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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 13, 2025
WHITEFIBER, INC.
(Exact name of registrant as specified in its
charter)
| Cayman Islands |
|
001-42780 |
|
61-2222606 |
|
(State or other jurisdiction of
incorporation
or organization) |
|
(Commission File Number)
|
|
(I.R.S. Employer
Identification Number) |
31 Hudson Yards, Floor 11, Suite 30
New York, NY 10001
(212) 463-5121
(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 |
|
|
|
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 2.02. Results of Operations and Financial
Condition.
On November 13, 2025, WhiteFiber, Inc. (the “Company”)
is issuing a press release and holding a conference call regarding its financial results for the quarter ended September 30, 2025. A copy
of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
This information in this Item 2.02 shall not be
deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities
Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 7.01. Regulation FD Disclosure.
On November 13, 2025, the Company will hold its
third quarter earnings call and references will be made stating, in substance, that since September 30, 2025, the Company began the process
of winding down a customer arrangement that represents approximately $21 million of the Company’s annualized cloud run rate. Because
discussions are ongoing, the Company cannot comment further on the specific counterparty or details of the proposed agreement. The Company
expects the relationship to be concluded through a mutual termination once documentation is finalized.
By furnishing this Report, the Company makes no
admission as to the materiality of any information in this Report, including the statements made in the preceding paragraph.
The information in this Item 7.01, shall not
be deemed “filed” for purposes of Section 18 of the Exchange Act, and shall not be deemed incorporated by reference into
any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) The following exhibits are being filed herewith:
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release dated November 13, 2025, titled “WhiteFiber, Inc. Reports Third Quarter 2025 Results.” |
| |
|
| 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 13, 2025 |
By: |
/s/ Sam Tabar |
| |
Name: |
Sam Tabar |
| |
Title: |
Chief Executive Officer |
