First Amendment to the August 11 Binding Term Sheet reduces cash due at closing to $8 million and finances the balance of the $55 million purchase price at 6% with no personal recourse and no lien on data center, power or compute assets.

Company also joins the Pennsylvania Chamber of Business and Industry and provides an update on the Alpha Energy 01 project.

NEW YORK, NY / ACCESS Newswire / September 10, 2026 / Alpha Compute Corp. (Nasdaq:ALP) (“Alpha Compute” or the “Company”), a vertically integrated AI infrastructure company specializing in GPU-as-a-Service and AI Confidential Compute, today announced that it has entered into a First Amendment to the Binding Term Sheet and Exclusive Option governing its planned natural gas-powered data center campus in northern Pennsylvania (the “PA project”). The First Amendment establishes seller financing for the property acquisition, materially reducing the cash Alpha Compute must deploy at closing.

Under the amended terms, the base purchase price remains $55,000,000. Of that amount, $8,000,000 is payable in cash at closing, consisting of the previously disclosed $3,000,000 deposit credited at closing, plus $5,000,000 of additional cash. The sellers will finance the remaining $47,000,000 through a seller note issued by the acquiring entity.

The transaction covers approximately 350 aggregate surface and pore-space acres, together with approximately 1,800 net unleased Marcellus mineral acres in Tioga County carrying a 100% net revenue interest, subject to title confirmation. The Company first announced the Binding Term Sheet on August 11, 2026.

Seller financing terms

The seller note carries the following principal terms:

  • Principal of $47,000,000 at the base purchase price, adjustable dollar-for-dollar for any acreage adjustment. Alpha Compute may increase the cash portion at closing, reducing the note by an equal amount.
  • Fixed interest at 6.00% per annum, payable monthly in arrears, interest-only, with no scheduled amortization or cash sweep.
  • Five-year maturity from closing, with outstanding principal and accrued interest due as a balloon payment.
  • Prepayable in whole or in part at any time with no premium, penalty, minimum-interest requirement or make-whole payment. No origination, commitment, exit, administration or consent fees apply.
  • Secured solely by a first-priority purchase-money mortgage on the acquired property and the associated mineral interests, leases, rents, royalties and production proceeds.
  • Data center, power generation and compute assets – together with the buildings, improvements, fixtures, equipment, revenues and contracts arising from them – are expressly excluded from the collateral, whether now existing or later constructed or installed.
  • Non-recourse to Alpha Compute and its affiliates. No guaranty is required and no deficiency claim or personal recourse applies, subject to customary carve-outs for fraud, intentional waste, environmental violations first occurring after closing and similar conduct.
  • Following commencement of production, quarterly principal payments equal to 50% of the Alpha parties’ share of proceeds or value from natural gas produced on the property, applied against the note until repaid in full. Power generation, data center and compute revenues are excluded from that calculation.

The structure is consistent with the non-dilutive capital approach the Company outlined in August, under which Alpha Compute intends to acquire and develop the property through special purpose vehicles and joint ventures with energy and development partners active in the region.

Assets covered by the transaction

The property consists of two contiguous Tioga County surface parcels of approximately 155 acres and approximately 88 acres, which are intended to host the campus, together with an approximately 107-acre Beaver County property held for future development. The mineral package comprises approximately 1,800 net unleased oil and gas mineral acres in Tioga County covering the specified Included Formations. Existing leasehold rights in the Utica and deeper formations are excluded from the proposed acquisition.

This remains a greenfield project. No power or data center capacity is currently operating or available at the site, and the 200 MW figure represents planned capacity.

Project update: Alpha Energy 01

The design contemplates an initial 200 MW of power and data center capacity, with potential expansion to 1 GW, generated behind the meter from gas produced on the property. Third-party evaluation concluded that the underlying Marcellus resource could supply 200 MW of continuous generation for ten years at an all-in delivered cost of approximately $0.0585 per kilowatt-hour, meaningfully below prevailing PJM commercial and industrial rates of roughly $0.08 to $0.10 per kilowatt-hour. Those estimates remain subject to validation of the underlying assumptions.

Because the campus is designed to generate behind the meter, it would place no new draw on the regional grid. The site plan carries forward the community and environmental commitments described in August: closed-loop cooling that recirculates water rather than withdrawing it, sound held to the 57 dBA community standard at neighboring property lines, full-cutoff lighting to protect rural night skies, low-reflective earth-tone and barn-style buildings set behind berms and native plantings, riparian buffers along every stream, and a funded decommissioning plan in place from the first day of operations. Current planning also incorporates regenerative farmland and a greenhouse supporting on-site food production for employees, and rainwater and well-water collection for reuse.

Artist’s rendering of the proposed Alpha Energy 01 campus. Illustrative concept only; final design, layout, scale and
building configuration remain subject to engineering, permitting and county review, and will change.

Alpha Compute joins the Pennsylvania Chamber of Business and Industry

Alpha Compute also announced that it has joined the Pennsylvania Chamber of Business and Industry (the “PA Chamber”), the Commonwealth’s largest broad-based business association. Founded in 1916 and headquartered in Harrisburg, the PA Chamber represents more than 12,000 member businesses of all sizes and sectors, together accounting for roughly half of Pennsylvania’s private workforce. The organization was recognized as 2026 State Chamber of the Year by the National Association of State Chambers.

