WhiteFiber, Inc. (WYFI) SEC Filings & Earnings Calls

Parent company control risk

“As of the date of this proxy statement, Bit Digital, Inc., our parent company, holds approximately 59.7% of our outstanding ordinary shares. Accordingly, Bit Digital, Inc. will be able to approve each of the matters presented to a vote of our shareholders, even if no other shares are voted in favor of such proposals.” · word for word

Related-party debt concentration

“The Term Loan provides for loans of up to $100 million... bears interest at 9.5% per annum before a specified rate step-down event and 8% per annum thereafter.” · word for word

Key person dependency on parent

“Messrs. Tabar and Huang committed to provide the requisite time and effort to fulfill their responsibilities as full-time officers of WhiteFiber, supervising a full staff and were expected to provide certain services, representing not more than approximately 30% of their working time, in respect of Bit Digital's operations.” · word for word

Increased leverage and potential dilution from convertible notes.

“$500M convertible notes issued.”

Closing conditions include energy capacity confirmation and regulatory approvals

“subject to confirmation as a condition to Closing” · word for word

Customer concentration

“our reliance on anchor tenants at key data center sites, including our dependence on Nscale as the sole contracted tenant at our NC-1 campus” · word for word

GPU supply chain risk

“our ability to purchase GPUs on a timely basis to service our cloud service customers”

Power price volatility

“volatility in the supply and price of power in the open markets” · word for word

CFO transition and board resignation could indicate internal instability

“CFO resigned and transitioned to Senior Advisor; director also resigned simultaneously”

New CFO has limited experience as CFO (previously SVP of Finance and CAO)

“Justin Zhu previously served as SVP of Finance and Chief Accounting Officer; no prior CFO experience at public company”

High-cost bridge financing with 3% OID and 1.1x MOIC increases leverage and refinancing risk.

“Each Advance will be funded net of a 3% original issue discount... 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” · word for word

Dependence on permanent financing to step down collateral; failure could prolong secured debt exposure.

“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” · word for word

Related-party transaction with Bit Digital (lender) and WhiteFiber; fairness opinions mitigate but do not eliminate conflict risk.

“The Term Loan transaction was approved by an independent committee of each of the Company’s and Bit Digital’s Board of Directors.” · word for word

Execution risk on equipment delivery and acceptance milestones; project-level financing closing risk.

“service is expected to commence in July 2026, subject to final equipment delivery and acceptance milestones” · word for word

GPU supply chain risk

“our ability to purchase GPUs on a timely basis to service our cloud service customers”

Customer concentration

“significant customer concentration” · word for word

Power price volatility

“volatility in the supply and price of power in the open markets” · word for word

Extreme Customer Concentration

“Our Initial Customer accounted for approximately 70.7% of our revenue during the 12 months ended December 31, 2025.” · word for word

Capital Intensity and Financing Risk

“WhiteFiber operates in a capital-intensive industry and is subject to capital market and interest rate risks.” · word for word

GPU Supply Chain Disruption

“Disruptions, shortages or delays in WhiteFiber’s ability to source GPUs and price increases from suppliers may occur, and adversely affect WhiteFiber’s planned expansions and new project timelines.” · word for word

Power Supply and Cost Volatility

“We rely on third parties to provide power to our data centers, and we cannot ensure that these third parties will deliver such power in adequate quantities or on a consistent basis.” · word for word

Tariff Exposure on Construction Costs

“The tariffs the U.S. has imposed, or has considered imposing, on Canadian steel, aluminum and copper imports, are expected to increase the cost of WhiteFiber’s potential projects in the U.S.” · word for word

Presentation contains forward-looking projections; actual results may differ

“forward-looking statements ... actual results could differ materially”

Convertible notes may dilute equity if converted

“Convertible Senior Notes due 2031” · word for word

Preliminary estimates subject to completion of financial closing procedures; actual results may vary.

“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.” · word for word

Execution risk on construction timeline and financing.

“Billing for the initial 20 MW is anticipated to commence on April 30, 2026 ... The Company expects to formalize a credit facility in early Q1 2026” · word for word

Energy Supply Disruption

“A curtailment or disruption in energy supply in Iceland, Canada or the U.S. due to regulations and policies... may cause a substantial disruption or discontinuance of WhiteFiber’s data center operations.” · word for word

Customer Concentration

“Bit Digital owns approximately 71% of WhiteFiber. Significant customer concentration risk.”

Tariff Exposure

“Tariffs imposed by the U.S. on imports from Mexico and Canada... could increase WhiteFiber’s costs for key construction materials, specialized equipment, and labor.” · word for word

Early Stage / Limited History

“We are at an early stage of development of our business, currently have limited sources of revenue, and may not become profitable in the future.” · word for word

Supply Chain Disruption

“Supply chain disruptions may adversely affect WhiteFiber’s new project development.” · word for word

Customer concentration risk: winding down a customer representing ~$21M annualized cloud run rate

“began the process of winding down a customer arrangement that represents approximately $21 million of the Company’s annualized cloud run rate” · word for word

Net loss widened significantly due to IPO costs and higher operating expenses

“Net loss of $15.8 million compared to net loss of $0.4 million for the prior-year period” · word for word