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CORRESP
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 June 5, 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 28, 2025
File No. 333-286788

 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
28, 2025 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 and is being filed in conjunction with Amendment No. 1 to the Registration
Statement (the "Amended S-1"). For your convenience, each of the Staff's comments is set forth in italic type immediately
before the corresponding response by the Company.

 Since the Registration Statement
was filed on April 28, 2025, the trading price of the Company's Class A Common Stock, par value $0.001 per share ("Common
Stock") has significantly increased. As of May 30, 2025, the closing price of the Common Stock increased approximately 355% since
April 28, 2025. As described in greater detail in this letter, the conversion price of most of the convertible notes subject to the Registration
Statement are based on the volume and trading price of the Common Stock.

 The Company previously determined
to register up to 29,331,683 shares of Common Stock for resale pursuant to the Registration Statement, which was based on a conversion
price at the floor price for the various convertible notes described in greater detail in this letter. Given the significant increase
in the trading price of the Common Stock, the Company has determined to reduce the number of shares of Common Stock to be registered for
resale pursuant to the Amended S-1, in an effort to reflect the recent trading price of the Common Stock.

 The Company has determined
to register 3,264,155 shares of Common Stock for resale underlying a 15% Convertible Note in the principal amount of $4,909,411 (the "SJC
Convertible Note") under the Amended S-1, which the Company attempted to register under a prior registration statement on Form S-1
(File No. 333-286740). The Company believes that it is appropriate to include such shares of Common Stock in the Amended S-1 because,
as described in Factor 1 of the analysis below, a significant portion of the indebtedness was incurred in January 2025 and it has now
been over two months since the SJC Convertible Note was issued.

 June 5, 2025

 Page 2

 As a result of these changes,
the Company has reduced the aggregate number of shares of Common Stock to be registered for resale from up to 29,331,683 shares of Common
Stock to up to 10,881,178 shares of Common Stock (the "Shares").

 Registration Statement on Form S-1 filed April 28, 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;

 · 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 10,881,178 Shares upon the conversion of the Company's (i) amended and restated convertible promissory note in the
amount of $3,500,000 (the "Esousa Convertible Note"), (ii) convertible promissory note in the amount of $4,193,315 (the "Orchid
Exchange Note"), (iii) SJC Convertible Note, (iv) convertible promissory note in the amount of $1,650,000 (the "Orchid Convertible
Note"), (v) convertible promissory note in the amount of $110,000 (the "Jorico Convertible Note"), (vi) convertible
promissory note in the amount of $3,750,000 (the "Target Capital Convertible Note") and (vii) convertible promissory note
in the amount of $1,250,000 (the "Secure Net Capital Convertible Note," and together with the Esousa Convertible Note, Orchid
Exchange Note, SJC Convertible Note, Orchid Convertible Note, Jorico Convertible Note and Target Capital Convertible, collectively, the
"Convertible Notes") in the Amended S-1 is not, and should not be considered, a primary offering of the Shares to the public.

 Each of the Convertible Note
holders are independent of each other and none of the Convertible Note holders acted in concert. The Amended S-1 includes the resale of
the Shares by six selling stockholders stemming from seven separate transactions. Based on the background and analysis described in this
response, we respectfully submit that the Offering should be considered a secondary offering under Rule 415(a)(1)(i) of the Securities
Act.

 June 5, 2025

 Page 3

 Background

 Esousa Convertible Note

 On February 25, 2025, through
a bona fide private placement, the Company issued to Esousa Group Holdings, LLC ("Esousa") the Esousa Convertible Note, consisting
of (i) the amount then due under a forbearance note in the amount of $887,985, (ii) a forbearance extension fee of $311,917 and (iii)
a true-up amount of $2,300,098. The Esousa Convertible Note is convertible into shares of Common Stock at a conversion
price equal to $2.00 per share. As a result, the Company is required to issue up to an aggregate of 1,750,000 shares of
Common Stock upon conversion of the Esousa Convertible Note, plus such number of shares of Common Stock issuable upon conversion of accrued
but unpaid interest, to Esousa in connection with the conversion of the Esousa Convertible Note. On June 3, 2025, the Esousa Convertible
Note was amended to extend the maturity date from May 15, 2025 to June 30, 2025; on such date, based on a conversion price of $2.00 per
share, the Esousa Convertible Note will be convertible into 1,818,178 shares of Common Stock.

