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2026-09-29
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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): September 29, 2026
Quanome Technologies, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
| Nevada |
|
001-42140 |
|
82-1978491 |
(State
or other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
112 W 34th St, FL 18, Room 18022
New York, NY |
|
10120 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (778) 888-7232
Not
Applicable
(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, $0.0001 par value per share |
|
QNME |
|
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 Definitive Agreement.
Purchase
and Sale Agreement
On
September 29, 2026, Quanome Technologies, Inc. (the “Company”) entered into a Purchase and Sale Agreement and related purchase
order (collectively, “Purchase Agreement No. 2”) with Compal Electronics, Inc. (the “Supplier”) for the purchase
of additional 32 GPU server units for an aggregate purchase price of approximately US$18.8 million.
Under
Purchase Agreement No. 2, the Company is required to make a down payment equal to 20% of the aggregate purchase price following the Company’s
receipt of the Supplier’s written order acknowledgment, with the remaining 80% payable after shipment readiness confirmation and
prior to shipment, subject to the satisfaction of the applicable delivery and other conditions set forth in Purchase Agreement No. 2.
The GPU servers are expected to be delivered to a designated data center location in the United States. Purchase Agreement No. 2 contains
customary provisions relating to delivery, title and risk of loss, inspection and acceptance, warranty coverage, remedies for non-conforming
products, and termination and refund rights in certain circumstances. The Supplier is also required to provide certain commercially customary
warranty and replacement support with respect to the GPU servers, subject to the terms and limitations set forth in Purchase Agreement
No. 2.
The
completion of the purchase remains subject to a number of conditions, including the Company’s payment obligations, the Supplier’s
ability to complete production and delivery, applicable product registration and supply-chain requirements, and other customary commercial
and operational conditions.
The
foregoing description of Purchase Agreement No. 2 does not purport to be complete and is qualified in its entirety by reference to the
full text of Purchase Agreement No. 2, which the Company intends to file as an exhibit to its Quarterly Report on Form 10-Q for the quarter
ending September 30, 2026.
XDT
Token Factory Master Services Agreement
On
September 29, 2026, XDT Infrastructure I, LLC, one of the Company’s indirectly wholly owned subsidiaries (“XDT”), entered
into a Token Factory Master Services Agreement, a Supplemental Agreement No. 1 and a service order (together, the “Agreement”)
with XPERT SOFTWARE SOLUTIONS PTE. LTD. (“Customer”), under which XDT will provide Customer with AI inference computing capacity
hosted on NVIDIA accelerated computing infrastructure. The initial order under the Agreement provides for a dedicated pool with full
physical isolation of GPU capacity over a commitment term of 60 months commencing on service readiness. Aggregate committed fees under
the initial order are approximately $100.9 million, payable as a fixed monthly commitment fee. The monthly fee is fixed for the term
and is not reduced for usage below committed levels. A prepayment of approximately $45.0 million is payable in two tranches tied to procurement
milestones for the underlying servers. The Customer expects that XDT will apply the prepayment substantially toward the procurement of
the servers and related build-out of the dedicated capacity. The Agreement contains customary provisions regarding service levels, term,
termination, confidentiality, and allocation of liability. The Agreement also contains provisions regarding export-control and customer-eligibility
undertakings, data handling, and performance support from XDT’s parent under a separate instrument. As of the date of this Current
Report, no portion of the prepayment has become due or been paid.
The
foregoing description is a summary, does not purport to be complete, and is qualified in its entirety by reference to the full text of
the Agreement, which the Company intends to file as an exhibit to its Quarterly Report on Form 10-Q for the quarter ending September
30, 2026.
Forward-Looking
Statements
This
Current Report on Form 8-K contains forward-looking statements, including, without limitation, statements regarding the Company’s
anticipated purchase, delivery, deployment and utilization of the GPU servers, XDT’s ability to deliver the services under the
Agreement, and the Company’s plans for its artificial intelligence computing infrastructure business. These forward-looking statements
are based on the Company’s current plans, assumptions, beliefs and expectations and involve risks and uncertainties. Actual results
and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks
and uncertainties, which include, without limitation, risks relating to financing availability, supplier performance, production and
delivery conditions, regulatory requirements, technical or operational matters, third-party performance, and other conditions relating
to the transaction. There can be no assurance that the GPU servers will be delivered on the anticipated schedule, that the transactions
contemplated by Purchase Agreement No. 2 and the Agreement will be completed as currently contemplated, that XDT will be able to deliver
the services under the Agreement, or that the Company will successfully deploy or utilize the GPU servers for their intended purposes.
Additional information regarding risks and uncertainties faced by the Company is and will continue to be contained in the Company’s
filings with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise any forward-looking statements,
whether as a result of new information, future events, or otherwise, except as required by applicable 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.
| |
Quanome
Technologies, Inc. |
| |
|
| Dated:
October 5, 2026 |
By: |
/s/ Yang
Li |
| |
Name: |
Yang Li |
| |
Title: |
Chief Executive Officer
and Director |
