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                                                             October 17, 2024

William Horne
Chief Executive Officer
Hyperscale Data, Inc.
11411 Southern Highlands Parkway, Suite 240
Las Vegas, Nevada 89141

       Re: Hyperscale Data, Inc.
           Amendment No. 1 to Registration Statement on Form S-1
           Filed September 26, 2024
           File No. 333-281109
Dear William Horne:

       We have conducted a limited review of your registration statement and
have the
following comments.

        Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Amendment No. 1 to Registration Statement on Form S-1 filed September 26, 2024
General

1.     We note your references to "cryptocurrency," "crypto asset,"    digital
currency    and
          digital asset.    To the extent you are using these terms
interchangeably to describe
       bitcoin or a similar asset, please revise your disclosure to generally
use the term
          crypto asset.    If these terms are used to mean different things,
please revise to define
       each term on first use. In particular, to the extent you use the term
digital assets    as
       defined in your response to prior comment 1, please clarify the
definition of this term
       in the prospectus.
2.     We note your statements throughout the prospectus that suggest you may
mine,
       acquire or otherwise hold crypto assets other than Bitcoin. For example:
           On page 7 you state that you mine Bitcoin using miners to verify in
the
          blockchain in exchange for rewards and fees denominated    in the
native token of
 October 17, 2024
Page 2

          that blockchain network;
          On page 8 you state that you will    evaluate each digital asset in
[y]our portfolio,
          or that [you] propose to acquire in the future (including by mining);

          On page 11 you state that you are a participant in    a
cryptocurrency mining pool;
          On page 49 you reference in a few places the    digital assets
that you mine, own
          or otherwise acquire or hold;
          On pages 51 and 52 you reference Bitcoin or other    cryptocurrencies
   or    digital
          assets    you mine or otherwise acquire or hold; and
          On page 53 you refer to    many of [your] digital assets [that] may
in the future be
          held by digital asset exchanges.
      We also note your statements on pages 10 and 13 that you currently only
participate in
      mining pools that mine Bitcoin, and on page 8 that you do not acquire
      cryptocurrencies for investment purposes. Please reconcile these
statements and revise
      to clarify which crypto assets other than Bitcoin, if any, you hold or
acquire, plan to
      hold or acquire, or receive in exchange as rewards and fees. If your
intention is to only
      mine, acquire or hold Bitcoin, please substantially revise your
disclosure throughout
      the filing to provide Bitcoin-specific disclosure rather than disclosure
that is
      applicable to various crypto assets.
Prospectus Summary
Sentinum, Inc.
Overview, page 7

3.    Please revise your disclosure to clarify where you are in the process of
integrating
      HPC and AI into your data center design, including whether you have
started
      providing this service, and if not, the steps you would need to take to
begin providing
      this service.
Sentinum Breakeven Analysis, page 8

4.    Please revise your disclosure to clarify the cost to earn/mine one
Bitcoin. Please
      include in your disclosure the number of miners that were in operation
during the
      period of calculation, the number of Bitcoin mined during the period, and
the average
      number of days it takes to mine one Bitcoin.
5.    We note your disclosure that you believe your    integrated model with
close control
      over [y]our power sources    helps to produce Bitcoin at an attractive
cost. Please
      clarify in what way you have    close control    over your power sources.
Cryptocurrency and Cryptocurrency Mining Overview
Blockchain and Cryptocurrencies Overview, page 9

6.    We note your statement that you believe    cryptocurrencies and
associated blockchain
      technologies have potential advantages over traditional payment systems,
including:
      the tamper-resistant nature of blockchain networks; rapid-to-immediate
settlement of
      transactions; lower fees; elimination of counterparty risk; protection
from identify
      theft; broad accessibility; and a decentralized nature that enhances
network security
      by reducing the likelihood of a    single point of failure (emphasis
added).    We note
 October 17, 2024
Page 3

      similar statements on page 10. Please revise to provide balanced
disclosure about the
      security and counterparty risks associated with crypto assets and
blockchain
      technologies.
Cryptocurrency Mining and Mining Pools, page 11

7.    We note that you participate in a mining pool organized by Luxor. Please
clarify
      whether this is the only mining pool you participate in and the number of
miners that
      participate in this mining pool. In this regard, we note your disclosure
on page 8 that
      only    some    of your miners provide computing power to a Bitcoin
mining pool
      operator and that other miners    mine directly for [y]our own account.

