Alpha Compute Corp

Alpha Compute Corp operates in the rapidly evolving artificial intelligence compute infrastructure market, deploying high-performance graphics processing units in third-party data centers to process AI compute workloads. The market for AI compute is evolving rapidly and demand may fluctuate due to changes in AI model architectures, algorithmic efficiency improvements, customer budget constraints, macroeconomic conditions, regulatory developments, or shifts in customer preferences toward more compute-efficient algorithms. The company also holds significant positions in TON and other digital assets, exposing it to risks associated with concentrated holdings of digital assets, including market risk, liquidity risk, technological risk and regulatory risk.

The AI computing market is highly competitive, with competitors including hyperscale cloud providers such as Amazon Web Services, Microsoft Azure, and Google Cloud, as well as other large technology companies that offer AI computing services. Many of these competitors have substantially greater financial, technical, and operational resources, established customer relationships, brand recognition, and access to proprietary hardware and software. Some hyperscalers design and manufacture their own AI accelerators, giving them potential cost and performance advantages. The company depends on a limited number of customers, and a significant portion of its revenue is derived from a limited number of customers.

The company generates revenue by deploying high-performance GPUs in third-party data centers to process AI compute workloads, with its ability to generate revenue depending on the timely delivery, installation, configuration, and ongoing operation of these GPUs in facilities it does not own or control. Historically, the company has generated only a limited amount of business income and limited revenues, and it is currently not likely that it will generate significant revenues in the near future. The company also holds significant positions in TON and may acquire additional digital assets in the future, with its business model involving direct token acquisition, validator operations, and strategic ecosystem investments.

The company's AI compute infrastructure business involves deploying high-performance GPUs in third-party data centers to process AI compute workloads, with deployment timelines potentially affected by constraints including shortages or delays in the availability of GPUs, servers, high-bandwidth memory, networking equipment, transformers, switchgear, liquid cooling systems, fiber infrastructure and other long-lead-time components. The company generally does not own the data center facilities in which its hardware operates and relies on contractual arrangements that may be subject to termination, renegotiation, or unfavorable renewal terms. The company currently deploys computing infrastructure in Canada and plans to expand deployments into Sweden and other foreign countries.

The company holds significant positions in TON and may acquire additional digital assets in the future, with a substantial portion of its TON holdings subject to vesting restrictions that prevent sale, transfer, or other monetization until they vest. The company may make early-stage investments in cryptocurrency, blockchain, and digital asset-related businesses and projects, which are inherently speculative and involve a high degree of risk. The company's legacy immune-oncology business includes the Tarus Therapeutics acquisition, which involved issuing 121,300 ordinary shares calculated on the basis of $18 million divided by the 60-day volume weighted average price per share, assuming $2 million in short-term debt and deferred license milestones obligations for an aggregate of $3 million in liabilities, and potential future payments of up to $32 million in cash or ordinary shares upon achievement of development and sales milestones.

On September 25, 2025, the company transitioned to being primarily a digital asset treasury focused on scaling the Telegram super app through a private financing arrangement raising a mix of cash and digital assets. In November 2025, the company began deploying NVIDIA GPUs to Telegram's proprietary AI protocol, Cocoon. In early 2026, the company completed a strategic pivot and rebranded as Alpha Compute Corp to reflect its primary focus shifting to AI compute infrastructure, including the establishment of GPU procurement and data center deployment capabilities and the development of a proprietary confidential computing software stack. On March 19, 2026, the company entered into a sale and purchase agreement with Animoca Brands Limited to acquire a 60% controlling equity interest in Ga Mee Global Limited and certain digital tokens. On March 2, 2026, the company received a deficiency letter from Nasdaq notifying it that the closing bid price for its ordinary shares was below $1.00 per share for the last 30 consecutive business days, with an initial compliance period until August 31, 2026.

For the fiscal year ended March 31, 2026, the company reported a net loss before non-controlling interests of $38,627 thousand, compared to a net loss of $6,778 thousand in the prior year. Net loss attributable to owners of the company was $38,626 thousand, compared to $6,767 thousand in fiscal 2025. Comprehensive loss was $38,627 thousand, compared to $6,778 thousand in the prior year. The company had total assets of $19,530 thousand as of March 31, 2026, compared to $2,225 thousand as of March 31, 2025. Working capital was negative $8,738 thousand as of March 31, 2026, compared to positive $1,125 thousand as of March 31, 2025. The weighted average number of shares outstanding - basic was 9,248 thousand, compared to 1,183 thousand in the prior year. Net loss per share - basic was $4.18, compared to $5.72 in fiscal 2025.

The company expects that it will need to raise substantial additional capital from time to time, including in the near term, to support its operations and execute its business strategy. The company expects to continue to incur substantial costs in connection with its AI computing infrastructure build-out, GPU procurement, data center operations, and general corporate activities. The company may never generate sufficient revenue to offset these costs and achieve profitability.

