POWERCOMPUTE, INC. (0001640384) (Filer)

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

POWERCOMPUTE, INC.

(Exact name of Registrant as Specified in Its Charter)

(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:

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

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 1.02. Termination of a Material Definitive Agreement.

On September 30, 2026, US Digital Mining Mississippi LLC (the "Subsidiary"), a wholly owned subsidiary of PowerCompute, Inc. (the “Company”), entered into an Industrial Power Contract (the "Power Contract") with Columbus Light and Water ("CLW") for the supply of up to 11,000 kilowatts of firm power to the Subsidiary's data center in Columbus, Mississippi (the "Facility"). The Power Contract replaces the Subsidiary's prior power contract with CLW for the Facility and has an initial term ending September 16, 2030, with a five-year renewal if both parties agree.

Power is priced under CLW's Large Data Service Rate, Schedule DCB, subject to scheduled rate increases and periodic adjustment by the Tennessee Valley Authority. The Subsidiary's share of capital costs for CLW's facilities is estimated at $0.

The Power Contract also contains various other customary terms and conditions, including termination, early termination penalty, default, and limitation of liability provisions

There is no material relationship between the Company or its affiliates and CLW, other than in respect of the Power Contract and the prior power contract.

The foregoing description of the Power Contract does not purport to be complete and is qualified in its entirety by reference to the full text of the Power Contract, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

On October 6, 2026, the Company issued a press release relating to the Power Contract. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated by reference.

The disclosure in this Item 7.01, including Exhibit 99.1, is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that Section. This information will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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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.