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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): May
21, 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) |
|
(IRS Employer
Identification No.) |
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)
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 |
|
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 7.01. Regulation FD Disclosure.
On May 21, 2026, WhiteFiber, Inc. (the “Company”)
issued a press release announcing that it had entered into a five-year agreement to provide AI compute infrastructure for an investment-grade
technology customer, located in the Paris region, using advanced NVIDIA GPU systems. The total contract value is in excess of $160 million
over the five-year term of the agreement, and service is expected to commence in July 2026, subject to final equipment delivery and acceptance
milestones. Further, the Company announced that it has secured third-party data center capacity in France to support the deployment, and
has entered into a binding term sheet for project-level financing, which is expected to close in June 2026. The project is expected to
be supported by customer prepayments, including 12 months of advance service fees, and project-level financing, with limited long-term
reliance on the Company’s corporate balance sheet and existing cash resources.
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 on Form 8-K (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, including the exhibit hereto,
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 ability to capture demand in the market, prospective customer demand, the Company’s pipeline,
the Company’s ability to obtain financing on favorable terms, the expected closing of the project-level financing arrangement, the
Company’s expected contracted revenue, the anticipated timing and deployment of the information technology load, the Company’s
position and ability to support AI infrastructure demand, the Company’s ability to capture the next phase of growth in AI infrastructure,
and the Company’s ability to formalize contracts with its customers. These statements are based on current expectations and involve
risks and uncertainties that may cause actual results to differ materially. 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 the Company’s control. Actual results and the timing of events may differ
materially from the results anticipated in these forward-looking statements. 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.
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 the Company’s control. All information set forth herein speaks
only as of the date hereof, 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 communication.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release, dated May 21, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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. |
| |
|
| Dated: May 21, 2026 |
By: |
/s/ Sam Tabar |
| |
Name: |
Sam Tabar |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
WhiteFiber Signs AI Compute Agreement with
Total Contract Value in Excess of $160 Million with Investment-Grade Technology Customer
New York, May 21, 2026 /PRNewswire/–
WhiteFiber, Inc. (Nasdaq: WYFI) (“WhiteFiber” or the “Company”), a leading provider of AI infrastructure and high-performance
computing solutions, today announced that it has entered into a five-year agreement to provide AI compute infrastructure for an investment-grade
technology customer. The deployment will be located in the Paris region and will utilize advanced NVIDIA GPU systems.
The agreement represents total contract value
in excess of $160 million over the five-year term and is expected to commence service in July 2026, subject to final equipment delivery
and acceptance milestones.
In connection with the deployment, WhiteFiber
has entered into a binding term sheet for project-level financing, which is expected to close in June 2026. The project is expected to
be supported by customer prepayments, including 12 months of advance service fees, and project-level financing, with limited long-term
reliance on WhiteFiber’s corporate balance sheet and existing cash resources.
“We continue to see strong demand for AI
compute infrastructure from enterprise customers globally,” said Sam Tabar, Chief Executive Officer of WhiteFiber. “This agreement
reflects our ability to originate large-scale AI compute deployments with long-duration, investment-grade customer commitments and capital-efficient
financing structures. It also expands our cloud footprint into Europe and reinforces that demand for high-performance AI infrastructure
is global.”
WhiteFiber has secured third-party data center
capacity in France to support the deployment.
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 our ability
to capture demand in the market, prospective customer demand, our pipeline, our ability to obtain financing on favorable terms, the expected
closing of the project-level financing arrangement, our expected contracted revenue, the anticipated timing and deployment of the information
technology load, our position and ability to support AI infrastructure demand, our ability to capture the next phase of growth in AI infrastructure,
and our ability to formalize contracts with our customers. These statements are based on current expectations and involve risks and uncertainties
that may cause actual results to differ materially. 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. 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.
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. All information set forth herein speaks only as of the date
hereof, and we disclaim 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 communication.
Investor Contact
WhiteFiber
IR@whitefiber.com