Our Strategy
Reliable, Low-Cost, Renewable Power, page 12

8.    We note your disclosure on page 51 that you presently have access to 30
MWs of
      capacity at your Michigan Facility, which you plan to    dedicate to your
AI hyperscale
      data center operations, and 10 MWs of capacity at [y]our Montana
Facilities for
      [y]our mining operations.    Please clarify whether you will be moving
all mining
      operations to the Montana Facility, or if some of the Michigan Facility
will continue
      to house mining operations. Please disclose the total number of miners
that would be
      housed in each Facility and the number of miners you own that would not
be in
      operation once the transition is complete and specify the power load that
would be
      dedicated to mining versus HPC and AI applications at each Facility.
9.    We note your disclosure that    if    you complete the build-out of the
second site, you
         anticipate expanding the capacity at the Montana Facilities to the
extent possible,
      after determination of the completed load study, subject to additional
funding.    Please
      clarify the timeline for the build-out, how you plan to finance the
build-out, and when
      you believe you will be able to house 6,500 miners at your Montana
facilities.
Our Mining Operations, page 12

10.   We note your disclosure that    approximately 85% of the energy [you] use
is    green,
      meaning it is sourced from nuclear, wind or solar power,    and your
statements under
         Reliable, Low-Cost, Renewable Power    and    Own and Operate Our
Mining
      Facilities    above that you own and operate your miners at facilities
with access to
      renewable power sources, and you believe access to renewable power
sources should
      enable you to reduce your power costs. Please revise to clarify and
provide support as
      to why you believe the cost of power from renewable sources will be lower
than from
      fossil fuels. In addition, please specify the proportion of each
different source of
      power generation used to create the electricity you use (i.e., nuclear,
wind, and solar
      power). Disclose the material terms of your power purchase agreements,
and file them
      as exhibits to the registration statement, to the extent required,
pursuant to Item
      601(b)(10) of Regulation S-K.
11.   Please revise to describe how and the extent to which Gemini is
regulated, audited
      and insured.
12.   We note that you convert Bitcoin on a nearly daily basis to pay for
operating costs and
      purchase commitments for expansion activities at your facilities and that
you do not
 October 17, 2024
Page 4

       hold any Bitcoin for investment. Please reconcile this statement with
your disclosure
       on page 8 that you believe    cryptocurrency represents an attractive,
appreciating
       investment opportunity,    and that you have    historically held some
cryptocurrency
       assets that [you] do not otherwise sell to fund [your] operating
expenses.
Regulation, page 13

13.    We note your statement that    [m]any state legislative bodies are also
actively
       reviewing the impact of crypto mining in their respective states.
Please revise to
       describe any state legislations or regulations that are applicable, in
particular, to your
       Michigan and Montana Facilities.
RiskOn International, Inc.
BitNile.com, Inc.
Overview, page 19

14.    We note your response to prior comment 1 that items    in the BNC
metaverse are
       essentially in-game items   .[that] are designed to be used exclusively
within the BNC
       platform and do not have any external market or real-world value outside
of the
       game,    and the ownership and transfer of these items are    managed by
BNC   s internal
       systems and do not rely on decentralized blockchain ledgers like NFT   s
or crypto
       currencies do.    Please revise your disclosure in the prospectus to
reflect this
       description of your in-game items.
15.    We note your response to prior comment 1 addressing virtual goods and
items that
       exist within the BNC metaverse. Please clarify whether your response
also pertains to
       Nile Token and Nile Coins.
Risk Factors
A particular digital asset's status as a "security" in any relevant
jurisdiction, page 49

16.    We note your response to prior comment 2, and your new risk factor
disclosures that:
           The legal test for determining whether any given digital asset is a
security that
              may evolve over time;
              The SEC generally does not provide advance guidance or
confirmation on the
           status of any particular digital asset as a security;    and
              [T]he SEC   s views in this area may have evolved over time and
it is difficult to
           predict the direction or timing of any continuing evolution.
       Please revise or remove these statements in light of the fact that the
Commission has
       identified numerous crypto assets as securities, and the legal tests are
well-established
       by U.S. Supreme Court case law, and the Commission and staff have issued
reports,
       orders and statements that provide guidance on when a crypto asset may
be a security
       for purposes of the U.S. federal securities laws.
 October 17, 2024
Page 5
Our interactions with a blockchain may expose us, page 51

17.    We note that your internal policies prohibit any transactions with SDN
individuals.
       Please revise to provide a discussion of your OFAC due diligence
process.
Risks Related to Our Bitcoin Operations - Technological
The characteristics of crypto assets have been, and may in the future continue
to be, page 53

18.    Please revise to provide a discussion of the    thorough reviews [you]
conduct as part of
       [your] due diligence process    to detect illicit activities conducted
by your potential or
       existing counterparties.
Because many of our digital assets may in the future be held by digital asset
exchanges, page
54

19.    Please reconcile your statement that you    do not expect to maintain a
custodian
       agreement with any of the digital asset exchanges that may in the future
hold [your]
       digital assets    with your custody agreement with Gemini.

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Erin Donahue at 202-551-6063 or Erin Purnell at
202-551-3454 with
any questions.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of
Manufacturing
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