 Orchid Exchange Note

 On March 14, 2025, through
a bona fide private placement, the Company issued to Orchid Finance LLC ("Orchid") the Orchid Exchange Note in exchange for
Orchid's surrender to the Company of three outstanding notes previously issued to it by the Company. The indebtedness with respect
to the three outstanding notes were originally incurred in April and May 2024. The Orchid Exchange 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"), and (ii) the lesser of
75% of the VWAP (as defined in the Orchid Exchange Note) of the Common Stock during the five trading days immediately prior to (A) March
14, 2025 or (B) the date of conversion into shares of Common Stock. As a result, the Company is required to issue up to an aggregate of
2,015,702 shares of Common Stock upon conversion of the Orchid Exchange Note (assuming conversion at a conversion price of 75% of the
VWAP of the Common Stock during the five trading days immediately prior to March 14, 2025), plus such number of shares of Common Stock
issuable upon conversion of accrued but unpaid interest, to Orchid in connection with the conversion of the Orchid Exchange Note. The
Orchid Exchange Note matures on June 30, 2025; on such date, based on a conversion price of 75% of the VWAP of the Common Stock during
the five trading days immediately prior to March 14, 2025, the Orchid Exchange Note will be convertible into 2,062,153 shares of Common
Stock.

 SJC Convertible Note

 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
("SJC"), pursuant to which the Company issued to SJC the SJC Convertible Note in exchange for the cancellation of one term
note and three promissory notes. The SJC Convertible Note is convertible into shares of Common Stock at any time and the SJC Convertible
Note will mature on December 31, 2025. The SJC Convertible Note is convertible into shares of Common Stock at a conversion price equal
to the greater of (i) the Floor Price and (ii) the lesser of a 25% discount to the Company's lowest VWAP (as defined in the SJC
Convertible Note) on any trading day during the five 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. As a result, the Company is required to issue up to an aggregate of
2,902,573 shares of Common Stock upon conversion of the SJC Convertible Note (assuming conversion at a conversion price of a 25% discount
to the Company's lowest VWAP on any trading day during the five trading days immediately prior to March 21, 2025), plus such number
of shares of Common Stock issuable upon conversion of accrued but unpaid interest, to SJC in connection with the conversion of the SJC
Convertible Note. The SJC Convertible Note will mature on December 31, 2025; on such date, based on a conversion price of a 25% discount
to the Company's lowest VWAP on any trading day during the five trading days immediately prior to March 21, 2025, the SJC Convertible
Note will be convertible into 3,264,155 shares of Common Stock.

 June 5, 2025

 Page 4

 Orchid Convertible Note

 On April 1, 2025, through
a bona fide private placement, the Company issued to Orchid the Orchid Convertible Note in consideration for an advance previously made
to the Company in the amount of $1,500,000. The Orchid Convertible Note is convertible into shares of Common Stock at a conversion price
equal to the greater of (i) the Floor Price, and (ii) the lesser of 75% of the VWAP (as defined in the Orchid Convertible Note) of the
Common Stock during the five trading days immediately prior to (A) April 1, 2025 or (B) the date of conversion into shares of Common Stock.
As a result, the Company is required to issue up to an aggregate of 855,056 shares of Common Stock upon conversion of the Orchid Convertible
Note (assuming conversion at a conversion price of 75% of the VWAP of the Common Stock during the five trading days immediately prior
to April 1, 2025), plus such number of shares of Common Stock issuable upon conversion of accrued but unpaid interest, to Orchid in connection
with the conversion of the Orchid Convertible Note. The Orchid Convertible Note matures on September 30, 2025; on such date, based on
a conversion price of 75% of the VWAP of the Common Stock during the five trading days immediately prior to April 1, 2025, the Orchid
Convertible Note will be convertible into 920,265 shares of Common Stock.

