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PowerCompute (PWCM) cuts debt cost with $18.1M Bitcoin-backed facility

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
8-K/A

Rhea-AI Filing Summary

PowerCompute, Inc. entered into a new Bitcoin-backed loan facility with ChainFi Inc. d/b/a Arch Lending through its subsidiary US Digital Mining and Hosting Co, LLC. The company borrowed $18,127,131.88 in an initial 30‑day non-recourse, collared “Collar Loan” secured by 307 Bitcoin, bearing interest at 2.0% per annum, and used the proceeds to repay previously disclosed bridge loans and earlier facilities totaling about $18 million.

The loan automatically rolls every 30 days unless either party gives non-renewal notice; at each rollover, the interest rate and Bitcoin price collar reset based on market conditions. At maturity, if the Bitcoin reference price is below the floor, the borrower may walk away, repay and recover collateral, or roll the loan by curing the shortfall. The filing amends an earlier report to correct the stated aggregate amount borrowed from “$18,127.88” to $18,127,131.88.

Positive

  • Refinancing replaces prior loans totaling about $18 million with a new facility at approximately 2% APR, compared with 12% on the prior Liebel loans, materially reducing interest expense.
  • The new Bitcoin-backed, non-recourse facility allows PowerCompute to use 307 BTC as collateral instead of selling it, preserving potential upside from future Bitcoin appreciation.

Negative

  • Using Bitcoin as collateral introduces volatility risk; if Bitcoin prices decline, the company may be required to post additional collateral to maintain the Arch facility.
  • The structure relies on short, 30‑day rolling maturities with terms reset at each rollover, exposing the company to potential changes in interest rates and collateral terms over time.

Filing Explained

The amendment only corrects the loan amount; the facility reports lower stated interest but possible added collateral requirements if Bitcoin declines.

The 8-K/A is in correction state: it says it is filed solely to replace the earlier reported borrowing amount with $18,127,131.88 and leaves the other information unchanged.

The accompanying release says the refinancing significantly lowers interest costs, reporting approximately 2% APR versus 12% on the prior Liebel loans.

The filing also identifies a possible requirement to post additional collateral if Bitcoin’s value declines, so the stated interest-cost reduction comes with a disclosed collateral condition.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Initial Collar Loan amount $18,127,131.88 Aggregate borrowed on August 3, 2026 under the Arch Lending loan facility
Bitcoin collateral 307 Bitcoin Collateral securing the initial 30-day non-recourse Collar Loan
New facility interest rate 2% per annum Approximate APR on the new Bitcoin-backed loan facility
Prior Liebel loans rate 12% Interest rate on prior Liebel loans replaced by the Arch facility
Galaxy Digital loan refinanced $11 million Portion of legacy debt consolidated into the new Arch facility
Oklahoma facility loan refinanced $5 million Loan from SE and AJ Liebel for 15 MW Oklahoma facility refinanced
Mississippi facility loan refinanced $2 million Loan from SE and AJ Liebel for 11 MW Mississippi facility refinanced
Owned power capacity 26 megawatts Wholly-owned power infrastructure across Oklahoma and Mississippi
non-recourse financial
"a non-recourse, collared, 30-day rolling loan secured by the Borrower’s Bitcoin"
A non-recourse loan is a type of debt where the lender’s recovery is limited to a specific asset pledged as collateral, and the borrower cannot be personally pursued for any remaining balance if the asset’s value falls short. For investors, non-recourse financing shifts downside risk onto the lender and protects a borrower’s other assets, which can affect a company’s risk profile, borrowing costs, and potential returns — much like insurance that covers only the item left as collateral.
Collar Loan financial
"a non-recourse, collared, 30-day rolling loan secured by the Borrower’s Bitcoin (a "Collar Loan")"
Bitcoin-backed credit facility financial
"The Arch facility is a Bitcoin-backed credit facility incorporating a proprietary hedging structure"
A bitcoin-backed credit facility is a loan or line of credit where the borrower uses bitcoin as the pledged asset to get cash, much like pawning a valuable item instead of selling it. It matters to investors because the loan lets holders access liquidity without selling holdings, but ties the borrower’s financial health to bitcoin’s price swings — falling prices can force extra payments or trigger liquidation, increasing risk for lenders and shareholders.
proprietary hedging structure financial
"incorporating a proprietary hedging structure designed to reduce liquidation risk"
forward-looking statements regulatory
"This press release may contain forward-looking statements made pursuant to the Private"
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.
Emerging growth company regulatory
"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 ... Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

