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a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or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.
On September 30, 2026, the Board of Directors (the "Board") of Alpha Compute Corp
(the "Company"), acting upon the recommendation of the Compensation Committee of the Board, approved Amendment No. 3 (the "Plan
Amendment") to the Company's Amended and Restated 2021 Equity Incentive Plan, as amended (the "Plan"). The Plan Amendment
is intended to provide an incentive structure for the Company's executive management team that is aligned with shareholder interests.
The Plan Amendment increases the number of shares reserved and available for grant and issuance
under the Plan to a total of 1,070,127 shares (the "New Share Allocation"). Of the New Share Allocation, 387,727 shares (the
“Special Share Allocation”) are reserved for awards that satisfy at least two of the following three criteria: (i) time-based
vesting; (ii) share price milestone vesting; and (iii) for options, an exercise price of a multiple of the grant date share price. The
Board may, in its sole discretion, increase the share limit (excluding the Special Share Allocation) each calendar year, on a cumulative
basis, by up to four percent (4%) of the aggregate number of shares then outstanding.
The Board also authorized the Company to file a registration statement on Form S-8 with the
Securities and Exchange Commission registering up to 1,070,127 Shares issuable pursuant to the Plan, as amended by the Plan Amendment.
The foregoing description of the Plan Amendment is a summary only and is qualified in its entirety
by reference to the full text of the Plan Amendment, a copy of which is attached as Exhibit 99.1 to this Report on Form 6-K and incorporated
herein by reference.
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.
Exhibit 99.1
UNANIMOUS WRITTEN CONSENT
OF
THE BOARD OF DIRECTORS
OF
ALPHA COMPUTE CORP
Company Number 1784969
The undersigned, being all of the members of the Board
of Directors (the “Board”) of Alpha Compute Corp, a British Virgin Islands business company (the “Company”),
hereby consent, pursuant to the terms of the Amended and Restated Memorandum of Association and Articles of Association of the Company,
to the adoption of the following resolutions:
Amendment No. 3 to Amended and Restated 2021 Equity
Incentive Plan
WHEREAS, the Compensation Committee of the Board consisting
of the Company’s independent directors has participated in the design of Amendment No. 3 (the “Plan Amendment”)
to the Company’s Amended and Restated 2021 Equity Incentive Plan, as amended (the “Plan”), to provide an appropriate
incentive structure for the executive management team of the Company that is aligned with shareholder interests, such as the Special Share
Allocation and share price milestones described below, and has recommended its approval of the Plan Amendment to the Board;
NOW, THEREFORE, be it:
RESOLVED, that, upon recommendation of the Compensation
Committee of the Board, the undersigned hereby adopt and approve the Plan Amendment, providing for:
(1) an increase in the Share Limit (as defined in the
Plan) reserved and available for grant and issuance pursuant to the Plan to a total of 1,070,127 Shares (the “New Share Allocation”),
plus (a) any reserved Shares not issued or subject to outstanding awards granted under the Plan on the date of the Plan Amendment, (b)
Shares that are subject to awards granted under the Plan that cease to be subject to such awards by forfeiture or otherwise after the
date of the Plan Amendment, (c) Shares issued under the Plan before or after the date of the Plan Amendment pursuant to the exercise of
stock options that are, after the date of the Plan Amendment, forfeited, (d) Shares issued under the Plan that are repurchased by the
Company at the original issue price, and (e) Shares that are subject to stock options or other awards under the Plan that are used to
pay the exercise price of a stock option or withheld to satisfy the tax withholding obligations related to any award;
(2) reservation of 387,727 Shares within the New Share
Allocation (the “Special Share Allocation”) to be available only for grant and issuance under the Plan subject to awards
that adhere to at least two of the following three criteria:
| i. | Time-based vesting is required, may not commence less than one year after the grant date, with a total
vesting time frame of not less than three years, and such vesting to be distributed proportionately across the vesting time frame (in
arrears at each designated vesting milestone); |
| ii. | Share price milestone vesting (in addition to some version of time-based vesting) is required, must apply
to at least 50% of the total grant quantity, and the average share price milestone must be no less than a 3x (three times) multiple of
the grant date share price (or, for purposes thereof, the Fair Market Value) and, in the average calculation, any portion of the grant
not subject to a share price milestone is included in the average tabulation as a 1x (one times) multiple of the grant date share price;
and |
| iii. | If the grant is in the form of an option, the exercise price must be at least 2.5x (two and a half times)
the grant date share price; |
Shares attributable to a Special Share Allocation
award that are subsequently forfeited or otherwise returned to the Plan shall remain part of the Special Share Allocation; and
(3) taking into account the then-current business environment,
the Company’s business needs and such additional factors as the Board determines to be appropriate, in its sole discretion, the
right of the Board to increase (on a cumulative basis) each calendar year the then-applicable Share Limit (excluding the Special Share
Allocation) by a number of Shares not to exceed four percent (4%) of the aggregate number of Shares then outstanding, provided that any
Shares added pursuant to such increase may not be issued pursuant to Incentive Stock Options unless such increase is approved by the shareholders
in accordance with Code Section 422;
RESOLVED, that the form, terms and provisions of the