The company plans to expand deployments into Sweden and other foreign countries, with its international expansion exposing it to additional legal, regulatory, economic, and operational risks including compliance with local laws and regulations, fluctuations in foreign currency exchange rates, reliance on local utility infrastructure, potential export control or sanctions restrictions, political and economic instability, difficulty enforcing contracts, and the need to comply with local data residency or sovereignty requirements. The company's management team has limited experience operating in certain foreign jurisdictions, which may impair its ability to manage these risks effectively.

The company's growth strategy includes its transition to being primarily a digital asset treasury focused on scaling the Telegram super app, which has an addressable market of one billion monthly active users. The company implemented a comprehensive M&A and treasury strategy that combines direct token acquisition, validator operations, and strategic ecosystem investments. Through its operations, the company provides public market investors with institutional-grade exposure to the Telegram ecosystem, including The Open Network (TON) token. The company's acquisition of a 60% controlling equity interest in Ga Mee Global Limited provides additional distribution and customer acquisition opportunities within the decentralized AI space.

The company expects to continue to incur substantial costs in connection with its AI computing infrastructure build-out, GPU procurement, data center operations, and general corporate activities. The company's business model requires substantial upfront capital expenditures to purchase GPUs and related equipment and to deploy such hardware in data centers, with these expenditures often made well in advance of generating corresponding revenue. GPU and related hardware prices may increase as a result of supply constraints, export controls, tariffs, geopolitical developments, technological transitions or increased competition for limited supply, which could increase the company's capital requirements and adversely affect its returns.

The company's operations depend on third-party data center operators, network providers, cloud services, and hardware vendors, and it does not control the physical infrastructure in which much of its computing hardware is deployed. The company relies on a limited number of hardware vendors, including NVIDIA, for its GPU and accelerator supply, exposing it to risks of supply shortages, price increases, delayed deliveries, or changes in vendor terms and conditions. The company currently deploys computing infrastructure in Canada and plans to expand deployments into Sweden and other foreign countries.

The company expects to continue to require significant capital to fund its operations, investments and growth strategy, and may seek to raise additional capital through the issuance of equity or equity-linked securities on an ongoing basis. The company is not subject to any contractual restriction or limitation on the amount of equity or equity-linked securities it may issue, and such issuances may occur at any time, in varying amounts, and at prices that may be below the then-prevailing market price of its ordinary shares. The company may finance its investments through equity issuances, debt financings, leases, vendor financing or other financing arrangements.

The company faces risks that demand for AI compute may not grow at the rate anticipated, or that customers may reduce their consumption of services, which could materially and adversely affect revenue, utilization rates, and financial performance. Rapid advancements in AI hardware and architecture may shorten the useful life of existing equipment or render certain assets less competitive or obsolete more quickly than expected, requiring additional capital expenditures or resulting in impairment charges. The company's ability to generate revenue depends on the timely delivery, installation, configuration, and ongoing operation of GPUs in facilities it does not own or control, with deployment timelines potentially affected by constraints affecting AI infrastructure generally.

The company is subject to evolving and increasingly complex AI regulations and legal frameworks that could increase compliance costs, limit operations, or expose it to liability. The European Union AI Act entered into force on August 1, 2024, and will become generally fully applicable on August 2, 2026, with certain obligations relating to prohibited AI practices and AI literacy already effective as of February 2, 2025. The United States has issued executive orders on AI safety and security, and various U.S. federal agencies and state legislatures are developing rules applicable to AI systems. Other jurisdictions, including the United Kingdom, China, and Canada, are pursuing their own regulatory approaches.

The company's independent registered public accounting firm's report on its consolidated financial statements includes an explanatory paragraph expressing substantial doubt about its ability to continue as a going concern, and as of March 31, 2026, the company had a significant accumulated deficit and equity deficit attributable to owners. The company depends on a limited number of customers, and a significant portion of its revenue is derived from a limited number of customers, with the loss of any significant customer or a reduction in demand from its largest customers potentially causing material harm. The company holds significant positions in TON, with a substantial portion subject to vesting restrictions that prevent sale, transfer, or other monetization until they vest, limiting liquidity and the ability to respond to price volatility. The company received a deficiency letter from Nasdaq on March 2, 2026, notifying it that the closing bid price for its ordinary shares was below $1.00 per share for the last 30 consecutive business days, with an initial compliance period until August 31, 2026, and failure to regain compliance could result in delisting. The company's business model requires substantial upfront capital expenditures for GPU procurement and infrastructure, and if customer demand does not develop as anticipated or utilization rates are lower than expected, the company may be unable to generate sufficient revenue to achieve acceptable returns on its capital investments.

Management's message emphasizes the company's strategic pivot from a digital asset treasury focused on the Telegram ecosystem to an AI compute infrastructure company, rebranding as Alpha Compute Corp in early 2026 to reflect this shift. The forward-looking statements in the annual report include statements regarding the company's business strategy, plans and objectives of management for future operations, with the company expecting to continue to incur substantial costs in connection with its AI computing infrastructure build-out, GPU procurement, data center operations, and general corporate activities. The company's strategic priorities include executing its growth, expansion and acquisition strategies, securing additional financing when needed and on acceptable terms, and achieving its business objectives, while also managing risks associated with the deployment, operation and maintenance of GPU infrastructure, demand for AI compute services, and the competitive landscape.