Investors exercise put options in Alpha Compute Corp (ALP) deal unwind

Rhea-AI Filing Summary

Alpha Compute Corp reports that two investors exercised put options tied to its September 2025 private placement financing. These options required the company to unwind part of that deal.

On June 22, 2026, Alpha Compute became obligated to transfer 2,114,583 TON tokens and 5,136,459 USDC tokens back to the investors, matching the consideration they originally provided. In return, the company will repurchase 1,196,295 Ordinary Shares and 633,931 Pre-Funded Warrants that those investors received in the September 25, 2025 financing, effectively reducing that portion of equity and warrant overhang.

Insights

Capital markets analyst

Alpha Compute unwinds part of a 2025 private placement via token-funded share and warrant repurchases.

Alpha Compute Corp granted certain investors a put option in side letters to its September 2025 private placement. Those investors could require the company to repurchase their Ordinary Shares in exchange for returning the original consideration, which was paid in TON and USDC tokens.

On June 22, 2026, two investors exercised this right. The company must now deliver 2,114,583 TON tokens and 5,136,459 USDC tokens, while taking back 1,196,295 Ordinary Shares and 633,931 Pre-Funded Warrants. This reduces outstanding equity and related warrant exposure but uses token assets instead of cash.

The exercise window for these put options runs six to twelve months after the September 25, 2025 closing, so additional investors could still act under similar terms. Subsequent disclosures would show whether further repurchases occur and how much of the original private placement remains in investor hands.

Key Figures

TON tokens returned: 2,114,583 TON tokens USDC tokens returned: 5,136,459 USDC tokens Ordinary Shares repurchased: 1,196,295 Ordinary Shares +4 more

7 metrics

TON tokens returned 2,114,583 TON tokens Consideration returned to two investors on June 22, 2026

USDC tokens returned 5,136,459 USDC tokens Consideration returned to two investors on June 22, 2026

Ordinary Shares repurchased 1,196,295 Ordinary Shares Repurchased from two investors under put options

Pre-Funded Warrants repurchased 633,931 Pre-Funded Warrants Repurchased from two investors under put options

Put option exercise window Six to twelve months After September 25, 2025 closing of private placement

Private placement closing date September 25, 2025 Closing date for the September 2025 private placement

Put options exercise date June 22, 2026 Date two investors exercised their put options

Key Terms

Form 6-K, private placement financing, Side Letter Agreements, Put Option, +2 more

6 terms

Form 6-K regulatory

"FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16"

A Form 6-K is a report that companies listed in certain countries file to provide important updates, such as financial results, corporate changes, or other significant information, to regulators and investors. It functions like an official company update or news release, helping investors stay informed about developments that could affect their investment decisions.

private placement financing financial

"in connection with Alpha Compute Corp’s September 2025 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.

Side Letter Agreements regulatory

"the Company entered into certain Side Letter Agreements (each, a “Side Letter”)"

Put Option financial

"the consideration initially provided by the respective investor to the Company (the “Put Option”)"

A put option is a financial contract that gives its holder the right, but not the obligation, to sell a specified quantity of a stock or other asset at a set price within a defined time. Think of it like insurance on an investment—if the asset’s market price falls, the put lets an investor lock in a higher sale price or profit from the decline, helping limit losses or speculate on downward moves.

Pre-Funded Warrants financial

"repurchase by the Company of a total of 1,196,295 Ordinary Shares and 633,931 Pre-Funded Warrants"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

incorporated by reference regulatory

"This report on Form 6-K ... shall be deemed to be incorporated by reference into the registration statements"

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Available on EDGAR 07/02/2026 - 05:28 PM Accepted by SEC EDGAR 07/02/2026 - 05:28 PM Learn about SEC filing dates

FAQ

What did Alpha Compute Corp (ALP) disclose in this Form 6-K?

Alpha Compute Corp disclosed that two investors exercised put options from its September 2025 private placement. The company must return TON and USDC tokens they originally invested, and in exchange will repurchase the Ordinary Shares and Pre-Funded Warrants those investors received in that financing.

How many tokens will Alpha Compute Corp (ALP) transfer due to the put option exercise?

Alpha Compute will transfer 2,114,583 TON tokens and 5,136,459 USDC tokens. These token amounts equal the consideration originally provided by the two investors in the September 2025 private placement, and there is no adjustment for any change in token value.

How many Alpha Compute Corp (ALP) securities are being repurchased in this transaction?

The company will repurchase 1,196,295 Ordinary Shares and 633,931 Pre-Funded Warrants. These securities were originally issued to the two investors in the September 2025 private placement and are now being returned as part of the put option exercise.

When could Alpha Compute Corp (ALP) investors exercise these put options?

The put options were exercisable for six to twelve months after September 25, 2025. That date marked the closing of the September 2025 private placement, and the specific exercise period length depended on each investor’s side letter agreement terms.

What is the origin of the put options affecting Alpha Compute Corp (ALP)?

The put options came from Side Letter Agreements linked to a September 2025 private placement. These side letters granted certain investors an irrevocable right to require Alpha Compute to repurchase their Ordinary Shares for the same TON and USDC token consideration they initially invested.

Does this Alpha Compute Corp (ALP) Form 6-K affect existing registration statements?

Yes, this Form 6-K is incorporated by reference into several Alpha Compute registration statements. It becomes part of two Form S-8 registrations and four Form F-3 registrations from the date it is filed, unless later reports supersede it.

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: 001-40086

Alpha Compute Corp

(Translation of registrant’s name into English)

Clarence Thomas Building, P.O. Box 4649, Road Town, Tortola, British Virgin Islands, VG1110

(Address of principal executive office)

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 [ X ]	Form 40-F [  ]

INCORPORATION BY REFERENCE

This report on Form 6-K (including any exhibits attached hereto) shall be deemed to be incorporated by reference into the registration statements on Form S-8 (File Nos. 333-275842 and 333-289199) and Form F-3 (File Nos. 333-286961, 333-290827, 333-291341 and 333-291921) of Alpha Compute Corp (including any prospectuses forming a part of such registration statements) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished. 

As previously disclosed, in connection with Alpha Compute Corp’s (the “Company”) September 2025 private placement financing (the “Sept. 2025 Private Placement Financing”), the Company entered into certain Side Letter Agreements (each, a “Side Letter”) with certain investors in the Sept. 2025 Private Placement Financing. The Side Letters granted an irrevocable right and option to these investors to require the Company to repurchase all the ordinary shares of the Company (“Ordinary Shares”) received by the respective investor in exchange for the consideration initially provided by the respective investor to the Company (the “Put Option”). The period in which the Put Option may be exercised varies from six to twelve months, depending on the investor, after the September 25, 2025 closing of the Sept. 2025 Private Placement Financing.

On June 22, 2026 two of these investors exercised their Put Options, obligating the Company to transfer to the investors a total of 2,114,583 TON tokens and 5,136,459 USDC tokens (which represents the consideration initially provided by these investors to the Company), with no adjustment for value, in exchange for the repurchase by the Company of a total of 1,196,295 Ordinary Shares and 633,931 Pre-Funded Warrants received by these investors in the Sept. 2025 Private Placement Financing.

SIGNATURE

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.

Date: July 2, 2026

ALPHA COMPUTE CORP

By:	/s/ Brittany Kaiser
	Brittany Kaiser
	Chief Executive Officer