UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September ~~August 28~~3, 2025

WHITEFIBER, INC.

(Exact name of registrant as specified in its charter)

Cayman Islands

001-42780

61-2222606

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(I.R.S. Employer

Identification Number)

31 Hudson Yards, Floor 11, Suite 30

New York, NY 10001

(212) 463-5121

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Ordinary Shares, par value $0.01 per share		WYFI		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 78.01 ~~Regulation~~Other ~~FD Disclosure~~Events.

OnAs previously disclosed, WhiteFiber, Inc. (the “Company”) entered into an underwriting agreement, dated August 286, 2025 (the “Underwriting Agreement”), ~~WhiteFiber~~with B. Riley Securities, Inc. and Needham & Company, aLLC, ~~Cayman Islands~~as ~~exempted~~representatives ~~company~~of the several underwriters (the “~~Company~~Underwriters”), in ~~made~~connection ~~available~~with anthe ~~investor~~initial ~~presentation~~public onoffering (the “IPO”) of its ~~website~~ordinary atshares, ~~https://www~~par value $0.~~whitefiber.com/investors.~~01 per share (the “Ordinary AShares”), ~~copy~~pursuant ofto which the ~~investor~~Company ~~presentation~~agreed isto ~~attached~~offer asand ~~Exhibit~~sell, ~~99.1~~and the Underwriters agreed to ~~this~~purchase, ~~Current~~9,375,000 ~~Report~~Ordinary onShares. The ~~Form~~IPO ~~8-K~~closed and isthe ~~incorporated~~Ordinary byShares ~~reference~~were ~~herein~~delivered on August 8, 2025.

The ~~information~~Underwriters ~~contained~~were inalso ~~this~~granted ~~Current~~a ~~Report on Form 8~~30-K,day ~~including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities~~option ~~Exchange~~to ~~Act~~purchase ofup ~~1934, as amended (the “Exchange Act”), or otherwise subject~~ to ~~the~~an ~~liabilities~~additional ~~of Section 18 of the Exchange Act~~1, ~~nor shall it be deemed incorporated by reference in any filing by the Company with the U.S. Securities and Exchange Commission under the Securities Act of 1933~~406,250 asOrdinary ~~amended,~~Shares orpursuant ~~the~~to ~~Exchange Act, unless~~ the ~~Company~~Underwriting ~~expressly sets forth by specific reference in such filing that such information is to be considered “filed” or incorporated by reference therein~~Agreement.

On September 2, 2025, the Underwriters fully exercised their option to purchase the additional 1,406,250 Ordinary Shares at the public offering price of $17.00 per share, resulting in additional gross proceeds to the Company of approximately $23.9 million. The exercise of the over-allotment option is expected to close on September 4, 2025, subject to customary closing conditions.

On September 3, 2025, the Company issued a press release announcing the exercise of the over-allotment option by the Underwriters. A copy of such press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) The following exhibits are being filed herewith:

Exhibit No.		Description
99.1		~~Investor~~Press ~~Presentation~~Release ofdated ~~WhiteFiber~~September 3, ~~Inc. as of August~~ 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	WHITEFIBER, INC.
Date: August 28, 2025	By:	/s/ Sam Tabar
Date: September 3, 2025	By:	/s/ Sam Tabar
	Name:	Sam Tabar
	Title:	Chief Executive Officer

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