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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 20, 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
(212) 463-5121
(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
1.01 Entry Into A Material Definitive Agreement
Bridge
Facility
On May 20, 2026 (the “Effective Date”), WhiteFiber Inc.’s
(the “Company”) wholly-owned subsidiary, Enovum NC-1 Venture, LLC (the “Borrower”), a Delaware limited liability
company, entered into a Delayed Draw Term Loan Facility and Security Agreement (the “Term Loan”) with Bit Digital Capital,
Inc. (the “Lender”), a Delaware corporation and wholly-owned subsidiary of Bit Digital, Inc. (“Bit Digital”) and
White Fiber Operating Partnership LP (the “Guarantor”). The Borrower intends to use the Term Loan for general corporate purposes,
which may include the completion of the buildout of the first phase of a high-performance computing (HPC) data center located in Madison,
North Carolina (“NC-1”), being developed by affiliates of the Company, subject to the timing of the closing of permanent financing,
as well as other growth initiatives. The Term Loan provides for loans in an aggregate principal amount of up to $100 million, which may
be increased to $150 million (the “Facility Size”) upon mutual agreement of the parties.
The term of the Term Loan (the “Facility Availability Period”)
is for nine months or, if extended by the Borrower upon written notice delivered no less than 30 days prior to the nine-month anniversary
of the Effective Date, for an additional three months. The interest rate is equal to 9.5% per annum before the Rate Step Down Event, and
8% thereafter. The “Rate Step Down Event” will occur when the Borrower has delivered reasonable evidence to the Lender that
the following conditions have been satisfied: (i) the development of a 40 megawatt phase I buildout of NC-1 has been substantially completed
and (ii) at least 80% of the phase I data center capacity has been leased to tenants at market rates.
The
Lender has agreed to make loans of not less than $1 million, each subject to the satisfaction of normal closing conditions. Each Advance
will be funded net of a 3% original issue discount, with the Borrower remaining liable for the full stated principal amount. The Borrower
will pay a commitment fee equal to 0.50% of the undrawn Facility Size, payable upon expiration of the Facility Availability Period. The
Borrower may elect, at its sole discretion, to have all or any portion of accrued and unpaid interest added to the outstanding principal
amount of an Advance on each Interest Payment Date (payment-in-kind). Payments to the Lender on any Advance as of such Advance’s
Maturity Date shall be no less than 1.1 multiplied by the principal amount of such Advance (excluding any original issue discount), less
the cumulative amount of all payments (including interest, payment-in-kind interest, and fees) received by the Lender in respect of such
Advance (the “MOIC Amount”). Any overdue amounts shall bear interest at the Default Rate, equal to the lesser of (i) the
Interest Rate plus 3.0% per annum or (ii) on any day, the highest rate of interest (if any) permitted by applicable law or regulation
on such day. There is no prepayment penalty, and prepayment will not reduce the MOIC Amount owed by the Borrower to the Lender.
No
later than the fifth Business Day following the date of receipt by the Borrower of any Net Cash Proceeds from any disposition of Collateral
not in the Ordinary Course of Business, the Borrower shall prepay the Advances in an aggregate amount equal to 100% of such Net Cash
Proceeds. The Collateral is defined as all of the Borrower’s rights, title and interest in all of the stock in Enovum NC-1 Topco,
Inc.
When Enovum NC-1 Bidco, LLC or another affiliate of Borrower obtains
loan financing from institutional investors or other form of permanent financing in respect of NC-1 (a “Collateral Step Down Event”),
the Lender has agreed to release any and all liens and security interests which it may have in respect of the Collateral. The Guarantor,
as the parent entity and 100% holder of the Borrower’s membership interests, has irrevocably and unconditionally guaranteed the
due and punctual payment in full of principal and interest on the draws under the Term Loan when the same become due, whether at stated
maturity, by required prepayment, declaration, acceleration, demand, or otherwise. Upon the occurrence of a Collateral Step Down Event,
any and all obligations of the Guarantor under the Term Loan, other than those obligations that arose prior to the Collateral Step Down
Event, shall be released.
Bridge
Facility – Fairness Opinions
Each of the Board of Directors of Bit Digital and the Company has received
the written opinion of Needham and Company LLC and Seaport Global Securities, LLC, respectively (the “Fairness Opinions”),
to the effect that, as of the date of such opinion and based upon and subject to the factors and assumptions set forth therein, the terms
of the Term Loan are fair, from a financial point of view, to Bit Digital and the Company and their unaffiliated minority shareholders,
respectively. The Term Loan transaction was approved by an independent committee of each of the Company’s and Bit Digital’s
Board of Directors. Bit Digital was represented in this transaction by Davidoff Hutcher & Citron LLP, and the Company was represented
by White & Case LLP.
All capitalized terms used in this Current Report on Form 8-K (this
“Current Report”), but not otherwise defined, have the meaning ascribed to such terms in the exhibit set forth herein as Exhibits
10.1. The foregoing description of the Term Loan is qualified in its entirety by reference to the full text of the agreements, which is
attached hereto as Exhibit 10.1 and incorporated herein by reference.
B.
