UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): August 3, 2026 |
POWERCOMPUTE, INC.
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
001-37605 |
47-3844457 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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1200 West Platt Street Suite 100 |
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Tampa, Florida |
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33606 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: 813 222-8996 |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s) |
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Name of each exchange on which registered
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Common Stock par value $0.001 per share |
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PWCM |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Agreement
The information contained under Item 2.03 below is hereby incorporated by reference into this Item 1.01
Item 2.03 Creation of a Direct Financial Obligation
Loan from Arch Lending
On August 3, 2026, PowerCompute, Inc. (the “Company”), through its wholly owned subsidiary US Digital Mining and Hosting Co, LLC (the “Borrower”), entered into new loan facility (the “Loan Facility”) with ChainFi Inc. d/b/a/ Arch Lending (“Arch”) pursuant to which Arch made available to the Borrower a non-recourse, collared, 30-day rolling loan secured by the Borrower’s Bitcoin (a "Collar Loan"). On August 3, 2026, the Borrower borrowed an aggregate of $18,127.88 in an initial 30-day Collar Loan under the Loan Facility secured by 307 Bitcoin (with mutually agreed upon floor and ceiling prices) and bearing interest at 2.0% per annum, which loan was used to pay off the previously disclosed bridge loans entered into with Arch on July 27, 2026. Under the Loan Facility, the Collar Loan automatically rolls over for successive 30-day periods unless either party provides notice of non-renewal, and at each rollover date, the interest rate, floor price, and ceiling price are re-set based on then-prevailing market conditions. At each maturity, if the Bitcoin reference price is below the agreed-upon floor price, the Borrower may elect to walk away, repay the loan and recover the collateral, or it may roll the loan by curing the shortfall. The terms and conditions of the Loan Facility are set forth in a Loan and Security Agreement that was entered into by the Borrower and Arch on August 3, 2026 (together with all exhibits, schedules, and annexes thereto, the “Loan Agreement”). The Loan Agreement also contains customary representations, warranties, covenants and events of default.
The foregoing summary of the Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Loan Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 7.01 Regulation FD.
On August 5, 2026, the Company issued a press release announcing the Loan Facility. The press release is furnished as Exhibit 99.1 and incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished, shall not be deemed “filed” for any purpose, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit |
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Description |
10.1 |
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Promissory Note, dated August 3, 2026, in principal amount of $18,127,131.88 by US Digital Mining & Hosting Co, LLC and ChainFi Inc. d/b/a Arch Lending. |
10.2 |
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Promissory Note Annex, dated August 3, 2026 |
99.1 |
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Press Release dated August 5, 2026 |
104 |
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Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL) |
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This Current Report on Form 8-K may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve risks and uncertainty. Words such as “anticipate,” “estimate,” “expect,” “intend,” “plan,” and “project” and other similar words and expressions are intended to signify forward-looking statements. Forward-looking statements are not guarantees of future results and conditions but rather are subject to various risks and uncertainties. Such statements are based on the Company’s current expectations and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Investors are cautioned that there can be no assurance actual results or business conditions will not differ materially from those projected or suggested in such forward-looking statements as a result of various risks and uncertainties. Investors should refer to the risks detailed from time to time in the reports the Company files with the SEC, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as well as other filings on
Form 10-Q and periodic filings on Form 8-K, for additional factors that could cause actual results to differ materially from those stated or implied by such forward-looking statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, unless required by law.
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 hereunto duly authorized.
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PowerCompute, Inc. |
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Date: |
August 5, 2026 |
By: |
/s/ Richard Russell |
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Richard Russell, Chief Financial Officer |
PowerCompute Refinances $18 Million of Debt, Significantly Lowering Interest Costs
New Facility with Arch Lending Replaces Higher-Cost Debt and Strengthens Balance Sheet
TAMPA, Fla., August 5, 2026 -- PowerCompute, Inc. (NASDAQ: PWCM) (“PowerCompute” or the “Company”), a Bitcoin treasury and mining, and specialty finance company expanding into high-performance computing (“HPC”) and artificial intelligence (“AI”) infrastructure, today announced that it signed an agreement on July 27, 2026 to refinance and consolidated its three existing debt facilities totaling $18 million through a new debt facility with Arch Lending (the “Arch Facility”), that utilizes 307 Bitcoin (“BTC”) from the Company’s treasury as collateral. The Arch Facility replaces the Company’s previous $11 million loan from Galaxy Digital and a $5 million loan from SE and AJ Liebel used to purchase the 15 MW Oklahoma facility and the $2 million loan from SE and AJ Liebel used to purchase the 11MW Mississippi facility.
