STOCK TITAN
  1. Home
  2. Sec-filings
  3. PWCM
  4. [8-K] POWERCOMPUTE, INC. Reports Material Event

PowerCompute raises $21.9M in 307-bitcoin loan

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

POWERCOMPUTE, INC. (PWCM) entered into a new non-recourse, 30-day collared loan facility through its wholly owned subsidiary US Digital Mining and Hosting Co, LLC with ChainFi Inc. d/b/a Arch Lending. The facility is secured by 307 Bitcoin and structured as a "Collar Loan" with floor, ceiling, and barrier prices.

On August 25, 2026, the subsidiary borrowed $21,892,131.88 at an interest rate of 6.5% per annum. About $18.1 million was used to pay off a previously disclosed August 3, 2026 Arch loan, and $3.765 million funded the collar feature of that earlier loan. The initial 30-day period uses a $71,112 floor price per Bitcoin, a $75,000 ceiling price, and a $93,500 barrier price. The Collar Loan automatically rolls over for successive 30-day periods unless notice of non-renewal is given, with key pricing terms reset based on then-prevailing market conditions.

Positive

  • None.

Negative

  • None.

Filing Explained

At each maturity of the new collar loan, if Bitcoin is below the floor, the borrower may repay and recover the collateral, walk away, or cure the shortfall and roll the loan; if Bitcoin reaches or exceeds the barrier after rising above the ceiling, the excess benefits Arch.

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 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
New Collar Loan principal amount $21,892,131.88 Borrowed by US Digital Mining and Hosting Co, LLC on August 25, 2026
Collateral Bitcoin 307 Bitcoin Secures the new non-recourse Collar Loan with Arch Lending
Interest rate 6.5% per annum Applies to the New Loan for the initial 30-day period
Proceeds used to repay August 3 Loan $18.1 million Portion of new Collar Loan proceeds applied to prior Arch loan
Proceeds used to fund collar feature $3.765 million Portion of proceeds used for collar feature of August 3 Loan
Floor price per Bitcoin $71,112 Initial 30-day period floor price in the Collar Loan
Ceiling price per Bitcoin $75,000 Initial 30-day period ceiling price in the Collar Loan
Barrier price per Bitcoin $93,500 Initial 30-day period barrier price in the Collar Loan
non-recourse financial
"a new non-recourse, collared, 30-day 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.
collared financial
"a new non-recourse, collared, 30-day loan secured by the Borrower’s Bitcoin"
Collar Loan financial
"secured by the Borrower’s Bitcoin (a "Collar Loan")"
floor price financial
"with mutually agreed upon floor, ceiling, and barrier prices"
The floor price is the minimum price at which a security, asset, or offering will be sold or accepted, acting like a seller’s “bottom line” or a reserve in an auction. For investors it matters because it sets a visible downside limit and can influence trading, valuation, and expectations of risk—like knowing there’s a safety net that a sale won’t go below a set level.
ceiling price financial
"with mutually agreed upon floor, ceiling, and barrier prices"
A ceiling price is the maximum price allowed or targeted for a security, product, bid or regulated sale — the top limit set by an issuer, regulator or auctioneer. Think of it like a speed limit for price: it caps how high the price can go. Investors care because it defines the upper bound of potential cost or return, helps gauge supply and demand, and shapes valuation, allocation and trading strategies.
barrier price financial
"with mutually agreed upon floor, ceiling, and barrier prices"

FAQ

What new loan facility did PWCM enter into on August 25, 2026?
PowerCompute, Inc., through its subsidiary, entered a new non-recourse, collared, 30-day loan facility with ChainFi Inc. d/b/a Arch Lending, secured by 307 Bitcoin. The structure includes floor, ceiling, and barrier prices and automatically rolls over for successive 30-day periods unless either party opts out.

How much did PWCM borrow under the new Arch Lending Collar Loan?
On August 25, 2026, the subsidiary of PWCM borrowed an aggregate of $21,892,131.88 under the new Collar Loan facility with Arch Lending. The loan is secured by 307 Bitcoin and bears interest at 6.5% per annum for the initial 30-day period.

How were the PWCM loan proceeds from the new Collar Loan used?
Approximately $18.1 million of the new Collar Loan proceeds were used to pay off the August 3, 2026 Arch loan, and the remaining $3.765 million were used to fund the collar feature of that August 3 loan, which had a Bitcoin collar ceiling of $66,370.

What are the Bitcoin price terms in PWCM’s new Collar Loan?
For the initial 30-day period, the Collar Loan sets a floor price of $71,112 per Bitcoin, a ceiling price of $75,000, and a barrier price of $93,500. At maturity, outcomes depend on the Bitcoin reference price relative to these levels and the borrower’s elections.

How does the rollover feature work for PWCM’s Collar Loan with Arch?
The Collar Loan automatically rolls over for successive 30-day periods unless either party provides notice of non-renewal. At each rollover, the interest rate, floor price, ceiling price, and barrier price are reset based on then-prevailing market conditions as specified in the Loan Agreement.

What options does PWCM have at Collar Loan maturity if Bitcoin is below the floor?
If the Bitcoin reference price is below the agreed floor at maturity, the borrower may walk away, repay the loan and recover the collateral, or roll the loan by curing the shortfall, as described in the Loan Facility terms.

Who benefits if Bitcoin is above the ceiling in PWCM’s Collar Loan?
If the Bitcoin reference price is higher than the ceiling price and equals or exceeds the barrier price, the excess above the ceiling is for the benefit of Arch Lending, consistent with the Collar Loan’s payoff structure.

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

Understanding 8-K Material Events →
See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
0001640384false00016403842026-08-252026-08-25

 

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

Date of Report (Date of earliest event reported): August 25, 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. ☐

 

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

 

On August 25, 2026, PowerCompute, Inc. (the “Company”), through its wholly owned subsidiary US Digital Mining and Hosting Co, LLC (the “Borrower”), entered into a 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 new non-recourse, collared, 30-day loan secured by the Borrower’s Bitcoin (a "Collar Loan").

 

On August 25, 2026, the Borrower borrowed an aggregate of $21,892,131.88 under the Loan Facility secured by 307 Bitcoin (with mutually agreed upon floor, ceiling, and barrier prices) and bearing interest at 6.5% per annum (the “New Loan”). Approximately $18.1 million of the loan proceeds from the new Collar Loan were used to pay off the previously disclosed Arch loan entered into with Arch on August 3, 2026 (the “August 3 Loan”), and the remaining $3.765 million of proceeds from the new Collar Loan were used to fund the collar feature of the August 3 Loan, which had a Bitcoin collar ceiling of $66,370.

 

Under the new 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, ceiling price, and barrier price are re-set based on then-prevailing market conditions. At each maturity, if the Bitcoin reference price (i.e., the Bitcoin market price at that time) 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, and if the Bitcoin reference price is higher than the ceiling price of the loan, then the excess is for the benefit of the Arch so long as the reference price equals or exceeds the agreed upon barrier price. Under the new Collar Loan, the floor price is $71,112 per Bitcoin for the initial 30-day period, the ceiling price is $75,000, and the barrier price is $93,500.

 

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 25, 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 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

 

 

Exhibit

Description

10.1

 

Promissory Note, dated August 25, 2026, in principal amount of $21,892,131.88 by US Digital Mining & Hosting Co, LLC and ChainFi Inc. d/b/a Arch Lending.

10.2

 

Promissory Note Annex, dated August 25, 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 28, 2026

By:

/s/ Richard Russell

 

 

 

Richard Russell, Chief Financial Officer

 

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents

Agreements & Contracts

Other Documents