Riley Assignment
On May 26, 2026, the Lender assigned a $20 million portion of an Advance
under the Term Loan to B. Riley Securities, Inc. (“B. Riley”), a Delaware corporation, pursuant to an Assignment and Assumption
Agreement (the “Assignment Agreement”) by and between the Lender and B. Riley. Pursuant to the Assignment Agreement, B. Riley
became a lender of record under the Term Loan with respect to such assigned Advance on the same economic terms as the Lender, including
the Interest Rate, MOIC Amount and security interest in the Collateral. The assigned Advance has a term of 90 days.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information contained in Item 1.01 to this Current Report concerning the Delayed Draw Term Loan Facility and Security Agreement with
Enovum NC-1 Venture, LLC, White Fiber Operating Partnership LP and Bit Digital Capital, Inc. is incorporated by reference herein.
Item
7.01. Regulation FD Disclosure.
On
May 27, 2026, the Company issued a press release announcing the Delayed Draw Term Loan Facility and Security Agreement. 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 and the exhibits hereto contain “forward-looking”
statements, as that term is defined under the federal securities laws, that are based on management’s beliefs and assumptions and
on information currently available to management. Forward-looking statements include statements concerning the Company’s expectations
regarding the use of the net proceeds of the Term Loan. In some cases, forward-looking statements can be identified by the use of terms
such as “may,” “will,” “might,” “to allow” or similar expressions. Forward-looking statements
involve known and unknown risks, uncertainties and other factors that may cause actual events to differ from the Company’s plans.
These risks include, but are not limited to, market risks, trends and conditions, and those risks included in the section titled “Risk
Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange
Commission (“SEC”) on March 26, 2026, its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026, filed
with the SEC on May 14, 2026, and other filings that the Company makes from time to time with the SEC, which are available on the SEC’s
website at www.sec.gov. In addition, forward-looking statements contained in this Current Report and the exhibits hereto are based on
assumptions that the Company believes to be reasonable as of the date of this Current Report. The Company assumes no obligation to update
these forward-looking statements as a result of new information, future events, changes in expectations or otherwise except to the extent
required by applicable law.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1+ |
|
Delayed Draw Term Loan Facility and Security Agreement effective May 20, 2026, by and among Enovum NC-1 Venture, LLC, Bit Digital Capital, Inc. and White Fiber Operating Partnership LP. |
| 99.1 |
|
Press Release, dated May 27, 2026. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
+
Certain of the schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant
agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.
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 27, 2026 |
By: |
/s/
Sam Tabar |
| |
Name: |
Sam
Tabar |
| |
Title: |
Chief
Executive Officer |
Exhibit 99.1
WhiteFiber Secures $100 Million Delayed Draw Facility to Support
Near-Term Growth Initiatives
New York, May 27, 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 $100 million delayed draw term loan facility with Bit Digital Capital,
Inc., a wholly owned subsidiary of Bit Digital, Inc. (Nasdaq: BTBT). The facility may
be increased to $150 million upon mutual agreement of the parties. B. Riley Securities, Inc. purchased a portion of the term loans under the facility from Bit Digital Capital, Inc.
The facility is intended to provide WhiteFiber
with additional financial flexibility to support near-term growth initiatives in both its data centers and cloud services businesses.
“This facility gives WhiteFiber added flexibility
to pursue near-term growth initiatives by bridging timing gaps between the start of a project and closing its associated permanent financing.
Meanwhile, we continue to advance non-dilutive permanent financing solutions, including our recently expanded and amended credit facility
with the Royal Bank of Canada, and ongoing progress on the permanent financing for NC-1, which we continue to expect to be completed in
the near-term.” said Sam Tabar, Chief Executive Officer of WhiteFiber. “Our focus remains on disciplined execution, bringing
contracted capacity online, and building a scalable infrastructure platform for the next generation of AI workloads.”
The facility is structured as a delayed draw term
loan facility. The company intends to use the proceeds for general corporate purposes, which may include the completion of the buildout
of the first phase of an HPC data center located in Madison, North Carolina, being developed by affiliates of the company, subject to
the timing of the closing of permanent financing, as well as other growth initiatives.
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 contains forward-looking statements
within the meaning of applicable securities laws. Such statements include, but are not limited to, statements about the intended use of
proceeds from the facility, the potential increase of the facility to $150 million, the Company’s pursuit of growth initiatives across
its data centers and cloud services businesses, the Company’s ability to secure additional non-dilutive capital solutions, the timing
for completion of the initial phase at our NC-1 facility, our ability to obtain financing on favorable terms, the expected completion
of permanent financing for NC-1, the anticipated timing and deployment of the information technology load, our ability to bring contracted
capacity online and build a scalable infrastructure platform, our position and ability to support AI infrastructure demand, and our ability
to capture the next phase of growth in AI infrastructure. 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. There can be no assurance that the forward-looking statements contained herein
are reflective of future performance to any degree. Actual results and the timing of events may differ materially from the results anticipated
in these forward-looking statements. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future
performance. For a more detailed discussion of risk factors that could affect the Company’s results, please refer to the Company’s filings
with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.
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
