Exhibit 3.2
CERTIFICATE OF AMENDMENT
TO
THE CERTIFICATE OF INCORPORATION
OF
HYPERSCALE DATA, INC.
Hyperscale Data, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”) hereby certifies that the amendment set forth below to the Corporation’s Certificate of Incorporation (as amended, the “Certificate”) was duly adopted in accordance with sections 141 and 228 of the Delaware General Corporation Law (the “DGCL”) by the board of directors (the “Board”) of the Corporation as of August 14, 2026, and approved by the holders of a majority of the outstanding shares of Class B Common Stock on August 17, 2026:
RESOLVED, that Article IV Section 2 of the Certificate is hereby amended to add the following:
(i) Reverse Stock Split. As of the effective time and date of 11:59 PM ET on Monday, August 24, 2026 (the “Effective Time”), each five (5) outstanding shares of Class B Common Stock (the “Old Common Stock”) shall be split and converted into one (1) share of Class B Common Stock (the “New Common Stock”). This reverse stock split (the “Reverse Split”) of the outstanding shares of Class B Common Stock shall not affect the total number of shares of capital stock, including the Class B Common Stock, that the Company is authorized to issue, which shall remain as set forth under the heading “Authorized Shares” of this Article IV.
The Reverse Split shall occur without any further action on the part of the Corporation or the holders of shares of New Common Stock and whether or not certificates representing such holders’ shares prior to the Reverse Split are surrendered for cancellation. No fractional interest in a share of New Common Stock shall be deliverable upon the Reverse Split. Holders who would otherwise hold fractional shares of New Common Stock will be entitled to have their fractional share rounded up to the nearest whole share. All references to “Common Stock” in these Articles shall be to the New Common Stock.
The Reverse Split will be effectuated on a stockholder-by-stockholder (as opposed to certificate-by-certificate) basis. Certificates dated as of a date prior to the Effective Time representing outstanding shares of Old Common Stock shall, after the Effective Time, represent a number of shares equal to the same number of shares of New Common Stock as is reflected on the face of such certificates, divided by three hundred (subject to the treatment of fractional shares described above). The Corporation shall not be obligated to issue new certificates evidencing the shares of New Common Stock outstanding as a result of the Reverse Split unless and until the certificates evidencing the shares held by a holder prior to the Reverse Split are either delivered to the Corporation or its transfer agent, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates.
RESOLVED, that the language under Article IV Section 1, 3 and 4 shall not be amended in any way;
RESOLVED, that the foregoing amendment has been duly adopted in accordance with the provisions of Section 242(d)(2) of the DGCL by the vote of a majority of the shares of Class B Common Stock present in person or by proxy and entitled to vote thereon.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer as of August 19, 2026.
| By: | /s/ Henry Nisser | |
| Henry Nisser | ||
| President |