Alpha Compute Corp (ALP) SEC Filings

Alpha Compute Corp (ALP) announced that its board approved a 1-for-50 reverse split of its ordinary shares, referred to as the Reverse Share Split. The company’s ordinary shares will begin trading on a post-split basis on September 8, 2026 on The Nasdaq Capital Market under the symbol ALP with a new CUSIP.

Every 50 issued ordinary shares will be automatically combined into 1 issued ordinary share, with fractional shares of 0.5 or higher rounded up and fractions below 0.5 cancelled. The number of issued and outstanding ordinary shares will be reduced from 77,492,393 to approximately 1,549,848 shares. The Reverse Share Split is intended to increase the market price per share to help maintain compliance with Nasdaq continued listing requirements.

Alpha Compute Corp (ALP) received an additional 180‑day compliance period from Nasdaq, until March 1, 2027, to regain compliance with the $1.00 minimum bid price requirement for continued listing on the Nasdaq Capital Market. The extension follows a prior notice that Alpha Compute’s stock traded below $1.00 for 30 consecutive business days as of March 2, 2026. Alpha Compute states it currently meets all other applicable Nasdaq Capital Market listing standards, including the market value of publicly held shares. The company has notified Nasdaq of its intention to cure the deficiency during this second period and may, if needed, effect a reverse share split. The notification does not immediately affect trading, and the stock continues to trade under the symbol ALP.

Alpha Compute Corp (ALP), a foreign private issuer, furnished a Form 6-K for August 2026 primarily to make an investor presentation publicly available and to incorporate this information by reference into its existing registration statements on Form S-8 and Form F-3. The company plans to use the attached investor presentation in meetings with existing and prospective investors, and has filed it as Exhibit 99.1 so all investors have equal access to the same information. The presentation is intended to be read together with Alpha Compute Corp’s amended Annual Report on Form 20-F/A and subsequent Form 6-K reports.

Alpha Compute Corp (ALP) furnished an update on its capital structure as a foreign private issuer. As of the close of business on August 19, 2026, Alpha Compute Corp had 77,492,393 ordinary shares issued and outstanding. The company states that this report, including any exhibits, is incorporated by reference into its existing registration statements on Form S-8 and Form F-3.

Alpha Compute Corp (ALP) reports that on August 17, 2026, Michael Huskins, age 56, was elected to its Board of Directors and appointed to the Board’s Audit Committee, effective that date. The board has determined that he is “independent” under Nasdaq listing rules.

Huskins has served as Chief Legal Officer of Linqto, Inc. since January 2025, and previously co-founded and served as Chief Legal Officer of Nikkl, Inc. from January 2022 to January 2025. He also held senior roles at Twilio Inc. and McKinsey & Company. With his addition, Alpha Compute’s Board consists of five members and the Audit Committee consists of three independent directors. The company states there are no related-party transactions, arrangements, or family relationships involving Huskins that require disclosure.

Alpha Compute Corp. outlined a major U.S. infrastructure initiative through a Binding Term Sheet for a planned natural gas-powered data center campus in northern Pennsylvania. A subsidiary, Alpha Compute Management, LLC, holds an exclusive option to acquire mineral, surface and pore-space assets for a base purchase price of $55,000,000, with a $3,000,000 deposit payable after signing a definitive Property Purchase Agreement and meeting specified conditions.

The project targets an initial 200 MW of data center and power capacity, with potential expansion to 1 GW, supported by unleased Marcellus gas rights over roughly 1,800 mineral acres, subject to title confirmation. Third-party evaluation indicated behind-the-meter generation could deliver power at about $0.0585/kWh, below referenced PJM commercial and industrial rates. The development is a greenfield project and remains subject to due diligence, financing, permits, definitive agreements and multiple county and state approvals, with no assurance of completion.

Alpha Compute Corp filed Amendment No. 2 to its Form 20-F for the year ended March 31, 2026, restating certain administrative amounts while leaving total revenue, total costs and expenses, operating loss, net loss, cash flows and balance sheet subtotals unchanged. The company reports under IFRS as a British Virgin Islands foreign private issuer, with 23,470,877 ordinary shares outstanding at March 31, 2026.

For fiscal 2026, Alpha Compute generated $97 thousand of revenue, mainly from initial AI compute services, and recorded a net loss of about $38.6 million, driven by $23.2 million of operating expenses plus significant fair value, impairment and digital asset losses. The business has pivoted from oncology and digital assets toward AI GPU infrastructure, including its ALPHA-01 cluster of 504 NVIDIA B200 GPUs under a two-year $32.2 million compute off-take with a leading frontier AI research laboratory, and is planning a 576-GPU ALPHA-02 deployment in Sweden.

The company continues to hold TON and other digital assets but emphasizes that locked tokens provide limited near-term liquidity and contribute to earnings volatility. Auditors include an explanatory paragraph expressing substantial doubt about its ability to continue as a going concern, and Alpha Compute reports a Nasdaq minimum bid-price deficiency, ongoing capital-raising needs, potential shareholder dilution, and extensive regulatory, cybersecurity and competitive risks around AI infrastructure and digital assets.

Alpha Compute Corp’s Audit Committee, after discussion with management, concluded on August 3, 2026 that administrative errors in the audited consolidated financial statements for the fiscal year ended March 31, 2026 in the 2026 Annual Report on Form 20-F are quantitatively material and require a restatement.

The company is issuing Amendment No. 2 to its 2026 Annual Report on Form 20-F/A, including restated audited financial statements, an explanatory note, and Note 2, “Restatement of Previously Issued Consolidated Financial Statements.” The errors do not affect total revenue, total costs and expenses, operating loss, net loss, any other total or subtotal, or the consolidated statements of financial position, cash flows, or changes in equity. Management and the Audit Committee have discussed these matters with CBIZ CPAs P.C., the independent registered public accounting firm.

Alpha Compute Corp, a foreign private issuer, furnished a report for July 2026 indicating it files annual reports under Form 20-F. The company states that it intends to use an attached investor presentation in meetings with existing and prospective investors.

The investor presentation is provided as Exhibit 99.1 so that all investors have equal access to the information discussed. Alpha Compute Corp also states that this report, including the exhibit, is incorporated by reference into its existing Form S-8 and Form F-3 registration statements and will form part of those registration statements from the filing date unless later superseded. The report is signed by Chief Executive Officer Brittany Kaiser.