STOCK TITAN

Bitzero fully repays $22.4M secured loan, frees $2M

Bitzero Holdings Inc. (AIBZ) reports that on August 6, 2026 it fully repaid its senior secured loan with JGB Collateral LLC.

(Neutral)
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Bitzero Holdings Inc. (AIBZ) reports that on August 6, 2026 it fully repaid its senior secured loan with JGB Collateral LLC. The repayment covered US$22,375,000 of outstanding principal and US$45,699.69 of accrued interest, plus applicable expenses, under the June 27, 2025 loan and guaranty agreement.

With this payment, the JGB senior secured loan was discharged, all related liens and security interests over Bitzero’s and its subsidiaries’ assets were released in Norway, the United States (North Dakota) and other jurisdictions, and the loan’s financial covenants ceased to apply. In addition, US$2,000,000 of previously restricted cash in a lender-controlled account became unrestricted and available to the company. The repayment was funded principally from net proceeds of a private placement of special warrants that closed July 30, 2026 for aggregate gross proceeds of approximately US$24,770,454, together with available cash resources.

Positive

  • Bitzero eliminated its JGB senior secured loan by repaying US$22,375,000 of principal and US$45,699.69 of interest, reducing secured debt.
  • All liens and security interests over Bitzero’s and its subsidiaries’ assets were released, improving asset flexibility and removing loan covenants.
  • The repayment freed US$2,000,000 of previously restricted cash, which is now unrestricted and available to the company.

Negative

  • None.
Senior secured loan principal repaid US$22,375,000 Outstanding principal repaid on August 6, 2026 under the JGB senior secured loan
Accrued and unpaid interest repaid US$45,699.69 Interest paid with the August 6, 2026 loan repayment
Released restricted cash US$2,000,000 Cash in lender-controlled account that became unrestricted upon loan discharge
Private placement gross proceeds US$24,770,454 Aggregate gross proceeds from private placement of special warrants closed July 30, 2026
Date of material change August 6, 2026 Date Bitzero repaid in full all obligations under the JGB senior secured loan
senior secured loan financial
"its intention to prepay the outstanding obligations under the senior secured loan"
A senior secured loan is a type of company loan that has first priority to be repaid and is backed by specific company assets as collateral, so lenders can seize or sell those assets if the borrower defaults. For investors, that priority and collateral make these loans safer than unsecured debt, usually meaning lower interest rates and stronger recovery prospects in a default — similar to how a mortgage has first claim on a house while a credit card does not.
restricted cash financial
"US$2,000,000 of cash previously held in a lender-controlled account and classified as restricted cash"
Cash that a company holds but cannot use for day-to-day operations because it is set aside for a specific purpose—such as meeting loan covenants, serving as collateral, funding an escrow, or complying with regulations. Like money in a locked savings account earmarked for a bill, restricted cash reduces the cash available to run the business and pay dividends or debts, so investors treat it differently when assessing a company’s true short-term financial strength.
financial covenants financial
"the financial covenants under the Loan Agreement ceased to apply"
Financial covenants are rules written into loan or bond agreements that require a company to keep certain financial measures within agreed limits—examples include minimum cash, maximum debt levels, or minimum profit margins. They act like guardrails for lenders: breaking a covenant can force renegotiation, trigger penalties or default, and quickly affect a company’s available cash and stock value, so investors watch them as early warning signs of financial stress.
private placement of special warrants financial
"previously completed private placement of special warrants, which closed on July 30, 2026"
liens and security interests financial
"all liens and security interests granted by the Company and certain of its subsidiaries"

FAQ

What material change did Bitzero Holdings Inc. (AIBZ) report on August 31, 2026?

Bitzero reported that on August 6, 2026 it fully repaid its senior secured loan with JGB Collateral LLC, discharging the loan, releasing all related liens and security interests, and terminating the loan’s financial covenants.

How much senior secured debt did Bitzero Holdings Inc. (AIBZ) repay?

Bitzero repaid approximately US$22,375,000 of outstanding principal and US$45,699.69 of accrued and unpaid interest, plus applicable expenses and other amounts payable under the loan agreement as of the August 6, 2026 prepayment date.

How did Bitzero Holdings Inc. (AIBZ) fund the repayment of its senior secured loan?

The repayment was funded principally from the net proceeds of Bitzero’s private placement of special warrants, which closed on July 30, 2026 for aggregate gross proceeds of approximately US$24,770,454, together with the company’s available cash resources.

What happened to the restricted cash held under Bitzero Holdings Inc.’s (AIBZ) loan?

