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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): October 28, 2026
WHITEFIBER, INC.
(Exact name of registrant as
specified in its charter)
| Cayman Islands |
|
001-42780 |
|
61-2222606 |
(State or other jurisdiction of
incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
31 Hudson Yards, Floor 11, Suite
30
New York, NY 10001
(646) 801-0779
(Address, including zip code,
and telephone number, including area code, of registrant’s principal executive offices)
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 |
|
Name of each exchange on which registered |
| Ordinary Shares, par value $0.01 per share |
|
WYFI |
|
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.
The disclosure contained in
Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item
2.01. Completion of Acquisition or Disposition of Assets.
On October 28, 2026, WhiteFiber,
Inc. (the “Company”), through its wholly owned subsidiary, Enovum Data Centers Corp., a Canadian corporation (the “Buyer”),
completed the previously announced acquisition (the “Acquisition”) from Unifi Manufacturing, Inc. (“UMI”), a wholly
owned subsidiary of Unifi, Inc., of certain real property consisting of industrial/manufacturing building spaces and certain land underlying
and surrounding the same, located in Yadkin County, North Carolina (the “Property”), pursuant to a Real Estate Purchase and
Sale Agreement, dated as of August 16, 2026, by and between the Buyer and UMI (the “Purchase Agreement”). The Acquisition was
previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 17, 2026.
The aggregate purchase price
for the Property was $60.0 million in cash (the “Purchase Price”), consistent with the terms of the Purchase Agreement as originally
disclosed. An earnest money deposit of $2.25 million, previously deposited in escrow pursuant to the Purchase Agreement, was applied toward
the Purchase Price at closing.
Each of the two properties comprising
the Property is expected to be served with a minimum of 30 megawatts of gross electrical power supply, for a combined minimum of 60 megawatts
across the properties, with the potential for up to an additional 69 megawatts of gross electrical power supply per property to become
available within seven years after the closing date, representing a potential combined maximum of up to 198 megawatts across the properties,
in each case subject to the confirmation process contemplated by the Purchase Agreement.
The Purchase Agreement contains
customary representations and warranties, which survive for twelve months following the closing. UMI is not obligated to indemnify the
Buyer for breaches of representations and warranties until the Buyer’s losses, individually or in the aggregate, equal or exceed $0.1
million, at which point UMI is obligated to indemnify the Buyer for such losses in an amount not to exceed three percent (3%) of the Purchase
Price.
In connection with the closing,
UMI retained the right to occupy a portion of the Property on a post-closing basis pursuant to occupancy and partial leaseback arrangements
contemplated by the Purchase Agreement.
There were no material relationships,
other than in respect of the transactions contemplated by the Purchase Agreement, between the Buyer and UMI or any of its affiliates,
on the one hand, and the Company or any of its directors or officers, or any associate of any such director or officer, on the other hand.
The foregoing description of
the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase
Agreement, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission
on August 17, 2026, and is incorporated herein by reference. Capitalized terms used but not defined herein have the meanings given to
them in the Purchase Agreement.
Item
7.01. Regulation FD Disclosure.
On November 3, 2026, the Company
issued a press release announcing the completion of the Acquisition. A copy of the press release is attached hereto as Exhibit 99.1 and
is incorporated herein by reference.
The information contained in
this Item 7.01 of this Current Report and in Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor
shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly
set forth by specific reference in such filing.
Forward-Looking
Statements
This Current Report contains
forward-looking statements within the meaning of applicable securities laws relating to the business of the Company and its subsidiaries,
including statements regarding anticipated energy capacity at the Property and the Company’s expectations regarding future development
of the Property. These forward-looking statements are often identified by the use of forward-looking terminology such as “believes,”
“intends,” “expects,” “anticipated,” “currently expected” or similar expressions, and involve
known and unknown risks and uncertainties. Actual results and the timing of events may differ materially from the results anticipated
in these forward-looking statements as a result of a variety of factors, many of which are beyond the Company’s control. All information
set forth herein speaks only as of the date of this Current Report, and the Company disclaims any intention or obligation to update any
forward-looking statements as a result of new information, future developments or otherwise occurring after the date of this Current Report.
Item 9.01. Financial
Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 10.1 |
|
Real Estate Purchase and Sale Agreement, dated as of August 16, 2026, by and between Enovum Data Centers Corp. and Unifi Manufacturing, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K/A filed with the Securities and Exchange Commission on August 26, 2026). |
| 99.1 |
|
Press Release, dated November 3, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
| WHITEFIBER, INC. |
|
| |
|
|
| Date: November 3, 2026 |
|
| |
|
|
| By: |
/s/ Sam Tabar |
|
| Name: |
Sam Tabar |
|
| Title: |
Chief Executive Officer |
|
Exhibit 99.1
WhiteFiber Completes Acquisition of Two North Carolina Data Center
Development Sites and Provides NC-1 Update
NEW YORK, November 3, 2026 — WhiteFiber, Inc. (Nasdaq:
WYFI) (“WhiteFiber” or the “Company”), a provider of artificial intelligence infrastructure solutions, today announced
that, through its wholly owned subsidiary Enovum Data Centers Corp., it has completed the previously announced acquisition of two industrial
properties in Yadkin County, North Carolina, designated NC-2 and NC-3. The purchase price for the properties was $60 million, paid in
cash.
