23. SUBSEQUENT EVENTS

At the market offering

Subsequent to June 30, 2026, the Company sold 7,211,736 ordinary shares for aggregate proceeds of approximately $12.5 million pursuant to the at-the-market offering agreement with H.C. Wainwright & Co., LLC. The Company received net proceeds of $12.3 million, net of offering costs.    

Syndicated RBC Credit Facility Agreement

On July 6, 2026, WhiteFiber’s wholly-owned subsidiary, Enovum Data Center Corp. entered into a syndicated credit agreement (“Syndicated RBC Credit Facility Agreement”). See Note 13. Debt for additional information.

Delayed Draw Term Loan Facility and Security Agreement

On July 27, 2026, WhiteFiber drew down an additional $20 million and on July 31, 2026, WhiteFiber drew down an additional $10 million under its existing Delayed Draw Term Loan Facility agreement with Bit Digital Capital, Inc.

Data center lease in Sydney

On July 30, 2026, WhiteFiber Australia II Pty Ltd (f/k/a Aurix Digital Pty Ltd), a subsidiary of WhiteFiber, entered into a lease of data center space in Sydney, Australia to expand our cloud services offering. The lease, which is guaranteed by WhiteFiber, Inc., is scheduled to commence in the fourth quarter of 2026, has a term of 59 months, and carries a monthly rent of AUD 488 thousand (approximately $344 thousand). 

Investment Security

On August 10, 2026, WhiteFiber entered into the PIPE Share Purchase Agreement with SAIHEAT Limited for aggregate proceeds of approximately $1.0 million at a per-share purchase price of $18.15 per share. Refer to Note 11. Investment Security for additional information.

Issuance of preference shares

On August 11, 2026, the Board of Directors approved the issue of an additional 1,000,000 preference shares with the same exact features of the 1,000,000 issued and outstanding preference shares. These preference shares are being issued to the following persons for services resulting in the growth of the Company, and particularly during the transition period following WhiteFiber’s initial public offering. Sam Tabar, Chief Executive Officer (200,000 shares), Erke Huang, Chief Financial Officer (200,000 shares in the name of Even Green Holdings Limited) and two other members of management were issued 400,000 shares and 200,000 shares, respectively, or an aggregate of 1,000,000 preference shares which were valued by the Company at $2,000,000. An aggregate of 1,000,000 ordinary shares were forfeited back to the Company for zero consideration by the four above-named persons. 

Forward Looking Statements

The discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed financial statements and the related notes included elsewhere in this report. Except for the statements of historical fact, this report contains “forward-looking information” and “forward-looking statements reflecting our current expectations that involve risks and uncertainties (collectively, “forward-looking information”) that is based on expectations, estimates and projections as at the date of this Form 10-Q. 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 Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025 (Annual Report) and any subsequently filed Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K. Investors should not place undue reliance on these forward-looking statements, which speak only as of the date of this report. 

The following discussion may contain forward-looking statements that reflect the Company’s plans, estimates and beliefs. 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 Securities and Exchange Commission and available on its website at http://www.sec.gov. If any material risk were 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 of 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.