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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): January 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
(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 |
|
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
2.02. Results of Operations and Financial Condition.
On
January 21, 2026, WhiteFiber, Inc. (the “Company”) announced preliminary estimated revenue and cost of revenue (exclusive
of depreciation) for the three months and year ended December 31, 2025. The Company also announced preliminary estimated cash and cash
equivalents as of December 31, 2025. Based upon preliminary estimated financial results, the Company expects preliminary unaudited revenue
and cost of revenue (exclusive of depreciation) for the three months ended December 31, 2025 will be approximately $22.7 million to $25.1
million, and $7.9 million to $8.7 million, respectively, and for the year ended December 31, 2025 will be approximately $78.3 million
to $80.7 million, and $28.7 million to $29.5 million, respectively. The Company expects preliminary unaudited cash and cash equivalents
as of December 31, 2025 will be approximately $112.4 million to $124.2 million.
The
unaudited revenue, and cost of revenue (exclusive of depreciation), for the three months and year ended December 31, 2025, and cash and
cash equivalents, as of December 31, 2025, reflects the Company’s preliminary estimates with respect to such results based on currently
available information and is subject to completion of its financial closing procedures. The Company’s financial closing procedures
for the three months and year ended December 31, 2025 are not yet complete and, as a result, its actual results may vary from the estimated
preliminary results presented here.
The
preliminary estimates presented herein have been prepared by, and are the responsibility of, management. Audit Alliance LLP, our independent
registered public accounting firm, has not audited, reviewed, compiled, or performed any procedures with respect to the preliminary financial
information. Accordingly, Audit Alliance LLP does not express an opinion or any other form of assurance with respect thereto.
The
information contained in this Item 2.02 is being furnished and 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 under that
section, or 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.
Forward-Looking
Statements
This
Current Report on Form 8-K (this “Current Report”) contains “forward-looking statements” relating to the business
of the Company and its subsidiaries. All statements, other than statements of historical fact, included herein are “forward-looking
statements.” These forward-looking statements are often identified by the use of forward-looking terminology such as “believes,”
“intends,” “expects,” or similar expressions, involving known and unknown risks and uncertainties. Although the
Company believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks
and uncertainties, and these expectations may prove to be incorrect. Investing in our securities involves a high degree of risk. Before
making an investment decision, you should carefully consider the risks, uncertainties and forward-looking statements described under
“Risk Factors” in our prospectus related to our initial public offering filed with the Securities and Exchange Commission
(the “SEC”) pursuant to Rule 424(b)(4) of the Securities Act on August 8, 2025 and in the other reports that we may file
with the SEC from time to time. Investors should not place undue reliance on these forward-looking statements, which speak only as of
the date of this Current Report.
The
Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety
of factors, including those discussed in the Company’s periodic reports that are filed with the SEC and available on its website
at http://www.sec.gov. If any material risk was to occur, our business, financial condition or results of operations would likely
suffer. In that event, the value of our securities could decline and you could lose part or all of your investment. Additional risks
not presently known to us or that we currently deem immaterial may also impair our business operations. In addition, our past financial
performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results in
the future. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their
entirety by these factors. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking
statements.
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:
January 21, 2026 |
By: |
/s/
Sam Tabar |
| |
|
Name: |
Sam
Tabar |
| |
|
Title: |
Chief Executive Officer |
