0001193125-26-174460
SEC filingAllbirds amended and restated a securities purchase agreement for up to $50M senior secured convertible notes to fund pivot into electronics infrastructure via GPU asset purchases and leases.
Allbirds is executing a strategic pivot from its loss-making footwear business, set for sale under a March 29, 2026 Asset Purchase Agreement, toward compute infrastructure. The amended April 19, 2026 Securities Purchase Agreement enables up to $50M in senior secured convertible notes, starting with $5.25M initial tranches contingent on Nasdaq shareholder approval for issuances exceeding 19.99% ownership. Notes carry 12% interest payable in stock or cash quarterly, with conversion at discounted prices to VWAP (93% or 85% if default), capped at 4.99% beneficial ownership. Proceeds fund a new subsidiary's acquisition of NVIDIA Blackwell GPU server equipment, already leased for $2.75M over three years to a QumulusAI subsidiary—marking entry into scalable, capital-efficient GPU monetization with customers covering opex. Credit amendments subordinate the facility to existing debt while permitting liens, ensuring near-term liquidity without immediate dilution if conversions are deferred. Shareholder vote at May 18, 2026 special meeting is pivotal; failure risks limiting funding to initial $3.25M. This high-risk transformation addresses footwear unsustainability but introduces execution, market, and dilution risks detailed in supplemental Exhibit 99.2 factors.