Bitzero to Prepay US$22,375,000 Secured Loan

Bitzero Holdings Inc., a provider of sustainable high-performance compute and AI data center infrastructure, has delivered notice under its existing senior secured loan facility of its intention to prepay all outstanding obligations.

Rhea-AI Filing Summary

Bitzero Holdings Inc., a provider of sustainable high-performance compute and AI data center infrastructure, has delivered notice under its existing senior secured loan facility of its intention to prepay all outstanding obligations. The prepayment is expected to occur on or about August 6, 2026, after the required five-business-day notice period.

The company plans to use a portion of the net proceeds from its recently completed approximately US$25 million private placement financing, which closed on July 30, 2026, to fund the prepayment. The final payoff will include US$22,375,000 in principal plus accrued interest and other amounts. After repayment, Bitzero expects the loan to be fully satisfied, related liens and security interests on its assets to be released, and its balance sheet to be significantly strengthened, leaving the business substantially free of material debt as it pursues its data center growth strategy.

Positive

• Prepayment of US$22,375,000 senior secured loan using private placement proceeds is expected to remove most material debt and strengthen Bitzero’s balance sheet.
• Approximately US$25 million private placement with U.S. institutional investors enhances Bitzero’s capital base and financial flexibility to expand its infrastructure asset portfolio.

Negative

• None.

Filing Explained

The company has delivered the required notice, but the filing places repayment of the loan and release of its liens in the future: completion remains expected, not reported, and depends on available financing, final payoff calculations, and lender payoff and release documentation.

Key Figures

Loan principal to be prepaid: US$22,375,000 Private placement size: approximately US$25 million Notice period before prepayment: five-business-day +1 more

4 metrics

Loan principal to be prepaid US$22,375,000 Outstanding principal under senior secured loan expected to be repaid on or about August 6, 2026

Private placement size approximately US$25 million Recently completed private placement financing whose proceeds are expected to fund the loan prepayment

Notice period before prepayment five-business-day Required notice period under the Loan prior to completing the prepayment

Data center locations owned four Number of data center locations owned in North American and Nordic regions

Key Terms

senior secured loan facility, private placement financing, liens and security interests, forward-looking information

4 terms

senior secured loan facility financial

"existing senior secured loan facility with a syndicate of lenders"

A senior secured loan facility is a large, often syndicated, loan a company takes that is backed by specific collateral and given first priority for repayment if the company runs into trouble. Think of it like a mortgage on a house where the mortgage lender gets paid before others and can seize the pledged assets; investors care because these loans carry lower risk and influence a company’s borrowing cost, credit stability, and the safety of other creditors or shareholders.

private placement financing financial

"net proceeds of its recently completed approximately US$25 million private placement financing"

Private placement financing is when a company raises money by selling stocks, bonds or other securities directly to a small group of chosen investors instead of offering them on the public market. For investors it matters because these deals can change ownership stakes, bring fresh cash for growth or debt reduction, and affect how easy it is to buy or sell those securities later—think of it like inviting a few private backers into a business rather than opening the door to the whole neighborhood.

liens and security interests financial

"all related liens and security interests against the Company's assets released"

forward-looking information regulatory

"This news release contains "forward-looking information" and "forward-looking statements""

Forward-looking information are predictions, plans, estimates or expectations about a company’s future performance, results or events, such as sales forecasts, project timelines, or anticipated costs. It matters to investors because these statements guide expectations but rely on assumptions and uncertain factors—like a weather forecast for a business—so investors should treat them as informed guesses rather than guarantees and consider the risks and possible changes behind the numbers.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is Bitzero Holdings (AIBZ) planning to do with its senior secured loan?

Bitzero Holdings Inc. intends to prepay all outstanding obligations under its senior secured loan facility. The payoff is expected to include US$22,375,000 in principal plus accrued interest and other amounts, leaving the facility fully repaid once completed.

How will Bitzero Holdings (AIBZ) fund the loan prepayment?

The company expects to use a portion of the net proceeds from its recently completed approximately US$25 million private placement financing. These funds will be applied to prepay the senior secured loan after the required notice period expires.

When does Bitzero Holdings (AIBZ) expect to complete the loan prepayment?

Bitzero expects to complete the loan prepayment on or about August 6, 2026. This timing follows the expiry of the applicable five-business-day notice period required under the terms of its existing senior secured loan facility.

What financial impact does the planned prepayment have on Bitzero Holdings (AIBZ)?

Upon completion, Bitzero expects the loan to be repaid in full, with all related liens and security interests released. The company anticipates this will significantly strengthen its balance sheet and leave the business substantially free of material debt.

Who participated in Bitzero Holdings’ (AIBZ) recent private placement?

The approximately US$25 million private placement financing was comprised entirely of U.S. institutional investors. Bitzero views this as an important milestone in the continued institutionalization of its capital base and a support for its infrastructure growth plans.

What business operations does Bitzero Holdings (AIBZ) focus on?

