Business Context and Reporting Period
Company: WhiteFiber, Inc. (WYFI)
Filing Type: Form 8-K (Current Report)
Date of Report: May 20, 2026
Reporting Period: Event-based filing regarding a material definitive agreement entered into on May 20, 2026.
The Company, through its wholly-owned subsidiary Enovum NC-1 Venture, LLC, entered into a Delayed Draw Term Loan Facility to fund general corporate purposes, specifically the buildout of the first phase of a high-performance computing (HPC) data center in Madison, North Carolina ("NC-1").
Key Financial Metrics and Transaction Terms
This filing details a financing arrangement rather than periodic financial performance. Key metrics related to the agreement include:
- Facility Size: Up to $100 million, with an option to increase to $150 million upon mutual agreement.
- Interest Rate: 9.5% per annum initially, stepping down to 8% upon satisfaction of specific conditions (substantial completion of 40MW Phase I and 80% lease-up).
- Term: Nine-month availability period, extendable by an additional three months.
- Costs and Fees: 3% original issue discount (OID) on advances; 0.50% commitment fee on undrawn amounts payable at expiration.
- Repayment Structure: Minimum return of 1.1x the principal amount (MOIC Amount) at maturity, excluding OID. Interest may be paid in-kind (PIK).
- Collateral: All rights, title, and interest in the stock of Enovum NC-1 Topco, Inc.
- Assignment: On May 26, 2026, a $20 million portion of an advance was assigned to B. Riley Securities, Inc.
Note: The filing does not provide current revenue, profit, cash flow, or existing debt levels for the Company.
Material Changes and Transaction Details
The primary material change is the creation of a new direct financial obligation via the Term Loan. Key structural features include:
- Use of Proceeds: Completion of the NC-1 data center Phase I buildout and other growth initiatives, subject to the timing of permanent financing.
- Prepayment: No prepayment penalty, though prepayment does not reduce the MOIC Amount owed. Mandatory prepayment is required with 100% of net cash proceeds from collateral dispositions outside the ordinary course of business.
- Security Release: Liens and guarantees will be released upon a "Collateral Step Down Event," defined as obtaining institutional or permanent financing for NC-1.
- Fairness Opinions: Independent fairness opinions were obtained from Needham and Company LLC and Seaport Global Securities, LLC, confirming the terms are fair to the Company and Bit Digital.
Guidance, Outlook, and Risks
Management Commentary and Outlook: The Company intends to utilize the facility to advance the NC-1 project. The interest rate reduction to 8% is contingent upon achieving specific development and leasing milestones (40MW completion and 80% lease-up).
Risks and Contingencies: The filing includes standard forward-looking statement disclaimers. Risks include market conditions, the ability to secure permanent financing to trigger the collateral release, and the ability to meet the "Rate Step Down Event" conditions. The transaction involves a related party (Bit Digital Capital, Inc., a subsidiary of Bit Digital, Inc.), which was approved by independent committees of both boards.
Investor Verification Checklist
- Verify the Company's current liquidity position and ability to service the 9.5% interest rate (including PIK options) prior to permanent financing.
- Confirm the status of the NC-1 data center buildout and current leasing commitments to assess the likelihood of the interest rate step-down.
- Review the full text of the Delayed Draw Term Loan Facility (Exhibit 10.1) for specific covenants and default triggers not summarized here.
- Monitor for the closing of permanent financing, which is required to release the collateral and guarantor obligations.
- Check subsequent filings for the actual drawdown amounts and the impact of the 3% OID on net proceeds.