The Arch facility is a Bitcoin-backed credit facility incorporating a proprietary hedging structure designed to reduce liquidation risk and provide an accretive financing cost. “PowerCompute required a financing structure that reflected both its immediate capital needs and its long-term Bitcoin treasury strategy,” said Himanshu Sahay, Co-Founder and CTO of Arch Lending. “We designed a low-cost Bitcoin-backed facility incorporating a proprietary hedge structure intended to reduce liquidation risk while enabling the Company to refinance its existing debt without an outright sale of its Bitcoin holdings.”
The Company initially entered into a bridge loan with Arch to consolidate the three loans totaling approximately $18 million with normal terms over a 3 day time period. On August 3, 2026, the Company then entered into a Bitcoin industry non-recourse collateral loan facility with a revolving 30 day term that carries an interest rate of approximately 2% APR, compared to 12% on the prior Liebel loans, substantially lowering the Company's cost of debt and strengthening its capital structure. This structure enables the Company to reduce its interest expense by utilizing its Bitcoin as collateral rather than selling it, while retaining the potential benefit of future appreciation in the value of those holdings. Under the loan facility, the loan automatically rolls over for successive 30-day periods unless either party provides notice of non-renewal, and at each rollover date, the interest rate, floor price, and ceiling price are re-set based on then-prevailing market conditions.
“This refinancing meaningfully reduces our interest expense and strengthens our balance sheet while allowing us to maintain strategic exposure to our Bitcoin holdings,”,” said Bruce M. Rodgers, Chairman, Chief Executive Officer and President. “We take a disciplined approach to managing our capital and believe this new Arch Facility positions us well as we focus on executing on our growth strategy into high-performance computing and AI infrastructure.”
About PowerCompute
PowerCompute, Inc. (Nasdaq: PWCM) is a Bitcoin treasury and mining company expanding into high-performance computing and artificial intelligence infrastructure. Founded in 2008 and headquartered in Tampa, Florida, the Company operates 26 megawatts of wholly-owned power infrastructure across facilities in Oklahoma and Mississippi. The Company also operates a technology-enabled specialty finance business providing funding to nonprofit community associations primarily in the State of Florida. For more information, please visit https://www.power-compute.com.
Forward-Looking Statements
This press release may contain forward-looking statements made pursuant to the Private Securities Litigation Reform Act of 1995. Words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,”
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“plan,” and “project” and other similar words and expressions are intended to signify forward-looking statements. Forward-looking statements are not guarantees of future results and conditions but rather are subject to various risks and uncertainties. Some of these risks and uncertainties are identified in the Company’s most recent Annual Report on Form 10-K and its other filings with the SEC, which are available at www.sec.gov. These risks and uncertainties include, without limitation, the volatility of Bitcoin and other cryptocurrency prices, risks related to the use of Bitcoin as collateral for the Arch Facility, including the requirement to post additional collateral if the value of Bitcoin declines, our ability to satisfy the terms and conditions of the Arch Facility, our ability to successfully enter and operate in the high-performance computing and AI infrastructure business, the availability and cost of GPU and related infrastructure equipment, competition in the HPC and AI compute market, our ability to finance our site acquisitions and cryptocurrency mining operations, the risks of operating in the cryptocurrency mining business and our ability to grow that business, the capacity of our Bitcoin mining machines and our related ability to purchase power at reasonable prices, our ability to identify and acquire additional mining sites, our ability to acquire new accounts in our specialty finance business at appropriate prices, changes in governmental regulations that affect our ability to collect sufficient amounts on defaulted consumer receivables, changes in the credit or capital markets, changes in interest rates, and negative press regarding the debt collection industry. The occurrence of any of these risks and uncertainties could have a material adverse effect on our business, financial condition, and results of operations.
Investor and Media Contact
KCSA Strategic Communications
Philip Carlson
pcarlson@kcsa.com
212-896-1233
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