 Jorico Convertible Note

 On April 8, 2025, through
a bona fide private placement, the Company issued to Jorico, LLC ("Jorico") the Jorico Convertible Note in consideration for
$100,000 paid to the Company. The Jorico Convertible Note is convertible into shares of Common Stock at a conversion price equal
to the greater of (i) $0.45 per share and (ii) the lesser of (A) 75% of the VWAP (as defined in the Jorico Convertible Note) of the Common
Stock during the five trading days immediately prior to April 18, 2025 or (B) 75% of the lowest daily VWAP of the Common Stock during
the five trading days immediately prior to the date of conversion into shares of Common Stock. As a result, the Company is required to
issue up to an aggregate of 58,811 shares of Common Stock upon conversion of the Jorico Convertible Note (assuming
conversion at a conversion price of 75% of the VWAP of the Common Stock during the five trading days immediately prior to April 18, 2025),
plus such number of shares of Common Stock issuable upon conversion of accrued but unpaid interest, to Jorico in connection with the conversion
of the Jorico Convertible Note. The Jorico Convertible Note matures on September 30, 2025; on such date, based on a conversion price of
75% of the VWAP of the Common Stock during the five trading days immediately prior to April 18, 2025, the Jorico Convertible Note will
be convertible into 63,123 shares of Common Stock.

 June 5, 2025

 Page 5

 Target Capital Convertible
Note

 On April 15, 2025, through
a bona fide private placement, the Company issued to Target Capital 14 LLC ("Target Capital") the Target Capital Convertible
Note in consideration for $3,000,000 paid to the Company. The Target Capital Convertible Note is convertible into shares of Common
Stock, at a conversion price equal to the greater of (i) the Floor Price and (ii) 80% of the lowest closing price of the Common Stock
during the five trading days immediately prior to the date of conversion into shares of Common Stock. As a result, the Company is required
to issue up to an aggregate of 2,064,978 shares of Common Stock upon conversion of the Target Capital Convertible Note (assuming conversion
at a conversion price of $1.816 per share, which is 80% of the lowest closing price of the Common Stock during the five trading days immediately
prior to the issuance of the Target Capital Convertible Note, and that no event of default has occurred), plus such number of shares
of Common Stock issuable upon conversion of accrued but unpaid interest, to Target Capital in connection with the conversion of the Target
Capital Convertible Note. The Target Capital Convertible Note matures on September 30, 2025; on such date, based on a conversion
price of $1.816 per share, which is 80% of the lowest closing price of the Common Stock during the five trading days immediately prior
to the issuance of the Target Capital Convertible Note, the Target Capital Convertible Note will be convertible into 2,064,978 shares
of Common Stock.

 Secure Net Capital Convertible
Note

 On April 15, 2025, through
a bona fide private placement, the Company issued to Secure Net Capital LLC ("Secure Net Capital," and together with Esousa,
Orchid, SJC, Jorico and Target Capital, collectively, the "Investors") the Secure Net Capital Convertible Note in consideration
for $1,000,000 paid to the Company. The Secure Net Capital Convertible Note is convertible into shares of Common Stock at a
conversion price equal to the greater of (i) the Floor Price and (ii) 80% of the lowest closing price of the Common Stock during
the five trading days immediately prior to the date of conversion into shares of Common Stock. As a result, the Company is required to
issue up to an aggregate of 688,326 shares of Common Stock upon conversion of the Secure Net Capital Convertible Note (assuming conversion
at a conversion price of $1.816 per share, which is 80% of the lowest closing price of the Comm