Alpha Compute Secures $47 Million in Seller Financing for Planned 200MW Pennsylvania AI Data Center Campus

Alpha Compute Corp. (Nasdaq: ALP), a vertically integrated AI infrastructure company specializing in GPU-as-a-Service and AI Confidential Compute, 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, securing seller financing that dramatically reduces the cash the company must deploy at closing.

The amended terms keep the base purchase price at $55 million, but reduce the cash due at closing to just $8 million — comprising the previously disclosed $3 million deposit credited at closing plus $5 million in additional cash. The sellers will finance the remaining $47 million through a seller note issued by the acquiring entity. The transaction covers approximately 350 aggregate surface and pore-space acres, along with roughly 1,800 net unleased Marcellus mineral acres in Tioga County carrying a 100% net revenue interest, subject to title confirmation. Alpha Compute first announced the Binding Term Sheet on August 11, 2026.

The seller note carries a fixed interest rate of 6.00% per annum, payable monthly in arrears on an interest-only basis, with no scheduled amortization or cash sweep. It matures five years from closing with a balloon payment of outstanding principal and accrued interest, and is prepayable in whole or in part at any time without premium, penalty, minimum-interest requirement or make-whole payment. No origination, commitment, exit, administration or consent fees apply. The note is secured solely by a first-priority purchase-money mortgage on the acquired property and associated mineral interests, leases, rents, royalties and production proceeds. Critically, the data center, power generation and compute assets — together with buildings, improvements, fixtures, equipment, revenues and contracts arising from them — are expressly excluded from the collateral, whether now existing or later constructed. The financing is non-recourse to Alpha Compute and its affiliates, with no guaranty required and no deficiency claim or personal recourse, subject to customary carve-outs for fraud, intentional waste 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 will be applied against the note until repaid in full, with power generation, data center and compute revenues excluded from that calculation.

The structure aligns with the non-dilutive capital approach Alpha Compute outlined in August, under which the company intends to acquire and develop the property through special purpose vehicles and joint ventures with energy and development partners active in the region. The property consists of two contiguous Tioga County surface parcels of approximately 155 acres and 88 acres intended to host the campus, plus 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 specified Included Formations, with existing leasehold rights in the Utica and deeper formations 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.

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. A 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, though those estimates remain subject to validation of 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 community and environmental commitments including 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.

Alpha Compute also announced that it has joined the Pennsylvania Chamber of Business and Industry, 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, and 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.

"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." Brittany Kaiser, Chief Executive Officer of Alpha Compute, added: "The sellers agreeing to finance $47 million of the purchase price is a direct statement of confidence in this project and in this team. 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."

The project will be developed in accordance with local Data Center Ordinances and 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. 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, though actual assessment and tax outcomes would depend on final project configuration and are determined by county assessment procedures, not by the developer.

The First Amendment is binding when signed by all parties, but 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. 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.