Alpha Compute Corp. has restructured the acquisition terms for its planned natural gas-powered data center campus in northern Pennsylvania, securing USD 47 million in seller financing that dramatically reduces the cash the Nasdaq-listed company must commit at closing to bring the greenfield project forward.

Amended Terms Cut Cash Requirement at Closing

The New York-based company announced on September 10, 2026, that it has entered into a First Amendment to the Binding Term Sheet and Exclusive Option governing the Pennsylvania project.

The amendment establishes seller financing that leaves the base purchase price unchanged at USD 55 million while slashing the cash due at closing to USD 8 million.

That figure comprises the previously disclosed USD 3 million deposit, which is credited at closing, plus an additional USD 5 million in cash. Sellers will finance the remaining USD 47 million through a seller note issued by the acquiring entity.

The company first announced the original Binding Term Sheet on August 11, 2026. Alpha Compute described the structure as consistent with the non-dilutive capital approach it 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.

Structure of the Seller Note

The seller note carries a fixed interest rate of 6% per annum, payable monthly in arrears on an interest-only basis with no scheduled amortization or cash sweep.

The note matures five years from closing, at which point all outstanding principal and accrued interest become due as a balloon payment.

Alpha Compute retains the right to prepay the note 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 under the terms.

The principal amount of USD 47 million is adjustable dollar-for-dollar for any acreage adjustment, and Alpha Compute may increase the cash portion at closing, reducing the note by an equal amount.

Following the commencement of natural gas production on the property, the note also includes a quarterly principal payment mechanism equal to 50% of the Alpha parties' share of proceeds or value from gas produced on the property, applied against the outstanding balance until repaid in full.

Collateral Excludes Data Center and Power Assets

A notable feature of the financing structure is its collateral limitation. The seller 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.

Data center, power generation, and compute assets, along with the buildings, improvements, fixtures, equipment, revenues, and contracts connected to them, are expressly excluded from the collateral, whether existing at closing or constructed and installed afterward.

The note is also non-recourse to Alpha Compute and its affiliates, meaning no guaranty is required and no deficiency claim or personal recourse applies, subject to customary carve-outs covering fraud, intentional waste, environmental violations first occurring after closing, and similar conduct.

What the Transaction Covers

The property package consists of 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.

Specifically, the surface component includes two contiguous Tioga County parcels of approximately 155 acres and approximately 88 acres intended to host the campus, as well as an approximately 107-acre Beaver County property held for future development. Existing leasehold rights in the Utica and deeper formations are excluded from the proposed acquisition.

Project Scale and Power Economics

Alpha Compute describes the Pennsylvania campus, internally designated Alpha Energy 01, as a greenfield project. No power or data center capacity is currently operating or available at the site.

The 200-megawatt figure represents planned capacity, with the design also contemplating potential expansion to 1 gigawatt.

The campus is designed to generate power behind the meter from natural gas produced on the property itself, which the company says would place no new draw on the regional grid. A third-party evaluation concluded that the underlying Marcellus resource could supply 200 megawatts of continuous generation for ten years at an all-in delivered cost of approximately USD 0.0585 per kilowatt-hour.

The company noted that the figure is 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.

Environmental and Community Commitments

The site plan incorporates a range of environmental and community-oriented design commitments.

These include closed-loop cooling that recirculates water rather than drawing it from outside sources, sound levels held to the 57 dBA community standard at neighboring property lines, and full-cutoff lighting intended to protect rural night skies.

Building design calls for low-reflective earth-toned and barn-style structures set behind berms and native plantings, with riparian buffers along every stream corridor. A funded decommissioning plan is intended to be in place from the first day of operations.

Current planning also incorporates regenerative farmland and a greenhouse supporting on-site food production for employees, along with rainwater and well-water collection systems for reuse on the campus.

Chamber Membership and Corporate Context

Alongside the financing announcement, Alpha Compute disclosed that it has joined the Pennsylvania Chamber of Business and Industry. The company describes itself as a vertically integrated AI infrastructure company specializing in GPU-as-a-Service and AI Confidential Compute and trades on Nasdaq under the ticker symbol ALP.