Alpha Compute Corp. (Nasdaq: ALP) secures $31.9M non-recourse Nvidia GPU financing

Rhea-AI Filing Summary

Alpha Compute Corp. executed a binding term sheet for a $31.9 million non-recourse loan facility secured by Nvidia B300 GPUs to finance its AI infrastructure expansion. The collateral is limited to the GPU hardware and related build-out, so the lender has no recourse to the company’s other assets or equity if a default occurs.

Proceeds are expected to fund AI infrastructure, data center expansion, and networking, including a strategic Equinex/AtNorth data center build-out in Sweden. The financing supports Alpha Compute’s strategy to scale GPU-as-a-Service capacity while seeking to preserve flexibility across its broader balance sheet.

Insights

Technology credit and capital-structure analyst

Alpha Compute secures asset-backed GPU financing that limits recourse to hardware.

Alpha Compute Corp. has executed a binding term sheet for a $31.9 million non-recourse senior secured loan facility backed by Dell B300 Nvidia GPUs. Only the GPU assets and related build-out secure the facility, separating this debt from the company’s broader asset base.

This structure can help scale GPU capacity without directly encumbering other assets or relying on unsecured borrowing. However, it concentrates risk in the financed hardware’s utilization and resale value, and definitive loan documentation is still in process, so terms could evolve.

The facility is expected to fund AI infrastructure, data center expansion, and networking, including the Equinex/AtNorth build-out in Sweden. Future disclosures in company filings may provide details on final loan terms, drawdown timing, and performance of the financed GPU assets.

Key Figures

Facility Size: $31.9 million Loan Structure: Non-recourse senior secured Collateral Type: Dell B300 Nvidia GPUs +2 more

5 metrics

Facility Size $31.9 million Non-recourse GPU-backed loan facility term sheet

Loan Structure Non-recourse senior secured Lender’s remedies limited to pledged Nvidia GPU hardware

Collateral Type Dell B300 Nvidia GPUs Hardware securing the $31.9 million facility

Status Binding term sheet executed Definitive documentation for the facility in process

Use of Proceeds AI infrastructure and networking Includes Equinex/AtNorth data center build-out in Sweden

Key Terms

non-recourse loan facility, senior secured loan facility, binding term sheet, structured credit facility, +2 more

6 terms

non-recourse loan facility financial

"binding term sheet for a $31.9 million non-recourse loan facility secured by B300 Nvidia GPUs"

A non-recourse loan facility is a type of credit arrangement where the lender can seize only the specific assets pledged as collateral if the borrower defaults, and cannot pursue the borrower’s other assets or personal income. For investors this matters because it changes who bears the downside: lenders accept more recovery risk (often charging higher rates), while equity holders may lose their entire stake but are shielded from further claims, so this structure affects valuation, perceived leverage and bankruptcy outcomes—think of it like a car loan where the bank can repossess the car but not your house or paycheck.

senior secured loan facility financial

"Structure: Non-recourse senior secured loan facility"

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.

binding term sheet financial

"The executed term sheet, entered into with an undisclosed institutional lender"

A binding term sheet is a short, signed document that sets out the main deal points—price, ownership, key rights and responsibilities—and includes specific promises that are legally enforceable. Think of it as a shopping list with certain items you and the seller have already agreed must happen, not just a wish list. Investors watch for binding term sheets because they signal real commitment, change the odds of a deal closing, and create legal obligations that can affect valuation, financing and risk.

structured credit facility financial

"establishes the parameters for a structured credit facility"

forward-looking statements regulatory

"All statements in this press release, other than statements of historical facts... are forward-looking statements"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

confidential compute technical

"Alpha Compute Corp. ... owns and operates AI infrastructure powered by confidential compute"

Confidential compute is a technology that keeps data protected while it is being used or processed by software, using hardware-based isolation so sensitive information stays encrypted and inaccessible to outsiders, including system operators. For investors, it matters because it reduces risk from data breaches, enables safer cloud services and new business models that require sharing sensitive information, and can be a competitive or regulatory advantage for companies handling confidential data.

Form 6-K: How Foreign Companies Report to the SEC →

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 April 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. 

On April 22, 2025, Alpha Compute Corp (the “Company”) issued a press release announcing the execution of a binding term sheet for $31.9m to finance the acquisition of Nvidia B300 GPUs. A copy of the press release is attached hereto as Exhibit 99.1.

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: April 29, 2026

Alpha Compute Corp  

By: /s/ Brittany Kaiser                           

      Brittany Kaiser

      Chief Executive Officer

EXHIBIT 99.1

Alpha Compute Executes Binding $31.9 Million Non-Recourse GPU Financing, Backed by Nvidia B300 Hardware Assets

Binding Facility for Strategic Equinex/AtNorth Data Center Build Out in Sweden

Road Town, Tortola, British Virgin Islands, April 22, 2026 (GLOBE NEWSWIRE) -- Alpha Compute Corp. (Nasdaq: ALP), a pioneer in AI Confidential Compute and GPU-as-a-Service (GPUaaS), today announced the execution of a binding term sheet for a $31.9 million non-recourse loan facility secured by B300 Nvidia graphics processing units (GPUs). The transaction marks a significant milestone in the Company's strategy to scale its AI compute capabilities while optimizing its capital structure.

