PWCM 8-K
Powercompute, Inc. (PWCM)
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): |
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
||
|
|
|
|
|
|
||||
|
||||
(Address of Principal Executive Offices) |
|
(Zip Code) |
||
Registrant’s Telephone Number, Including Area Code: |
|
(Former Name or Former Address, if Changed Since Last Report)
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:
|
|
Trading |
|
|
|
|
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 1.01 Entry into a Material Agreement
The information contained under Item 2.03 below is hereby incorporated by reference into this Item 1.01
Item 2.03 Creation of a Direct Financial Obligation
Loan from Arch Lending
On July 27, 2026, PowerCompute, Inc. (the “Company”), through its wholly owned subsidiary US Digital Mining and Hosting Co, LLC, entered into a bridge loan transaction (the “Bridge Loan”) whereunder it borrowed an aggregate of $18 million from ChainFi Inc. d/b/a Arch Lending (“Arch”) under two separate Promissory Notes (the “Bridge Notes”). The purpose of the Bridge Loan was to fund the repayment in its entirety of the Company’s $18 million in aggregate indebtedness to Galaxy Digital LLC and DE & AJ Liebel Limited Partnership in advance of the completion of a secured term loan facility with Arch to be secured by the Bitcoin in the Company’s treasury. The Company and Arch are currently finalizing the terms and documents relating to the anticipated secured term loan facility. The Bridge Notes have a maturity date of July 31, 2026 (which the Company expects will be extended through the execution of the term loan facility) and bear interest at the Applicable Federal Rate published by the Internal Revenue Service, with interest due at maturity. The Bridge Notes also contain customary representations, warranties, covenants and events of default (including a default interest rate of 15% per annum).
Extension of Loan with Brown Family Enterprises
On July 28, 2026, we entered into a Third Amendment to Secured Promissory Note with Brown Family Enterprises, LLC under which the Company and Brown Family Enterprises agreed to extend the maturity date of the $1,1250,000 loan from Brown Family Enterprises to December 31, 2026 (the “Third Amendment”).
The foregoing summaries of the Bridge Notes and Third Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, copies of which are filed as exhibits to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
|
|
|
Exhibit |
|
Description |
10.1 |
|
|
10.2 |
|
|
10.3 |
|
|
104 |
|
Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL) |
***
This Current Report on Form 8-K may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve risks and uncertainty. Words such as “anticipate,” “estimate,” “expect,” “intend,” “plan,” and “project” and other similar words and expressions are intended to signify forward-looking statements. Forward-looking statements are not guarantees of future results and conditions but rather are subject to various risks and uncertainties. Such statements are based on the Company’s current expectations and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Investors are cautioned that there can be no assurance actual results or business conditions will not differ materially from those projected or suggested in such forward-looking statements as a result of various risks and uncertainties. Investors should refer to the risks detailed from time to time in the reports the Company files with the SEC, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as well as other filings on Form 10-Q and periodic filings on Form 8-K, for additional factors that could cause actual results to differ materially from those stated or implied by such forward-looking statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, unless required by law.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
PowerCompute, Inc. |
|
|
|
|
Date: |
July 31, 2026 |
By: |
/s/ Richard Russell |
|
|
|
Richard Russell, Chief Financial Officer |
PROMISSORY NOTE
$ Set forth on the Borrowing Annex Dated: As set forth on the Borrowing Annex (the “Effective Date”)
FOR VALUE RECEIVED, the undersigned, US Digital Mining and Hosting Co_, a _Florida_ (“Borrower”), hereby promises to pay to ChainFi Inc. (d/b/a Arch Lending) (“Noteholder”), the principal sum for each borrowing as set forth on the applicable Borrowing Annex to be attached hereto (the “Principal Amount”), in USDC stablecoin (“USDC”), together with interest thereon, in accordance with the terms of this Promissory Note (this “Note”).
PROMISSORY NOTE
$ Set forth on the Borrowing Annex Dated: As set forth on the Borrowing Annex (the “Effective Date”)
FOR VALUE RECEIVED, the undersigned, US Digital Mining and Hosting Co_, a _Florida_ (“Borrower”), hereby promises to pay to ChainFi Inc. (d/b/a Arch Lending) (“Noteholder”), the principal sum for each borrowing as set forth on the applicable Borrowing Annex to be attached hereto (the “Principal Amount”), in USDC stablecoin (“USDC”), together with interest thereon, in accordance with the terms of this Promissory Note (this “Note”).
THIRD AMENDMENT TO SECURED PROMISSORY NOTE
THIS THIRD AMENDMENT TO SECURED PROMISSORY NOTE (this "Third Amendment") is made and entered into effective as of July 28, 2026 (the "Effective Date") by and between PowerCompute, Inc. (formerly known as LM Funding America, Inc.), a Delaware corporation (the "Company"), and Brown Family Enterprises, LLC, a Delaware limited liability company ("Holder").
