WhiteFiber, Inc.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On August 8, 2025, the Company completed its initial public offering (the “Offering”) of 9,375,000 ordinary shares, at a public offering price of $17.00 per share. All ordinary shares in the Offering were sold by WhiteFiber. The initial gross proceeds to WhiteFiber from the Offering were $159,375,000, before deducting aggregate underwriting discounts and commissions of $11,156,250 and offering expenses payable by WhiteFiber. Prior to the consummation of the Offering, Bit Digital, Inc. held all of the issued and outstanding ordinary shares of WhiteFiber. After giving effect to the Offering including the over-allotment option exercised by the underwriters in full, Bit Digital holds approximately 71.5% of the issued and outstanding ordinary shares of WhiteFiber. On September 2, 2025, the underwriters related to this initial public offering fully exercised their option to purchase an additional 1,406,250 ordinary shares, resulting in additional gross proceeds to WhiteFiber of $23,906,250, before deducting underwriting discounts and commissions and offering expenses.

Prior to the consummation of the Offering, the Company entered into a contribution agreement (the “Contribution Agreement”) with Bit Digital, pursuant to which Bit Digital contributed its HPC business through the transfer of 100% of the capital shares of its cloud services subsidiary, WhiteFiber AI, Inc. and its wholly-owned subsidiaries WhiteFiber HPC, Inc., WhiteFiber Canada, Inc., WhiteFiber Japan G.K. and WhiteFiber Iceland, ehf, to WhiteFiber in exchange for 27,043,749 ordinary shares of WhiteFiber (the “Contribution”). The Contribution became effective on August 6, 2025, when the registration statement on Form S-1, as amended (File No. No. 333-288650) (the “Registration Statement”), of WhiteFiber was declared effective by the SEC.

The effective date of the Registration Statement for which the use of proceeds is being disclosed was August 6, 2025. The Offering commenced on August 7, 2025. The securities which were registered were the Company’s ordinary shares, $.01 par value. As of August 31, 2025, the Company incurred approximately $13.9 million of offering expenses, including underwriting discounts and commissions, expenses paid to or for the underwriters, and for other expenses. As of August 31, 2025, the Company had expended approximately $4.2 million for the construction of plant, building and facilities, $0.5 million for the purchase and installment of machinery and equipment, and $nil for real estate. No material changes were made in the planned use of proceeds from our IPO as described in the related prospectus filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended.