WhiteFiber, Inc. 8-K

What Happened
WhiteFiber, Inc. (through its subsidiary Enovum NC-1 Venture, LLC) announced a Delayed Draw Term Loan Facility with Bit Digital Capital, Inc. effective May 20, 2026 and disclosed in an 8-K filed May 27, 2026. The facility provides for up to $100 million in loans (expandable to $150 million by agreement) to support general corporate purposes, including potential completion of the phase I buildout of a 40 MW high-performance computing (HPC) data center in Madison, NC (NC-1). The loan term availability period is nine months (with a possible three‑month borrower extension).

Key Details

• Facility size: up to $100 million, increaseable to $150 million by mutual agreement.
• Interest: 9.5% p.a. before a “Rate Step Down Event,” 8.0% thereafter; advances funded net of a 3% original issue discount (borrower liable for full principal).
• Rate Step Down Event: occurs when phase I 40 MW buildout is substantially complete and ≥80% of phase I capacity is leased at market rates.
• Minimum advance: $1 million; facility availability period: 9 months (plus optional 3-month extension by borrower).
• Fees & payback: 0.50% commitment fee on undrawn facility payable at expiration; payment-in-kind interest permitted; maturity payments must equal at least 1.1x principal (MOIC Amount) less prior payments; no prepayment penalty, but prepayments do not reduce MOIC.
• Security & guarantee: collateral is all stock of Enovum NC-1 Topco, Inc.; White Fiber Operating Partnership LP irrevocably guarantees payment until a Collateral Step Down Event (permanent financing for NC-1) releases liens and future guarantor obligations.
• Assignment: on May 26, 2026, Bit Digital assigned a $20 million portion of an advance to B. Riley Securities, Inc.; assigned tranche has a 90-day term and the same economic terms.
• Corporate approvals: independent committees and fairness opinions were obtained; legal counsel for parties noted in the filing.

Why It Matters
This agreement creates a material new debt facility and provides near-term liquidity to support WhiteFiber’s NC-1 data center buildout and other growth initiatives. Investors should note the relatively high interest cost (9.5% stepping down to 8%), the 3% original issue discount (which increases effective borrowing cost), and the secured nature of the loan (equity in NC-1 Topco pledged as collateral). The Collateral Step Down Event provisions mean liens and the guaranty can be released if permanent financing for NC-1 is obtained, so the facility is explicitly structured as bridge-style financing pending longer-term funding.