Upon repayment of the senior secured loan, US$2,000,000 of cash previously held in a lender-controlled account and classified as restricted cash became unrestricted and available to Bitzero.

What security interests were released when Bitzero Holdings Inc. (AIBZ) repaid its JGB loan?

All liens and security interests granted by Bitzero and certain subsidiaries in favour of the agent and lenders were released, including security registered against the company’s assets in Norway, the United States (North Dakota), and its other jurisdictions of operation.

What covenants ceased to apply to Bitzero Holdings Inc. (AIBZ) after the loan repayment?

After the August 6, 2026 repayment of the JGB senior secured loan, the financial covenants under the loan agreement ceased to apply to Bitzero and its subsidiaries.

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

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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

OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2026

Commission File Number: 001-43300

 

 

BITZERO HOLDINGS INC.

(Registrant)

 

 

 

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 ☒

 

  

 


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: August 31, 2026

 

 

 

By

 

/s/ Mohammed Bakhashwain

 

 

 

 

 

 

Mohammed Bakhashwain

 

 

 

 

 

 

Chief Executive Officer

 

  

 

   

 EXHIBIT INDEX

Exhibit   Description of Exhibit  
       
99.1   Material Change Report dated August 31, 2026  

 

 

  

 

 

 

 

 

 

 

Exhibit 99.1

 

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1 – Name and Address of Company

Bitzero Holdings Inc. (the “Company”)
Suite 1100, One Bentall Centre
505 Burrard Street
Vancouver, British Columbia V7X 1M5

Item 2 – Date of Material Change

August 6, 2026.

Item 3 – News Release

On July 31, 2026, the Company issued a news release announcing its intention to prepay the outstanding obligations under the senior secured loan following the applicable five-business-day notice period, which news release was disseminated over the newswire through Newsfile Corp. and filed on SEDAR+.

Item 4 – Summary of Material Change

On July 31, 2026, the Company issued a news release announcing its intention to prepay the outstanding obligations under the senior secured loan following the applicable five-business-day notice period. On August 6, 2026, the Company repaid in full all of its outstanding obligations under its senior secured loan with JGB Collateral LLC, as administrative and collateral agent for the lenders. The repayment consisted of approximately US$22,375,000 of outstanding principal and US$45,699.69 of accrued and unpaid interest, and resulted in the discharge of the loan and the release of all related liens and security interests against the assets of the Company and its subsidiaries, including the release of US$2,000,000 of previously restricted cash.

Item 5 – Full Description of Material Change

5.1 Full Description of Material Change

On July 31, 2026, the Company issued a news release announcing its intention to prepay the outstanding obligations under the senior secured loan following the applicable five-business-day notice period. On August 6, 2026, the Company repaid in full all of its outstanding obligations under the loan and guaranty agreement dated June 27, 2025, as amended (the “Loan Agreement”), among the Company and certain of its subsidiaries, as borrowers and guarantors, and JGB Collateral LLC, as administrative and collateral agent for the lenders (the “JGB Senior Secured Loan”).

The repayment consisted of approximately US$22,375,000 of outstanding principal and US$45,699.69 of accrued and unpaid interest, together with applicable lender expenses and any other amounts payable under the Loan Agreement as of the prepayment date. In accordance with the prepayment mechanics under the Loan Agreement, the Company delivered a prepayment notice to the agent not less than five business days prior to the prepayment date.

Upon repayment, the JGB Senior Secured Loan was discharged and all liens and security interests granted by the Company and certain of its subsidiaries in favour of the agent and the lenders were released, including the security registered against the Company’s assets in Norway, the United States (North Dakota) and its other jurisdictions of operation. In addition, the US$2,000,000 of cash previously held in a lender-controlled account and classified as restricted cash became unrestricted and available to the Company, and the financial covenants under the Loan Agreement ceased to apply.

The repayment was funded principally from the net proceeds of the Company’s previously completed private placement of special warrants, which closed on July 30, 2026 for aggregate gross proceeds of approximately US$24,770,454, together with the Company’s available cash resources.

  

 

5.2 Disclosure of Restructuring Transactions

Not applicable.

Item 6 – Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7 – Omitted Information

Not applicable. No significant facts have been omitted from this report.

Item 8 – Executive Officer

For further information, please contact:

Mohammed Bakhashwain  

Chief Executive Officer  

Bitzero Holdings Inc. 

Email: investors@bitzero.com  

Tel: +44 777 303 0394 

Item 9 – Date of Report

August 31, 2026.

  

 

 

Filing Exhibits & Attachments

1 document