RECITALS
WHEREAS, Holder is the owner and holder of that certain Secured Promissory Note dated as of May 18, 2024 and executed by the Company in favor of Holder in the original principal amount of US$1,500,000, as amended by that certain First Amendment to Secured Promissory Note dated as of March 27, 2025 and that certain Second Amendment to Secured Promissory Note dated as of March 24, 2026 (as so amended, the "Note");
WHEREAS, on July 27, 2026 the Company paid to Holder US$250,000 in reduction of the outstanding principal balance of the Note, and the Company has paid all interest accrued under the Note through and including June 30, 2026, such that as of the Effective Date the outstanding principal balance of the Note is US$1,250,000 and $12,205 interest remains accrued and unpaid thereon;
WHEREAS, the stated Maturity Date of the Note was June 30, 2026, and the parties desire to extend the Maturity Date as set forth herein; and
WHEREAS, Holder has agreed to amend the Note as set forth herein and on the terms and conditions contained in this Third Amendment.
NOW, THEREFORE, in consideration of the premises, the mutual promises hereinafter contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Holder, intending to be legally bound hereby, agree as follows:
AGREEMENT
1. Recitals. The foregoing recitals are hereby incorporated into this Third Amendment and expressly made a part hereof.
2. Amendment. The first paragraph of the Note is hereby replaced, in its entirety, with the following:
"FOR VALUE RECEIVED, PowerCompute, Inc. (formerly known as LM Funding America, Inc.), a Delaware corporation (the "Company"), hereby promises to pay to the order of the undersigned holder (the "Holder"), the principal sum of US$1,250,000 (the "Principal Amount"), together with interest thereon, pursuant to this secured promissory note (the "Note"). In addition to the Principal Amount, the Company owes Holder
US$12,205 in interest accrued and unpaid through and including July 27, 2026 (the "Accrued Interest"). Interest shall accrue from and after July 28, 2026 in an amount equal to eleven percent (11%) per annum, simple interest (calculated on the basis of a 365-day year), on the outstanding principal balance of this Note until the Note is paid in full. All principal, the Accrued Interest, and all other interest accrued but unpaid under this Note shall become due and payable on December 31, 2026 (the "Maturity Date")."
3. Acknowledgment of Payment; No Default. Holder acknowledges and agrees that (a) it has received the US$250,000 principal payment and all interest accrued under the Note through and including June 30, 2026, (b) as of the Effective Date the outstanding principal balance of the Note is US$1,250,000 and $12,205 interest remains accrued and unpaid thereon, representing interest accrued for the period from July 1, 2026 through and including July 27, 2026, and (c) any Event of Default, default, or event that with the giving of notice or passage of time would constitute an Event of Default under the Note arising solely from the failure of the Company to pay the Note in full on or before June 30, 2026 is hereby waived. The foregoing waiver is limited to the specific matter described and shall not constitute a waiver of any other default or of any future default.
4. Reaffirmation of Security. The Note is and remains a secured obligation of the Company. The Company hereby ratifies, confirms and reaffirms all liens, security interests, pledges and other collateral granted by the Company to secure the Note, including without limitation those granted under the Security Agreement dated as of May 18, 2024 between the Company and Holder (the "Security Documents"), and confirms that such liens and security interests continue in full force and effect and secure the Note as amended by this Third Amendment. Nothing in this Third Amendment shall impair, release, subordinate or otherwise affect the Security Documents or the priority of the liens and security interests granted thereunder.
5. Ratification. Except as explicitly and specifically amended by this Third Amendment, all terms and conditions of the Note shall remain in full force and effect. This Third Amendment does not constitute repayment, cancellation or a novation of the Note.
6. Name Change. The parties acknowledge that, effective July 22, 2026, LM Funding America, Inc. changed its corporate name to PowerCompute, Inc. References in the Note and the Security Documents to LM Funding America, Inc. shall be deemed to refer to PowerCompute, Inc., without any change to the identity of the obligor or to the obligations, liens or security interests thereunder.
7. Binding Agreement. The terms and conditions of this Third Amendment shall be binding upon the parties hereto and their respective successors and permitted assigns and shall inure to the benefit of and be enforceable by each of the parties hereto and their respective successors and permitted assigns.
8. Counterparts. This Third Amendment may be executed in counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts taken together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method, and any counterpart so
delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
9. Severability. The illegality or unenforceability of any provision of this Third Amendment or any instrument or agreement required hereunder shall not in any way affect or impair the legality or enforceability of the remaining provisions of this Third Amendment or any instrument or agreement required hereunder.
10. Conflict. In the event of a conflict between the terms and provisions of this Third Amendment and the terms and provisions of the Note, the terms and provisions of this Third Amendment shall be controlling.
11. Headings. The headings or captions of sections and paragraphs in this Third Amendment are for reference only, do not define or limit the provisions of such sections or paragraphs, and shall not affect the interpretation of this Third Amendment.
[Signature Page Follows.]
IN WITNESS WHEREOF, this Third Amendment has been executed by the undersigned as of the date and year first above written.
COMPANY:
POWERCOMPUTE, INC.
By: /s/ Richard Russell
Name: Richard Russell
Title: Chief Financial Officer
Address: 1200 W. Platt Street, Suite 100
Tampa, FL 33606
Email Address: [email protected]
HOLDER:
BROWN FAMILY ENTERPRISES, LLC
By: /s/ Christina Brown
Name: Christian Brown
Title: Manager
Address: 15911 Beacon Shores Street
Tampa, FL 33616
Email Address: [email protected]
[Signature Page to Third Amendment to Secured Promissory Note]