WhiteFiber Inc 2025年季度报告

FORM10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period endedJune 30,2025 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission file number:001-42780 WHITEFIBER, INC.(Exact name of registrant as specified in its charter) Cayman Islands61-2222606(State or other jurisdiction of(I.R.S. Employer 31 Hudson Yards,Floor 11,Suite 30,New York,NY10001(Address of principal executive offices)(Zip Code) Registrant’s telephone number:(646)801-0779 Securities registered pursuant to Section 12(b) of the Exchange Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.Yes☐No☒The registrant became a reporting Companyon August 6, 2025. Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ As of September 8, 2025, the registrant had outstanding37,825,000Ordinary Shares, $0.01 par value per share. TABLEOF CONTENTS CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSiiPART IItem 1.Financial Statements.1Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.28Item 3.Quantitative and Qualitative Disclosures about Market Risk.47Item 4.Controls and Procedures.47PART IIItem 1.Legal Proceedings.48Item 1A.Risk Factors.48Item 2.Unregistered Sales of Equity Securities and Use of Proceeds.48Item 3.Defaults Upon Senior Securities.48Item 4.Mine Safety Disclosures.48Item 5.Other Information.48Item 6.Exhibits.49SIGNATURES51 CAUTIONARY STATEMENT REGARDINGFORWARD-LOOKINGSTATEMENTS Thisreport contains forward-looking statements regarding us and our business strategies,market potential,future financialperformance and other matters that involve substantial risks and uncertainties. All statements other than statements of historical factscontained in this report, including statements regarding our strategy, future financial condition, future operations, plans, objectives ofmanagement, and expected market growth, are forward-lookingstatements. The words “believe,” “expect,” “estimate,” “could,”“should,” “intend,” “may,” “might,” “will,” “target,” “potential,” “goal,” “objective,” “plan,” “seek,” “anticipate,” “project” andsimilar expressions, among others, generally identify “forward-lookingstatements,” which speak only as of the date the statementswere made. The matters discussed in these forward-lookingstatements are subject to risks, uncertainties and other factors that couldcause actual results to differ materially from those projected, anticipated or implied in the forward-lookingstatements. In particular,information included under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and othersections of this report contain forward-lookingstatements. Where, in any forward-lookingstatement, an expectation or belief as tofuture results or events is expressed, such expectation or belief is based on the current plans and expectations of WhiteFiber’s (asdefined below) management and expressed in good faith and believed to have a reasonable basis, but there can be no assurance that theexpectation or belief will result or be achieved or accomplished. Whether any such forward-lookingstatements are in fact achievedwill depend on future events, some of which are beyond WhiteFiber’s control. You should realize that if underlying assumptions prove inaccurate, or known or unknown risks or uncertainties materialize, our actualresults and financial condition could vary materially from expectations and projections expressed or implied in our forward-lookingstatements. Risks and uncertainties include, but are not limited to: our ability to integrate the operat