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We believe we are a leading provider of artificial intelligence (“AI”) infrastructure solutions. We own high-performance computing (“HPC”) data centers and provide cloud-based HPC graphics processing units (“GPU”) services, which we term cloud services, for customers such as AI application and machine learning (“ML”) developers (the “HPC Business”). Our Tier-3 data centers provide hosting and colocation services. Our cloud services support generative AI workstreams, especially training and inference. In connection with this offering, we are being carved out of Bit Digital, Inc. and will operate as a separate public company upon the completion of this offering. Starting in October 2024, we significantly expanded our data center operations and capabilities by acquiring Enovum, a Tier-3 HPC data center platform based in Montreal, Canada. We currently operate a 4 MW (gross) AI data center located in Montreal, Canada (“MTL-1”). MTL-1 is a fully operational Tier-3 data center that is designed for HPC workloads. MTL-1’s full capacity is occupied by 14 customers under lease agreements with an average duration of approximately 30 months as of May 30, 2025. On December 27, 2024, we acquired the real estate and building for a build-to-suit 5 MW (gross) Tier-3 data center expansion project in Montreal (“MTL-2”). On April 11, 2025 we announced that we had secured the rights to a new data center site in Saint-Jérôme, Québec, a suburb of Montreal (“MTL-3”), which will be a 7 MW (gross) Tier-3 data center. Subject to our receipt of all required permits, MTL-3 will support a previously announced 5 MW (IT load) colocation agreement with Cerebras Wafer Scale ULC Systems (“Cerebras”), a leader in generative AI infrastructure. On May 20, 2025, we purchased a former industrial/manufacturing building together with the underlying land outside of Greensboro, North Carolina (the “Property”), which we intend to retrofit to create an HPC data center (“NC-1”). Pursuant to a Capacity Agreement between Enovum and Duke Energy, Duke Energy agreed to use commercially reasonable efforts to achieve 24 MW (gross) of service to the Property by September 1, 2025, 40 MW (gross) by April 1, 2026 and 99 MW (gross) within four years of May 16, 2025. Management believes based upon its review of the site and a Duke Energy preliminary transmission study, that the Property may receive and support up to 200 MW (gross) of total electrical supply over an extended period of time, subject to infrastructure upgrades, such as developing new substations and other conditions. MTL-2, MTL-3 and NC-1 were identified and sourced through our confidential pipeline of development or acquisition opportunities under letters of intent or evaluation, which continues to grow and expand geographically throughout North America. The MTL-2 data center is expected to be completed and operational in the fourth quarter of 2025 with a one-month delay before it begins to generate revenue. MTL-3 is expected to be completed and operational in the fourth quarter of 2025 with a one-month delay before it begins to generate revenue. We estimate that the initial capacity of 24 MW (gross) for the NC-1 site will be completed and operational in the first quarter of 2026. Management expects the NC-1 site will start to generate revenue in May 2026. The MTL-2, MTL-3 and NC-1 facilities are in various stages of being retrofitted into data centers. The foregoing timelines and capacities are subject to change based on many factors required in order to commence operations, many of which are outside of our control. The construction phases associated with the completion of the applicable facility are done in parallel in a process defined as commissioning. This work consists of the buildout of interior systems and mechanical, electrical and regulatory construction. Once all building systems perform interactively according to “design intent,” the commissioning is complete and the facility can be turned on. Based on their collective industry experience, our WhiteFiber data center team is adept at bringing new sites online on an accelerated timeline. We are aggressively pursuing our development pipeline and expect to add 12 MW (gross) of capacity, inclusive of the MTL-2 and MTL-3 sites, for total capacity of approximately 16 MW (gross), by the end of 2025. Management expects another 24 MW (gross) will be energized in the first quarter of 2026 and that an incremental 16 MW (gross) will be energized in the second quarter of 2026 for a total of 40 MW (gross) at the NC-1 site by the end of the second quarter of 2026. We intend to achieve an estimated 76 MW (gross) of total HPC data center capacity by the end of the fourth quarter of 2026, a target that is underpinned by assets including our MTL-2, MTL-3, and NC-1 facilities plus 20 MW (gross) of power that we expect to deliver from our confidential pipeline or through accelerating the number of energized MWs at NC-1 as compared to the timeline provided in the Capacity Agreement. As of June 30, 2025, our pipeline of potential data center projects represents approximately 1,300 MW (gross) under management review, including approximately 800 MW (gross) under non-binding and exclusive letters of intent, which may complement and accelerate future expansion. We follow a disciplined process prioritizing projects that are backed by customer lease commitments. In select cases, we may pursue early-stage acquisitions based on strong customer demand signals and defined commercialization pathways. Our ability to achieve our targeted MW capacity is conditioned upon our ability to obtain additional equity and/or debt financing, in addition to this offering. In addition to providing highly desirable data center hosting capacity to our customers, our business model integrates WhiteFiber data center infrastructure and WhiteFiber cloud services to provide scalable, high-performance computing solutions for enterprises, research institutions, and AI and ML driven businesses. Our integrated approach aligns specialized data center operations with GPU-focused cloud services, addressing the unique requirements of AI and ML workloads. These workloads demand greater power density, advanced cooling solutions, and robust bandwidth to handle large-scale data transfers. By operating our data centers, we are able to provide the power to support our cloud services and we believe we can better meet the needs of AI and ML workloads and reduce the complexity associated with procuring power and connectivity from external vendors. We can also design our facilities to accommodate the higher heat loads generated by modern GPUs, potentially shortening deployment timelines for customers who require rapid expansion of their computing infrastructure. From a financial standpoint, our vertically integrated solution allows us to capture additional margin for both our data center and cloud services businesses, avoiding expenses that would otherwise be due to third-party providers. Our WhiteFiber cloud services business provides cutting-edge, bespoke services involving a sophisticated array of computers and chips, including NVIDIA GPUs, servers, network equipment, and data storage solutions. We believe we provide our cloud services customers with the highest levels of performance and reliability while offering flexibility to scale with customer needs. We have developed a software layer to be integrated into our cloud services solutions that will assist our customers in the deployment of AI applications with superior performance. We currently offer our cloud services at a data center maintained by a third-party colocation provider in Iceland (the “Iceland Data Center”) and are negotiating with third-party providers to seamlessly integrate our cloud services at data centers across key regions in Europe, North America and Asia. In the fourth quarter of 2023, we secured our first cloud customer through a three-year Master Service Agreement dated November 9, 2023 to provide services using our advanced AI equipment. For the three months ended March 31, 2025 and 2024, our WhiteFiber cloud service business recognized revenue of $14.8 million and $8.1 million, respectively. Such revenue for the 12 months ended December 31, 2024 and 2023 was $45.7 million and $0, respectively. As of June 30, 2025, WhiteFiber had approximately 4,500 NVIDIA GPUs deployed, with approximately 4,000 GPUs under contract. Our executive office is located in New York, New York.
