White Fiber, Inc.

S-11 ea0248382-s1_white.htm REGISTRATION STATEMENT

AS FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION ON JULY 11, 2025

Registration Statement No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

**REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

WHITEFIBER, INC.

(Exact name of Registrant as specified in its Charter)

31 Hudson Yards, Floor 11, Suite 30

New York, New York 10001

(212) 463-5121

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

N/A

(Former name or former address, if changed since last report)

**Sam Tabar

Chief Executive Officer

31 Hudson Yards, Floor 11, Suite 30

New York, New York 10001

(646) 801-0779

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

The information in this prospectus is not complete and may change. We may not sell these securities, or accept an offer to buy these securities, until the Registration Statement filed with the Securities and Exchange Commission, of which this prospectus is a part, is effective. This prospectus is not an offer to sell these securities and is not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

PROSPECTUS

WHITEFIBER, INC.

** Ordinary Shares**

This is the initial public offering of Ordinary Shares of WhiteFiber, Inc. We are offering Ordinary Shares to be sold in this offering. We expect the initial public offering price per share to be in the range of $ to $ per share.

Currently, no market exists for our Ordinary Shares. We have applied to list our Ordinary Shares on the Nasdaq Capital Market under the symbol “WYFI.”

We are a “smaller reporting company” and an “emerging growth company,” each as defined under the federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements for this and future filings. See “Prospectus Summary – Implications of Being a Smaller Reporting Company” and “Prospectus Summary – Implications of Being an Emerging Growth Company.”

Upon the completion of this offering, Bit Digital, Inc. will hold approximately 80% of our issued and outstanding Ordinary Shares and will be able to exercise approximately 80% of the total voting power of our issued and outstanding Ordinary Shares immediately after the consummation of this offering, irrespective of whether the underwriters exercise their over-allotment option. As a result, we will be a “controlled company” as defined under the Nasdaq Listing Rules and qualify for exemptions from certain Nasdaq corporate governance requirements. Although we do not intend to utilize any exemptions from the Nasdaq corporate governance standards upon completion of this offering, we may utilize any or all of these exemptions at any time at our discretion until we cease to be a “controlled company.” For more information including a more detailed description of risks related to being a “controlled company,” see “Prospectus Summary – Implications of Being a Controlled Company” and “Risk Factors – Risks Relating to Our Business and Industry –We will be a “controlled company” as defined under the Nasdaq Listing Rules. Although we do not intend to rely on the “controlled company” exemptions under the Nasdaq Listing Rules, we could elect to rely on one or more of these exemptions in the future and you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.”

Investing in our Ordinary Shares involves a high degree of risk. See “Risk Factors” beginning on page 17 to read about factors you should consider before buying our Ordinary Shares.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

We have granted a 30-day option to the underwriters to purchase up to additional Ordinary Shares solely to cover over-allotments, if any.

The underwriters expect to deliver the Ordinary Shares to purchasers on or about , 2025, through the book-entry facilities of The Depository Trust Company.

TABLE OF CONTENTS

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Through and including , 2025 (25 days after the date of this prospectus), all dealers that buy, sell or trade our Ordinary Shares, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

For investors outside of the United States: Neither we nor any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of Ordinary Shares and the distribution of this prospectus outside of the United States.