WhiteFiber Inc 2025年度报告

FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31,2025 ☐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 Securities registered pursuant to Section 12(b) of the Exchange Act: Securities registered under Section 12(g) of the Exchange Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined inRule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ 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☐ 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 has filed a report on and attestation to its management’s assessment of the effectivenessof internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by its registered publicaccounting firm that provided or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The registrant was not a public company at June30, 2025, the last business day of the most recently completed second fiscal quarter,and therefore it cannot calculate the aggregate market value of its voting andnon-votingshareholders’ equity held bynon-affiliatesatsuch date. The registrant’s ordinary shares began trading on The Nasdaq Capital Market (“Nasdaq”) on August 7, 2025. At March 1, 2026, there were38,365,362ordinary shares outstanding. DOCUMENTS INCORPORATED BY REFERENCE: None. TABLEOF CONTENTS PART I1Item 1.Business1Item 1A.Risk Factors18Item 1B.Unresolved Staff Comments72Item 1C.Cybersecurity72Item 2.Properties73Item 3.Legal Proceedings73Item 4.Mine Safety Disclosures73PART II74Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities74Item 6.[Reserved]75Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations76Item 7A.Quantitative and Qualitative Disclosures About Market Risk88Item 8.Financial Statements and Supplementary DataF-1Item 9.Changes In and Disagreements with Accountants on Accounting and Financial Disclosure89Item 9A.Controls and Procedures89Item 9B.Other Information89Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections89PART III90Item 10.Directors, Executive Officers and Corporate Governance90Item 11.Executive Compensation95Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters102Item 13.Certain Relationships and Related Transactions, and Director Independence103Item 14.Principal Accountant Fees and Services105PART IV106Item 15.Exhibits and Financial Statements Schedules106Item 16.Form 10-K Summary108SIGNATURES109 FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY This Annual Report on Form 10-K (this “Annual Report”) contains “forward-lookingstatements” within the meaning of thePriv