Plan Amendment, in substantially the form previously distributed to the Board, with such changes, additions and deletions as the executive
officers of the Company shall determine to be in the best interest of the Company, be, and they hereby are, adopted and approved in all
respects;
RESOLVED, that the Company hereby reserves for issuance
under the Plan, subject to adjustments as may be required in accordance with the terms of the Plan, such additional Shares and that such
Shares be, and they hereby are, duly authorized for issuance, and when issued and delivered in accordance with the terms and conditions
of the Plan, shall be fully paid and non-assessable Shares;
RESOLVED, that the executive officers of the Company
be, and each hereby is, authorized directed and empowered, for and on behalf of and in the name of the Company, to cause to be prepared
and filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-8 (the “Registration
Statement”) registering up to 1,070,127 Shares issuable pursuant to the Plan, as amended by the Plan Amendment, such Registration
Statement together with all exhibits and schedules and changes thereto as may be approved by the executive officers of the Company, such
execution to be conclusive evidence of the approval thereof, and one or more amendments thereto (including post-effective amendments,
revisions and supplements thereto, and any additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as
amended (the “Securities Act”)), as such officers may deem appropriate or as may be required by the SEC;
RESOLVED, that the Board hereby ratifies, confirms
and approves in all respects all actions of the executive officers of the Company heretofore or to be taken, in causing to be prepared
and filed with the SEC the Registration Statement, together with such exhibits thereto and other documents as may be required under the
Securities Act, and one or more amendments thereto, including any post-effective amendments, as such officers may deem appropriate or
as may be required by the SEC; and all such other acts or things as such officers may deem necessary or appropriate to cause the Registration
Statement, as it may be amended and supplemented, to comply with, and become effective under, the Securities Act and the rules and regulations
promulgated thereunder;
RESOLVED, that the executive officers of the Company
acting singly be, and each of them hereby is, authorized and empowered to execute, by and in the name of the Company, the Registration
Statement and any required amendments and supplements thereto and to file the same with the SEC;
RESOLVED, that the Secretary of the Company be, and
hereby is, designated and appointed as the person duly authorized to receive all notices, orders, communications and other documents from
the SEC with respect to the Registration Statement, or any amendments or supplements thereto, with all the powers consequent to such designation
and appointment under the rules and regulations of the SEC;
RESOLVED, that the Secretary of the Company be, and
hereby is, designated to act on behalf of the Company as its agent of service in respect of matters concerning the Registration Statement,
with the powers enumerated in Rule 478 under the Securities Act, pursuant to the provisions of the Securities Act and the rules and regulations
thereunder;
RESOLVED, that each officer and director who may be
required to sign and execute the Registration Statement, or any amendment thereto or document in connection therewith (whether on behalf
of the Company, or as an officer or director of the Company, or otherwise), be, and each of them hereby is, authorized and empowered to
execute a power of attorney appointing Enzo Villani, Brittany Kaiser or Wes Levitt his or her true and lawful attorneys each with power
of substitution and re-substitution to sign in his or her name, place and stead in any and all such capacities the Registration Statement
and any and all amendments thereto (including post-effective amendments) and documents in connection therewith, and to file the same with
the SEC, each said attorney to have full power and authority to do and perform, in the name of and on behalf of each of said officers
and directors of the Company who shall have executed such a power of attorney, every act whatsoever which such attorney, may deem necessary
or desirable to be done in connection therewith as fully and to all intents and purposes as such officer or director of the Company might
or could do in person; and
RESOLVED, that the executive officers of the Company
be, and each hereby is, authorized, directed and empowered, for and on behalf of and in the name of the Company to pay the expenses incurred
by or on behalf of the Company, in connection with the Registration Statement.
General
RESOLVED, that the executive officers of the Company
be, and they hereby are, authorized to take any and all actions as may be necessary or appropriate to carry out the intent of and to accomplish
the foregoing resolutions; and
RESOLVED, that, in addition to the specific authorizations
heretofore conferred upon the executive officers of the Company, these officers are hereby authorized and empowered to do or cause to
be done any and all such further acts and things, including the execution and delivery of any and all such further papers, documents and
instruments as they may deem necessary or appropriate in order to carry out the intent and to accomplish the purposes of the foregoing
resolutions.
This Written Consent may be executed in one or more
counterparts, each of which shall be an original, but all of which taken together shall constitute one and the same consent.
IN WITNESS WHEREOF, the undersigned, being all of the
members of the Board of Directors of the Company, hereby indicate in writing their approval of and consent to the foregoing actions and
resolutions, without a meeting.
Dated: September 30, 2026
| /s/ Enzo Villani |
|
/s/ Brittany Kaiser |
| Enzo Villani |
|
Brittany Kaiser |
| |
|
|
| /s/ Michael L. Huskins |
|
/s/ F. Daniel Siciliano |
| Michael L. Huskins |
|
F. Daniel Siciliano |
| |
|
|
| /s/ Michael Terpin |
|
|
| Michael Terpin |
|
|
4
