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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported):
July 14, 2026
| BIG DIGITAL ENERGY, INC. |
| (Exact Name of Registrant as Specified in Charter) |
| Delaware |
|
001-40849 |
|
88-0445167 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File No.) |
|
(I.R.S. Employer
Identification No.) |
950 Railroad Avenue,
Midland, Pennsylvania 15059
(Address of Principal Executive Offices) (Zip Code)
(412) 515-0896
(Registrant’s Telephone Number, Including
Area Code)
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, par value $0.001 per share |
|
BGDE |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive
Agreement
On July 14, 2026 and July 15, 2026, Big Digital
Energy, Inc. (“Big Digital” or the “Company”), entered into and closed on a series of definitive agreements with
10NetZero, Inc. (“10NZ”) as joint venture partners, including (i) the Operating Agreement of Texas Load House, LLC (the “Operating
Agreement”), (ii) a Loan and Security Agreement between the joint venture partners (the “Loan and Security Agreement”),
and (iii) a Side Agreement regarding the Interim Management of Texas Load House, LLC (the “Side Agreement,” and collectively
with the other definitive agreements, the “Joint Venture Agreements”), to establish a joint venture for the acquisition, ownership,
and development of certain real property located in Hood County, Texas (the “Hood County Site”). Subject to the terms of the
Joint Venture Agreements, the Company initially owns a 50% membership interest in the joint venture and 10NZ initially owns the remaining
50% membership interest.
On July 15, 2026, the joint venture acquired 30 acres of the
Hood County Site from Century Oaks Independence Farms, LLC (“Century Oaks”), for an aggregate purchase price of approximately
$10 million in cash, with an option to purchase the remainder of the site for an additional $600,000. As previously disclosed, the Hood County Site consists of a 50-acre site containing over 30,000 square feet of existing
structures which the joint venture intends to repurpose for datacenter use as well as an administrative office which will be utilized
as the Command Center. The Hood County Site carries 17 MW of operational power and will be expandable up to 111 MW of grid power, subject
to validation by the Electric Reliability Council of Texas (“ERCOT”). On-site are two 12-inch and one 20-inch natural-gas
pipelines providing the option to add behind-the-meter generation, supporting a total buildout of up to 300 MW. Century Oaks does not
have any material relationship (other than the Hood County Site acquisition) with the Company or any of its affiliates, or any director
or officer of the Company, or any associate of any such director or officer.
In connection with the acquisition of the Hood
County Site, the Company also entered into the Loan and Security Agreement with 10NZ pursuant to which the Company agreed to provide $4.9
million of financing to 10NZ to fund a portion of 10NZ’s capital contribution required for the acquisition of the Hood County Site
(the “JV Loan”). The JV Loan bears interest at the short term applicable federal rate in effect on the date the loan is funded,
computed on an actual/360-day basis, with accrued interest payable in full at maturity together with principal, matures on October 13,
2026, and is otherwise subject to customary terms and conditions.
Under the terms of the Operating Agreement, 10NZ’s
50% ownership interest in the Joint Venture is transferable to the Company at a rate of 10% ownership interest per month, pro rated daily,
for each month past the maturity date that 10NZ fails to repay the entire JV Loan, so that 10NZ’s entire ownership interest shall
have transferred in full to the Company if the JV loan is not paid in full within five months of the maturity date.
Except for the limited protective approval rights
expressly set forth in the Operating Agreement, according to the Side Agreement Regarding Interim Management, the business, affairs, activities,
policies and operations of the joint venture shall be managed exclusively by or under the direction of the Company, as the sole Manager
of Texas Load House, LLC, until such time as 10NZ shall have paid the JV Loan in full, at which time 10NZ will assume the role of sole
Manager of Texas Load House, LLC. Certain significant actions require the approval of both the Company and 10NZ as members.
The following descriptions of the Joint Venture
Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements. The Company
intends to file the Joint Venture Agreements as exhibits to its next Quarterly Report on Form 10-Q.
Item 2.01 Completion of Acquisition or Disposition
of Assets.
The information set forth in Item 1.01 of this
Current Report on Form 8-K is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On July 20, 2026, the Company issued a press release
to publicly disclose the closing of the joint venture’s acquisition of the Hood County Site. A copy of the press release is attached
as Exhibit 99.1 to this Current Report and incorporated into this Item 7.01 by reference. The information furnished in this Item 7.01,
including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information
be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, regardless of any general incorporation
language in such filing, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses or funds
acquired.
To the extent required by this Item 9.01(a), the
financial statements will be filed by amendment to this Current Report on Form 8-K within 71 calendar days after July 20, 2026, the date
on which this Current Report on Form 8-K was required to be filed.
(b) Pro forma financial information.
To the extent required by this Item 9.01(b), the
pro forma financial information will be filed by amendment to this Current Report on Form 8-K within 71 calendar days after July 20, 2026,
the date on which this Current Report on Form 8-K was required to be filed.
(d) Exhibits.