What debt refinancing did PowerCompute (PWCM) complete with Arch Lending?
PowerCompute refinanced about $18 million of debt into a new $18,127,131.88 Bitcoin-backed facility with Arch Lending, secured by 307 BTC, replacing three existing loans tied to Oklahoma and Mississippi power facilities.

How does the new Arch facility affect PowerCompute (PWCM) interest costs?
The new Bitcoin-backed facility carries an interest rate of about 2% APR, compared with 12% on prior Liebel loans, substantially reducing PowerCompute’s ongoing interest expense and improving its overall capital structure.

What are the key terms of PowerCompute’s (PWCM) Bitcoin-backed Collar Loan?
PowerCompute’s subsidiary borrowed $18,127,131.88 under a 30‑day, non-recourse, collared loan secured by 307 BTC, automatically rolling every 30 days with interest rate and price collar resetting based on prevailing market conditions.

How does the Arch facility impact PowerCompute’s (PWCM) Bitcoin holdings?
The Arch facility uses 307 BTC from PowerCompute’s treasury as collateral, allowing the company to refinance debt without selling Bitcoin, while retaining potential benefits from future Bitcoin price appreciation under the loan’s hedging structure.

What correction did PowerCompute (PWCM) make in this Form 8-K/A amendment?
The amendment corrects the stated loan amount, changing it from $18,127.88 to the accurate figure of $18,127,131.88 for the initial 30‑day Collar Loan borrowed under the Arch Lending facility.

Which prior loans did PowerCompute (PWCM) refinance with the Arch facility?
The Arch facility replaces an $11 million Galaxy Digital loan, a $5 million loan from SE and AJ Liebel for the 15 MW Oklahoma facility, and a $2 million Liebel loan for the 11 MW Mississippi facility.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →
0001640384false00016403842026-08-032026-08-03

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K/A

(Amendment No. 1)

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 3, 2026

 

 

POWERCOMPUTE, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-37605

47-3844457

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

1200 West Platt Street

Suite 100

 

Tampa, Florida

 

33606

(Address of Principal Executive Offices)

 

(Zip Code)

 

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:

 

☐

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

 

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:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock par value $0.001 per share

 

PWCM

 

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. ☐

 

Explanatory Note

This Amendment No. 1 on Form 8-K/A (this “Form 8-K/A”) is an amendment to the Current Report on Form 8-K of PowerCompute, Inc. (the “Company”) filed on August 5, 2026 (the “Original Form 8-K”). The Original Form 8-K inadvertently incorrectly stated that the aggregate amount borrowed was “$18,127.88,” when it should have instead stated “$18,127,131.88.” This Form 8-K/A amends Item 2.03 of the Original Form 8-K and is being filed solely to correct this number. Except as stated herein, all other information in the Original Report remains unchanged.

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 $18,127,131.88 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

 

 

 

Exhibit

Description

10.1

 

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

 

Promissory Note Annex, dated August 3, 2026

99.1

 

Press Release dated August 5, 2026

104

Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL)


 

 

 

 

***

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.

 

 

 

PowerCompute, Inc.

 

 

 

 

Date:

August 10, 2026

By:

/s/ Richard Russell

 

 

 

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,”

DOCPROPERTY DOCXDOCID DMS=NetDocuments Format=<<ID>>.<<VER>> \* MERGEFORMAT 4917-0209-1714.1

“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

DOCPROPERTY DOCXDOCID DMS=NetDocuments Format=<<ID>>.<<VER>> \* MERGEFORMAT 4917-0209-1714.1

Source: View Original Filing on SEC EDGAR

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