Membership supports the Company’s engagement with Pennsylvania’s business, energy and policy community as it advances the PA project and evaluates further investment in the Commonwealth.

Management commentary

“Seller financing on these terms is exactly the outcome we set out to achieve,” said Enzo Villani, Executive Chairman and President of Alpha Compute. “We reduce cash at closing to $8 million, we take on no guarantee, and we keep our data center, power and compute assets entirely outside the collateral package. That preserves capital for the assets that generate revenue, and it aligns the sellers with the long-term success of what gets built on their land.”

“The sellers agreeing to finance $47 million of the purchase price is a direct statement of confidence in this project and in this team,” said Brittany Kaiser, Chief Executive Officer of Alpha Compute. “Pairing that with production-linked principal payments means the asset helps retire its own acquisition debt as gas comes online. Joining the PA Chamber reflects our intention to build this the right way, as a long-term participant in Pennsylvania’s economy rather than a visitor to it.”

Subject to county review and approval

The project will be developed in accordance with local Data Center Ordinances. Any development will require review by the County Planning Commission and approval by the Board of Commissioners, together with an environmental and community impact analysis, an environmental impact assessment, a water feasibility study, coordination with the County 911 Coordinator and Department of Emergency Services, and applicable permitting from the Pennsylvania Department of Environmental Protection and the Susquehanna River Basin Commission. Alpha Compute intends to engage with township officials, county staff and area residents throughout that process.

The County’s Chief Assessor has publicly estimated that a data center project of this general scale could add approximately $2.08 billion to the county’s taxable assessed value, an increase of roughly 54% over the current total, with an estimated combined annual tax impact of $33.4 million across the county, municipalities and school district. Actual assessment and tax outcomes would depend on final project configuration and are determined by county assessment procedures, not by the developer.

Conditions to closing

The First Amendment is binding when signed by all parties. The sellers’ obligation to extend the seller financing arises only once the conditions to the Alpha parties’ obligation to close have been satisfied or waived and the applicable Alpha party is ready, willing and able to close, and is to be performed concurrently with closing. Nothing in the First Amendment requires Alpha Compute to close or waives any condition or termination right under the Binding Term Sheet.

The Binding Term Sheet remains binding as to the exclusive option and specified obligations, but the transaction and the offtake commitment remain conditional and subject to material buyer-controlled conditions and termination rights. Completion is subject to satisfactory due diligence, negotiation and execution of definitive agreements including a Property Purchase Agreement, title and survey review, financing, receipt of required governmental and regulatory approvals, and other conditions. No assurance can be given that the transaction will close, that the seller financing will be extended, that the project will reach commercial operation, or that any planned data center will be constructed.

About Alpha Compute Corp.

Alpha Compute Corp. (Nasdaq: ALP) is a vertically integrated AI infrastructure company specializing in GPU-as-a-Service and AI Confidential Compute. Alpha Compute’s mission is to support clients, subsidiaries, and partners across critical sectors including finance, defense, intelligence, and media with the essential framework for any organization requiring secure, confidential computing environments. For more information, please visit https://www.alphacompute.ai/.

Alpha Compute Corp. is domiciled in the British Virgin Islands and Delaware with offices in New York, Los Angeles, Miami, Amsterdam and Toronto, and is a founding partner of the Right2Compute Coalition (www.right2compute.com).

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of applicable securities laws. All statements other than statements of historical fact, including those preceded by, followed by, or incorporating words such as “believes,” “expects,” “anticipates,” “intends,” “estimates,” “plans,” “may,” “will,” “potential,” “continues,” or similar expressions are forward-looking statements.

Forward-looking statements in this release include, without limitation: the execution, availability and terms of the seller financing and the seller note; the amount of cash payable at closing; the completion of the acquisition and the development and financing of the planned data center campus; title, acreage and net revenue interest; the timing and amount of gas production and any production-linked principal payments; financing and partner arrangements; projected power costs, well and generation plans; development, permitting, construction and commercial operation of the planned initial 200 MW; potential expansion to 1 GW; the illustrative campus rendering and any final design; and potential economic, environmental and community impacts.

These statements involve known and unknown risks and uncertainties that may cause actual results to differ materially from those expressed or implied, including: the failure to execute definitive agreements or to satisfy closing conditions; the sellers’ failure or inability to extend the seller financing; the Company’s ability to fund the cash portion of the purchase price and the substantial additional capital required to develop the project; the timing and progress of the Company’s strategic initiatives; reliance on third-party vendors and partners; the ability to secure additional financing; risks related to technology platforms and ecosystems; and general market and economic conditions. A more complete discussion of these risks is set forth under “Item 3 – Key Information – Risk Factors” in the Company’s Annual Report on Form 20-F for the year ended March 31, 2026.

Undue reliance should not be placed on these forward-looking statements. The forward-looking statements contained herein are made as of the date of this press release, and the Company undertakes no obligation to update or revise them publicly, except as required by law.

Investor & Media Contact

Alpha Compute Corp.
ir@alphacompute.ai
www.alphacompute.ai

SOURCE: Alpha Compute

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