered into the Purchase Agreement over one month ago, however, the Selling Stockholder does not hold any shares of Series B Preferred
Stock as of the date of this letter because pursuant to the Purchase Agreement no shares of Series B Preferred Stock may be purchased
by the Selling Stockholder until certain conditions are satisfied, including, without limitation, (i) the effectiveness of a registration
statement covering all shares of Common Stock issuable upon conversion of the shares of Series B Preferred Stock and (ii) that the Selling
Stockholder converted all of the shares of Common Stock underlying the Convertible Note. In fact, as mentioned above, the transaction
set forth in the Purchase Agreement is akin to an equity line transaction, which has become an accepted construct in practice, because
the Company has the right to direct the Selling Stockholder to purchase shares of Series B Preferred Stock in up to 49 tranches on a monthly
basis over a 48-month period.

 Of the 138,802,479 Shares
being registered pursuant to the Registration Statement, 125,000,000 Shares may be issued to the Selling Stockholder upon conversion of
the shares of Series B Preferred Stock to be sold to the Selling Stockholder under the Purchase Agreement over a period of approximately
48 months. In this regard, we believe it is important to note that Interpretation 139.13 of the Securities Act Compliance and Disclosure
Interpretations ("C&DI 139.13") provides that the Company may register the resale of the securities prior to exercising
its put on the securities where the Company has "completed" the private transaction of all of the securities it is registering
through an equity line transaction and the investor is at market risk at the time of filing of the resale registration statement. As in
all equity line transactions, the Selling Stockholder accepted the market risk of its investment from the date of entering into the Purchase
Agreement, including market risk related to the ownership of the shares of Series B Preferred Stock that the Company may choose, in its
sole discretion, to put to the Selling Stockholder pursuant to the terms of the Purchase Agreement.

 Moreover, the Company believes
it is important to note that Compliance and Disclosure Interpretations 139.11 ("C&DI 139.11") provides that no minimum
holding period is required where the Company has "completed the private transaction of all of the securities it is registering."
The Company is not aware of any Staff guidance on Rule 415 addressing the appropriate length of time securities must be held in order
to determine whether a purported secondary offering is really a primary offering. In addition, the Company is not aware that the Staff
has taken the position that the period of time elapsing between a closing and effectiveness of a registration statement has raised concerns
about whether the offering is a valid secondary offering, and the Company believes such a position would be inconsistent with C&DI
139.11, which also allows inclusion of the securities sold after a registration statement is filed if the registration statement is not
yet effective.

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 Factor 2: The circumstances
under which the Selling Stockholder has received the Shares

 The Selling Stockholder will
obtain the Shares offered in the Registration Statement through privately negotiated transactions completed at arm's-length prior
to the filing of the Registration Statement. Although the Selling Stockholder is required by the Staff to include disclosure that it is
an "underwriter" with regard to its resales under the Registration Statement, we respectfully note that the transaction has
characteristics more closely associated with a traditional investment transaction, in this case a continuous offering similar to an equity
line, rather than with an underwritten offering. Specifically, in a typical underwriting, the underwriter and the issuer agree on a price
at which the securities will be sold to the public and the underwriter receives a portion of the proceeds of such sale as compensation
for its selling efforts and for bearing market risk. Pursuant to the Purchase Agreement, the Selling Stockholder will purchase all shares
of Series B Preferred Stock put to it by the Company. The Selling Stockholder is purchasing the shares of Series B Preferred Stock for
its own account and not with a view towards distribution. The shares of Series B Preferred Stock do not have a redemption feature, which
further increases the market risk that the Selling Stockholder bears as it relates to the Shares underlying the shares of Series B Preferred
Stock.

 Additionally, the Selling
Stockholder is prohibited from engaging in or effecting, directly or indirectly, any (i) "short sale" of the Common Stock
or (ii) hedging of the Common Stock. As such, unlike a traditional underwriter, the Selling Stockholder is taking an investment risk with
regard to the securities it acquired under the Convertible Note Financing and will acquire under the Purchase Agreement and there is no
certainty that it will receive a premium on the resale of any Shares underlying the Convertible Note or the Shares underlying the shares
of Series B Preferred Stock it acquires pursuant to the Purchase Agreement. Indeed, the Selling Stockholder is at risk that it may incur
a loss on the resale of such Shares.

 The Selling Stockholder also
made extensive representations regarding its intent, including representations that it did not intend to effect a distribution of the
securities. Also, the Company entered into a registration rights agreement with the Selling Stockholder on March 31, 2025 (the "Registration
Rights Agreement"), which provides that the Company must have an effective registration statement within 90 days following the filing
of such registration statement.

 Factor 3: The Selling
Stockholder's relationship with the Company

 The Company does not have
an underwriting relationship with the Selling Stockholder. As discussed above, the Selling Stockholder represented to the Company that
it was acquiring the Convertible Note, the shares of Series B Preferred Stock and the Shares for its own account and not with a view towards
distribution, and that it did not have any agreement or understanding, directly or indirectly, with any person to distribute the Shares.

 The control person of the
Selling Stockholder is a previous investor in the Company and other entities related to the Company. The Selling Stockholder is not a
director, executive officer or holder of 10% or more of the Common Stock and, therefore, the Selling Stockholder does not have any relationship
with the Company other than as a passive investor in the Company. Neither the Selling Stockholder nor its respective affiliates have held
any position or office or has had any material relationship with the Company within the past three years. As a result, this factor weighs
favorably in the Company's determination that the offering for resale of the Shares by the Selling Stockholder under the Registration
Statement is a secondary offering and not a primary offering.

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 The Selling Stockholder does
not have any special contractual rights as a stockholder of the Company with respect to registration other than under the Registration
Rights Agreement. The Registration Statement was filed by the Company as a result of the Registration Rights Agreement in connection with
the Financings. The registration rights granted to the Selling Stockholder under the Registration Rights Agreement are customary registration
rights and are not indicative of any present intention of the Selling Stockholder to sell or distribute the Shares, much less sell or
distribute the Shares on behalf of the Company. From the point of view of the Company, filing the Registration Statement entails incremental
legal, accounting and printing costs and filing fees with no offsetting monetary benefits to the Company, except for the proceeds from
the sale of the shares of Series B Preferred Stock pursuant to the Purchase Agreement. Absent the Selling Stockholder's contractual
registration r