Located approximately 55 miles from WhiteFiber’s NC-1 campus
in Madison, North Carolina, the properties comprise approximately 120 acres of land and 500,000 square feet of existing warehouse space.
The properties are expected to provide a combined minimum of 60 megawatts (“MW”) of initial gross utility capacity, with the
potential to support up to approximately 200 MW within seven years following closing, subject to confirmation and power availability.
WhiteFiber intends to retrofit the properties into data center campuses, building on its regional development experience and operating
capabilities.
WhiteFiber has received non-binding letters of intent from a broad
range of prospective customers for capacity at NC-2 and NC-3 and expansion capacity at NC-1. These include proposals from investment-grade
counterparties and proposals incorporating investment-grade credit support. The Company is engaged in advanced discussions with prospective
customers across these opportunities.
WhiteFiber is targeting initial ready-for-service capacity at NC-2
and NC-3 in late 2027, subject to customary development conditions. WhiteFiber’s development spending plans are expected to be aligned
with definitive customer agreements and financing.
In connection with the acquisition, the seller will continue to occupy
portions of the properties under occupancy and partial leaseback arrangements. These arrangements are expected to offset a portion of
property carrying costs as WhiteFiber advances its development plans.
NC-1 Operational and Financing Update
Switchgear-related commissioning
issues interrupted service and billing for the first 20 MW IT data hall and delayed NC-1’s ramp to full contracted run-rate billing
beyond the previously anticipated August timeframe. Approximately 35 MW of the contracted 40 MW IT deployment is now operational, with
work ongoing to bring the remaining 5 MW online.
Capital investment required to deliver the initial contracted deployment
is substantially complete, with total development costs currently expected to remain within the Company’s initial budget.
WhiteFiber continues to advance financing for the initial contracted
deployment at NC-1 with the previously disclosed prospective lending group. The parties are working through the remaining documentation
and closing requirements. There can be no assurance that the financing will be completed.
“We are encouraged by the breadth of customer demand, including
proposals from investment-grade counterparties and proposals with investment-grade credit support,” said Sam Tabar, Chief Executive
Officer of WhiteFiber. “We are building on our development and operating experience in North Carolina to meet strong customer demand
across our portfolio. Our priority is to turn that demand into long-term contracts and develop capacity with the right customer and financing
commitments in place. We look forward to working closely with local stakeholders as we develop these sites and being a responsible long-term
partner to the community.”
WhiteFiber will report its third-quarter 2026 financial results on
November 10, 2026, and provide further financial and operating updates at that time.
About WhiteFiber, Inc.
WhiteFiber is a provider of artificial intelligence
("AI") infrastructure solutions. WhiteFiber owns high-performance computing data centers and provides cloud services to customers.
Our vertically integrated model combines specialized colocation, hosting, and cloud services engineered to maximize performance, efficiency,
and margin for generative AI workloads. For more information, visit www.whitefiber.com.
Follow us on LinkedIn
and X@WhiteFiber_.
Forward-Looking Statements
This press release may contain forward-looking
statements within the meaning of applicable securities laws. Such statements include, but are not limited to, statements about the Company’s
pursuit and potential completion of financing for the initial contracted deployment at NC-1, including the timing and satisfaction of
closing requirements; the Company’s ability to bring the remaining MW online;the Company’s plans to develop the properties
as data center campuses; expected utility capacity and targeted ready-for-service timelines; prospective customer interest and non-binding
letters of intent; and the expected benefits of the Company’s retrofit-first development strategy, including with respect to time-to-market
and capital efficiency. These statements may be identified by words such as “will likely result,” “are expected to,”
“will continue,” “will allow us to,” “is anticipated,” “estimated,” “expected”,
“believe,” “intend,” “plan,” “projection,” “outlook” or words of similar meaning.
These forward-looking statements are based upon the current beliefs and expectations of the Company’s management and are inherently
subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and
generally beyond our control. Actual results and the timing of events may differ materially from the results anticipated in these forward-looking
statements.
Actual results, performance or achievements may
differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking
statements are based. There can be no assurance that the forward-looking statements contained herein are reflective of future performance
to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance as projected
financial information and other information are based on estimates and assumptions that are inherently subject to various significant
risks, uncertainties and other factors, many of which are beyond our control. The Company undertakes no obligation to update any forward-looking
statements except as required by law. All forward-looking statements speak only as of the date of this press release.
Investor Contact
WhiteFiber
IR@whitefiber.com
