WhiteFiber Inc美股招股说明书(2025-08-08版)

WHITEFIBER, INC. 9,375,000Ordinary Shares Thisis the initial public offering of Ordinary Shares of WhiteFiber,Inc.We are offering9,375,000Ordinary Shares to be sold in this offering.The initial public offering price is$17.00per share. Currently,no market exists for our Ordinary Shares.We have received approval to list ourOrdinary Shares on the Nasdaq Capital Market under the symbol “WYFI.” Weare a“smaller reporting company”and an“emerging growth company,”each as definedunderthe federal securities laws and,as such,may elect to comply with certain reduced publiccompanyreportingrequirementsforthisandfuturefilings.See“ProspectusSummary—ImplicationsofBeingaSmallerReportingCompany”and“ProspectusSummary—Implications of Being an Emerging Growth Company.” Upon the completion of this offering, Bit Digital, Inc. will hold approximately74.3% of ourissued and outstanding Ordinary Shares and will be able to exercise approximately74.3% of the totalvotingpower of our issued and outstanding Ordinary Shares immediately after the consummation ofthisoffering(or approximately 71.5%,in each case,if the underwriters exercise their option infullto purchase additional Ordinary Shares).As a result,we will be a“controlled company”asdefinedunder the Nasdaq Listing Rules and qualify for exemptions from certain Nasdaq corporategovernancerequirements.Although we do not intend to utilize any exemptions from the Nasdaqcorporate governance standards upon completion of this offering, we may utilize any or all of theseexemptionsat any time at our discretion until we cease to be a“controlled company.”For moreinformationincluding a more detailed description of risks related to being a“controlledcompany,”see“Prospectus Summary—Implicationsof Being a Controlled Company”and“RiskFactors—Risks Relating to Our Business and Industry—We will be a“controlled company”asdefinedunder the Nasdaq Listing Rules.Although we do not intend to rely on the“controlledcompany”exemptions under the Nasdaq Listing Rules, we could elect to rely on one or more of theseexemptionsin the future and you will not have the same protection afforded to shareholders ofcompanies that are subject to these corporate governance requirements.” Sam Tabar, our Chief Executive Officer, David Andre, a member of our board of directors uponcompletion of this offering, and Billy Krassakopoulos, our President and Chief Executive Officer ofEnovum Data Centers Corp.,will purchase an aggregate of 68,234 Ordinary Shares in this offering onthe same terms as the other investors participating in the offering. Investingin our Ordinary Shares involves a high degree of risk.See“RiskFactors”beginning on page20to read about factors you should consider beforebuyingour Ordinary Shares. NeithertheSecuritiesandExchangeCommissionnoranystatesecuritiescommissionhasapprovedordisapprovedofthesesecuritiesorpassedupontheaccuracyor adequacy of this prospectus.Any representation to the contrary is acriminaloffense. Wehave granted a 30-day option to the underwriters to purchase up to 1,406,250 additionalOrdinary Shares solely to coverover-allotments, if any. Theunderwriters expect to deliver the Ordinary Shares to purchasers on or about August 8,2025, through thebook-entryfacilities of The Depository Trust Company. B. Riley Securities Needham&Company MacquarieCapital RothCapital Partners ClearStreet Craig-Hallum Thedate of this prospectus is August 6,2025 TABLEOF CONTENTS Table of Contents Throughand including August 31,2025(25daysafter the date of thisprospectus),all dealers that buy,sell or trade our Ordinary Shares,whetheror not participating in this offering,may be required to deliver aprospectus.This is in addition to the dealers’obligation to deliver aprospectuswhen acting as underwriters and with respect to their unsoldallotmentsor subscriptions. Forinvestors outside of the UnitedStates:Neither we nor any of theunderwritershave done anything that would permit this offering or possession ordistributionof this prospectus in any jurisdiction where action for that purpose isrequired,other than in the UnitedStates.Persons outside the UnitedStateswhocome into possession of this prospectus must inform themselves about, and observe anyrestrictionsrelating to,the offering of Ordinary Shares and the distribution ofthis prospectus outside of the UnitedStates. ABOUTTHIS PROSPECTUS Youshould rely only on information contained in this prospectus any applicableprospectussupplement or any free writing prospectus filed by us with the Securitiesand Exchange Commission, or the SEC.Neither the delivery of this prospectus nor thesaleof our securities means that the information contained in this prospectus iscorrect after the date of this prospectus. Thisprospectus is not an offer to sell or the solicitation of an offer to buyour securities in any circumstances under which the offer or solicitation is unlawfulorin any state or other jurisdiction where the offer is not permitted.Theinformationcontained in this