Bitzero focuses on IT energy infrastructure and high-efficiency power for data centers. It emphasizes data center development, high-performance compute (HPC), and hosting partnerships, and owns four data center locations in North American and Nordic regions, with Nordic assets powered by clean, low-carbon energy.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/31/2026 - 07:03 AM Accepted by SEC EDGAR 07/31/2026 - 07:03 AM Learn about SEC filing dates

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of July 2026

Commission File Number: 001-43300

BITZERO HOLDINGS INC.
(Translation of registrant's name into English)

1100 One Bentall Centre
505 Burrard Street, Suite 1100
Vancouver, British Columbia, V7X 1M5 Canada
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☐      Form 40-F ☒

SUBMITTED HEREWITH

Exhibit		Description
99.1		News Release dated July 31, 2026 - Bitzero Announces Notice of Intention to Prepay Loan

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	BITZERO HOLDINGS INC.
	(Registrant)
Date: July 31, 2026	By:	/s/ Mohammed Bakhashwain
		Mohammed Bakhashwain
	Title:	Chief Executive Officer

FOR IMMEDIATE RELEASE

Bitzero Announces Notice of Intention to Prepay Loan

Company expects to use a portion of financing proceeds to prepay existing secured indebtedness following
five-business-day notice period

VANCOUVER, BC - July 31, 2026 // Bitzero Holdings Inc. (Nasdaq: AIBZ) (CSE: AIBZ.U) (FSE: 000) ("Bitzero" or the "Company"), a provider of sustainable high-performance compute ("HPC") and AI data center infrastructure, announces that it has delivered the required notice under the Company's existing senior secured loan facility with a syndicate of lenders (the "Loan") of the Company's intention to prepay the outstanding obligations under the Loan.

The Company expects to complete the prepayment on or about August 6, 2026, following expiry of the applicable five-business-day notice period under the Loan. The Company expects to use a portion of the net proceeds of its recently completed approximately US$25 million private placement financing, which closed on July 30, 2026, to fund the prepayment.

The final amount payable under the Loan will include US$22,375,000 in outstanding principal, plus accrued and unpaid interest, and any other amounts payable under the Loan as of the prepayment date.

Upon completion of the prepayment, the Company expects the Loan to be repaid in full, with all related liens and security interests against the Company's assets released in accordance with the applicable payoff, discharge and release mechanics under the Loan. The Company expects this to significantly strengthen its balance sheet, streamline its capital structure, and leave the business substantially free of material debt as it advances its long-term infrastructure and data center growth strategy. The prepayment follows the successful closing of the Company's approximately US$25 million private placement financing, which was comprised entirely of U.S. institutional investors, representing an important milestone in the continued institutionalization of Bitzero's capital base. Together, these developments are expected to enhance the Company's financial flexibility and position Bitzero to accelerate the advancement of its growing portfolio of infrastructure assets.

About Bitzero Holdings Inc.

Bitzero Holdings Inc. is a provider of IT energy infrastructure and high-efficiency power for data centers. The Company focuses on data center development, high-performance compute (HPC), and strategic data center hosting partnerships. Bitzero Holdings Inc. owns four data center locations in the North American and Nordic regions, with its Nordic assets powered by clean, low-carbon energy sources. Visit www.bitzero.com for more information.

Bitzero Contact

Mohammed Bakhashwain
+44 777 303 0394
investors@bitzero.com

Bitzero Investor Relations Contact

Victoria Rutherford
480-625-5772
Victoria@adcap.ca

Forward-Looking Statements

This news release contains "forward-looking information" and "forward-looking statements" within the meaning of applicable Canadian and United States securities laws. Forward-looking information in this news release includes, but is not limited to, statements regarding the Company's intention to prepay the Loan, the expected timing of the prepayment, the expected use of proceeds of the Company's private placement financing, the expected aggregate payoff amount, the expected repayment in full of the outstanding obligations under the Loan, the timing and completion of related discharge and release documentation in respect of applicable security, the expected reduction of secured indebtedness and the Company's expected financial and operational flexibility following the prepayment.

Forward-looking information is based on the Company's current expectations, estimates, projections, assumptions and beliefs, including assumptions regarding the availability of proceeds from the Company's private placement financing, the accuracy and completion of payoff calculations, the Company's ability to satisfy applicable prepayment mechanics under the Loan, the completion of related payoff, discharge and release documentation in accordance with applicable payoff, discharge and release mechanics and the absence of material disputes or other issues with the lenders or agents under the Loan. Actual results may differ materially from those expressed or implied by such forward-looking information as a result of known and unknown risks, uncertainties and other factors, including, without limitation, risks relating to the availability and timing of funds, final payoff amounts, the Company's ability to complete the prepayment of the Loan on the expected timeline or at all, lender and agent documentation, discharge and release mechanics, financing risk, regulatory risk, market conditions and other risks described in the Company's public disclosure documents.

Readers are cautioned not to place undue reliance on forward-looking information. Except as required by applicable law, the Company undertakes no obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EXHIBIT 99.1 7.0 KB