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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):
November 9, 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.
On November 9, 2026, Enovum NC-1 Midco, LLC, a Delaware limited
liability company (“Holdings”), and Enovum NC-1 Bidco, LLC, a Delaware limited liability company and direct wholly owned
subsidiary of Holdings (the “Borrower”), each an indirect wholly owned subsidiary of WhiteFiber, Inc., entered into a
Term Loan Credit Agreement (the “Credit Agreement”) with Morgan Stanley Senior Funding, Inc., as administrative agent
and collateral agent, and a consortium of lenders party thereto. Morgan Stanley Senior Funding, Inc. also served as a lead arranger
and lead bookrunner.
The Credit Agreement provides for $300.0 million of term loan commitments,
consisting of a $200.0 million initial term loan facility and a $100.0 million delayed-draw term loan facility. Initial funding is subject
to satisfaction or waiver of conditions relating to readiness and customer acceptance of the first 40 megawatts of capacity at the Borrower’s
NC-1 data center and other customary conditions. Initial funding is scheduled to occur within 30 days after the Credit Agreement’s
closing date, subject to up to two successive 30-day extensions under the Credit Agreement. The delayed-draw availability period begins
on the later of initial funding and receipt of monthly financial statements for the first three consecutive full calendar months following
delivery and ends six months after initial funding. Delayed-draw borrowings are subject to final completion of the first 40-megawatt phase
of the NC-1 data center project, pro forma financial tests and other conditions. Amounts repaid or prepaid may not be reborrowed.
As of the date of this report, no loans had been funded under the Credit
Agreement.
Loan proceeds, when funded, may be used to pay or reimburse Phase 1
construction and punch-list costs for the Borrower’s NC-1 data center in Madison, North Carolina, fund required reserves and pay
transaction expenses, subject to the Credit Agreement’s terms. Proceeds may also be used to make permitted distributions to equity
holders, subject to the Credit Agreement’s terms.
At the Borrower’s election, loans bear interest at Term SOFR,
subject to a 2.00% floor, plus 6.00% per annum, or the base rate, subject to a 3.00% floor, plus 5.00% per annum. A commitment fee accrues
on unused commitments from the closing date until their expiration or termination, including by funding. Outstanding obligations bear
an additional 2.00% per annum during an event of default. The Borrower must also pay arranger and structuring fees and lender premiums,
including an upfront premium payable at closing and funding premiums payable upon each borrowing.
Both facilities mature on the fifth anniversary of the initial funding
date. Initial term loans amortize quarterly at 2.50% of the principal amount funded at initial funding, beginning with the quarter ending
March 31, 2027. Delayed-draw term loans also amortize quarterly at 2.50%, beginning with the quarter ending on or after the first delayed
draw, as calculated and adjusted under the Credit Agreement. Remaining principal is payable at maturity.
Holdings guarantees the Borrower’s obligations under a Guarantee
Agreement. Under a Collateral Agreement, the Borrower and Holdings grant security interests in substantially all of the assets of the
Borrower, Holdings’ equity interests in the Borrower and indebtedness owed to Holdings, subject to permitted liens, exclusions and
other limitations in the loan documents. The Credit Agreement also requires a mortgage on the NC-1 data center as a condition to initial
funding. Before initial funding, White Fiber Operating Partnership LP (the “Operating Partnership”) will be required to deliver
an unsecured guarantee of Phase 1 completion, including cost overruns, and specified project carry costs. The guarantor’s minimum
net-worth and liquidity requirements remain subject to finalization before initial funding. The loans are not guaranteed by WhiteFiber,
Inc.
Specified voluntary and mandatory prepayments, repayments, accelerations
and lender assignments are subject to a make-whole premium before the second anniversary of initial funding, a 2.00% premium from the
second anniversary until the third anniversary, and a 1.00% premium from the third anniversary until the fourth anniversary, with no premium
thereafter. Excess-cash-flow prepayments are excluded from these premiums. Mandatory prepayments apply to specified asset-sale and debt-incurrence
proceeds, excess cash flow and customer letter-of-credit drawings and termination proceeds, subject to exceptions set forth in the Credit
Agreement.
The Credit Agreement contains financial maintenance and operating covenants,
including restrictions on distributions and incurrence of indebtedness and liens. Beginning with the test period ending March 31, 2027,
the Borrower is required to maintain a minimum debt service coverage ratio and a maximum debt to net operating income ratio. These financial
covenants are subject to specified equity-cure rights.
Events of default include payment and covenant defaults, specified
project- and customer-agreement defaults, and terminations or material defaults under certain downstream customer arrangements of which
the Borrower has actual knowledge. Such events may result in termination of commitments and acceleration of outstanding loans, subject
to applicable qualifications and cure periods.
The foregoing description of the Credit Agreement does not purport
to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, which WhiteFiber will file as an
exhibit to its next Annual Report on Form 10-K.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form
8-K is incorporated by reference into this Item 2.03.
Forward-Looking Statements
This report contains forward-looking statements, including statements
about anticipated funding under the Credit Agreement, the use of loan proceeds, project completion and guarantee delivery. These statements
reflect current expectations and are subject to risks and uncertainties, including the satisfaction or waiver of funding conditions, construction
delays and cost overruns, and changes in financing costs. Actual results may differ materially, and there can be no assurance that funding
will occur as anticipated or at all. Additional risks are described in WhiteFiber’s filings with the Securities and Exchange Commission.
These statements speak only as of the date of this report. WhiteFiber undertakes no obligation to update these statements except as required
by law.
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 10, 2026
| By: |
/s/ Sam Tabar |
|
| Name: |
Sam Tabar |
|
| Title: |
Chief Executive Officer |
|