The executed term sheet, entered into with an undisclosed institutional lender, establishes the parameters for a structured credit facility. In this facility, the collateral is strictly limited to the underlying Nvidia GPU assets and the facility's build-out. Given the non-recourse nature of the financing, the lender's remedies upon any event of default are exclusively restricted to the pledged hardware, precluding any recourse to the Company's other assets, equity, or general creditworthiness.

Strategic Significance

"This facility represents a disciplined and innovative approach to financing our AI infrastructure buildout," said Brittany Kaiser, Chief Executive Officer of Alpha Compute. "By leveraging the intrinsic and growing asset value of Nvidia GPUs as collateral, we are able to scale our compute capacity in a capital-efficient manner that preserves flexibility across our broader balance sheet. Non-recourse GPU financing is rapidly emerging as a preferred instrument for AI-native companies, and we are pleased to be at the forefront of this market."

Proceeds from the facility are expected to be used for AI infrastructure / data center expansion / networking, supporting Alpha Compute's long-term growth initiatives.

Transaction Highlights

• Facility Size: $31.9 million
• Structure: Non-recourse senior secured loan facility
• Collateral: Dell B300 Nvidia GPUs
• Status: Binding term sheet executed; definitive documentation in process
• Use of Proceeds: AI infrastructure purchase and installation

About Alpha Compute Corp.

Alpha Compute Corp. (NASDAQ: ALP), formerly AlphaTON Capital Corp. (NASDAQ: ATON), owns and operates AI infrastructure powered by confidential compute and hardware-level encryption. Alpha Compute's GPU assets deliver privacy-preserving computation to partners and applications including Telegram, Animoca Brands, and Midnight Network. 
Learn more at alphacompute.ai.

Forward-Looking Statements

All statements in this press release, other than statements of historical facts, including without limitation, statements regarding the Company’s business strategy, plans and objectives of management for future operations and those statements preceded by, followed by or that otherwise include the words “believe,” “expects,” “anticipates,” “intends,” “estimates,” “will,” “may,” “plans,” “potential,” “continues,” or similar expressions or variations on such expressions are forward-looking statements. Forward-looking statements include statements concerning, among other things, the Company’s projections for its AI infrastructure expansion deployment; the Company’s expectations that its partnerships will create additional revenue streams and vertically integrate into the Company’s Confidential Compute AI Infrastructure; the Company’s belief that the assets it is building will drive significant long-term value; and other statements that are not historical fact. As a result, forward-looking statements are subject to certain risks and uncertainties, including, but not limited to: the timing, progress and results of the Company’s strategic initiatives, the Company’s reliance on third parties, the risk that the Company may not secure additional financing or TON, the uncertainty of the Company’s investment in TON, the uncertainty around the Company’s legacy business, the operational strategy of the Company, the Company’s executive management team, risks from Telegram’s platform and ecosystem, the potential impact of markets and other general economic conditions, and other factors set forth in “Item 3 – Key Information-Risk Factors” in the Company’s Annual Report on Form 20-F for the year ended March 31, 2025 and included in the Company’s Form 6-Ks filed with the Securities and Exchange Commission on September 3, 2025 and January 13, 2026. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, undue reliance should not be placed on them as actual results may differ materially from these forward-looking statements. The forward-looking statements contained in this press release are made as of the date hereof, and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, except as required by law.

Investor Relations:
Alpha Compute Corp.
AlphaCompute@icrinc.com
(203) 682-8200

AlphaCompute(at)icrinc.com

FAQ

What financing did Alpha Compute Corp. (ALP) announce on its Form 6-K?

Alpha Compute announced a binding term sheet for a $31.9 million non-recourse loan facility secured by Nvidia B300 GPUs. The structured credit facility is with an undisclosed institutional lender and is designed to fund the company’s AI infrastructure and data center build-out.

How is Alpha Compute’s $31.9 million GPU loan structured and secured?

The facility is a non-recourse senior secured loan backed only by Dell B300 Nvidia GPUs and related build-out. In an event of default, the lender’s remedies are limited to the pledged hardware, with no recourse to Alpha Compute’s other assets, equity, or general creditworthiness.

What will Alpha Compute Corp. (ALP) use the GPU financing proceeds for?

Proceeds from the $31.9 million facility are expected to fund AI infrastructure, data center expansion, and networking. The transaction supports a strategic Equinex/AtNorth data center build-out in Sweden and aligns with Alpha Compute’s long-term growth initiatives in GPU-as-a-Service.

What stage is Alpha Compute’s non-recourse GPU financing currently in?

Alpha Compute has executed a binding term sheet that sets the parameters for the $31.9 million facility. The company states that definitive loan documentation is in process, indicating the transaction framework is agreed but full closing terms are still being finalized.

Why is Alpha Compute Corp. (ALP) using non-recourse GPU financing?

Alpha Compute highlights non-recourse GPU financing as a disciplined, capital-efficient way to scale AI infrastructure. By using Nvidia GPU assets as collateral, the company aims to expand compute capacity while preserving flexibility across its broader balance sheet and limiting lender claims to the pledged hardware.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 PRESS RELEASE 6.0 KB