Exhibit
Number |
|
Description |
| 99.1 |
|
Press release dated July 20, 2026. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| Dated: July 20, 2026 |
BIG DIGITAL ENERGY, INC. |
| |
|
|
| |
By: |
/s/ Kaliste Saloom |
| |
Name: |
Kaliste Saloom |
| |
Title: |
General Counsel |
Exhibit 99.1
Big Digital Energy and 10NetZero Complete Acquisition
of Hood County, Texas Site
Closing advances planned development of an AI
datacenter campus with potential capacity of up to 300 MW
MIDLAND, PA — July 20, 2026 — Big Digital Energy,
Inc. (“We,” “Big Digital” or the “Company”) (Nasdaq: “BGDE”), a developer and operator
of next-generation digital infrastructure, today announced that it has completed an acquisition of the previously announced power-ready
industrial site in Hood County, Texas, through a 50/50 joint venture with energy-infrastructure company 10NetZero.
Strategically located less than 40 miles
from Dallas-Forth Worth, the approximately 50-acre site currently has 17 MW of operational power and is expected to support a phased
expansion to as much as 111 MW of grid capacity, subject to validation by the Electric Reliability Council of Texas
(“ERCOT”). The site’s existing natural-gas infrastructure also provides the potential to add behind-the-meter
generation, supporting a total buildout of up to 300 MW. Big Digital has engaged Northland Capital Markets to act as financial advisor in relation to the Company’s assessment of AI/HPC
uses for the Company’s power assets to maximize shareholder value including the evaluation of site level financing alternatives.
The Company is also actively engaged in discussions with potential development partners and off takers for its power assets.
“Completing this acquisition is an important step in building
Big Digital’s AI infrastructure platform and moves the Hood County project from a prospective opportunity to a controlled, powered
development asset,” said Phil Stanley, Chief Executive Officer of Big Digital. “With the property now secured, we can focus
on advancing development, expanding power capacity and positioning the site to serve AI and high-performance computing customers.”
Big Digital and 10NetZero intend to advance site planning, engineering,
customer engagement and development activities for the proposed datacenter campus. The Company expects to provide additional updates as
material development milestones are achieved.
About Big Digital Energy, Inc.
Big Digital Energy, Inc. (Nasdaq: “BGDE”) is a U.S.-based
technology company that designs, builds, and operates next-generation digital infrastructure platforms. The Company provides services
spanning artificial intelligence (“AI”), high performance computing (“HPC”), digital assets (including Bitcoin
mining), and other intensive compute applications. The Company delivers both self-mining operations and colocation/hosting for enterprise
customers, with a vertically integrated infrastructure model built for scalability and efficiency.
A core part of the Company’s strategy is identifying and advancing sites positioned to support high-performance compute with the
infrastructure required for long-term deployment. With 146 megawatts of capacity already online and more under development, the Company
is positioning itself as a competitive provider of digital infrastructure solutions to support the immediate and growing demand for AI
data centers.
About 10NetZero, Inc.
10NetZero, Inc. is a U.S.-based energy-infrastructure company that designs, builds, and operates behind-the-meter power generation and
datacenter facilities for energy-intensive computing. Through its Digital Midstream™ platform, the Company converts stranded, flared,
and otherwise wasted natural gas into electricity at the source—delivering power for artificial intelligence (“AI”), high
performance computing (“HPC”), and digital asset applications without dependence on traditional pipeline or grid infrastructure.
The Company provides full-lifecycle services spanning site evaluation, power systems design, and datacenter operations.
For more information about the Company, visit: https://bigdigital.energy
CAUTIONARY LANGUAGE ON FORWARD-LOOKING STATEMENTS
This press release contains “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements regarding the expected
benefits of the joint venture, the deployment of assets, revenue growth, and the Company’s strategic initiatives. Forward-looking
statements may be identified by the use of words referencing future events or circumstances such as “anticipate,” “believe,”
“could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,”
“project,” “target,” “will,” “would,” “subject to,” and similar expressions.
These statements are based on current expectations and assumptions
and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied. Important
factors include, without limitation: the Company’s ability to continue as a going concern; the Company’s ability to maintain
its Nasdaq listing; the need for and availability of additional financing; the Company’s ability to obtain any required stockholder
approvals and to file and maintain the effectiveness of any required registration statements; availability and cost of power, grid interconnection
and build-out timing; the feasibility, permitting, and development of any behind-the-meter generation; execution risks in developing AI/HPC
digital infrastructure; market demand for AI/HPC and accelerated computing; evolving and uncertain regulation of digital assets, artificial
intelligence, and high-performance computing; volatility in digital asset prices and reductions in mining incentives; and the other risks
described under “Risk Factors” in the Company’s most recent Annual Report on Form 10-K and in other filings made with
the SEC from time to time. Any forward-looking statements speak only as of the date of this report, and the Company undertakes no obligation
to update any forward-looking statements to reflect events or circumstances after the date of this report, except as required by law.
CONTACT
Investor Relations: IR@bigdigital.energy
Partnerships: Partnerships@bigdigital.energy
Media and Press: mediarelations@bigdigital.energy
Website: www.bigdigital.energy
