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Big Digital Energy (NASDAQ: BGDE) adds $40M credit line and pivots to AI/HPC

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Big Digital Energy, Inc. entered into a related-party Promissory Note with Endeavor Blockchain, LLC for a secured revolving line of credit of up to $40,000,000 bearing interest at 12% per annum, payable on demand and secured by company assets.

The note includes customary covenants, restrictions on additional debt and liens, and allows prepayment without penalty. The company also furnished an investor presentation outlining a turnaround plan pivoting from pure Bitcoin mining toward AI/HPC infrastructure, supported by a phased $1B+ capital strategy and a combined 752 MW development pipeline across BGDE and SixThirty.AI assets.

Positive

  • None.

Negative

  • None.

Insights

BGDE adds a $40M related-party credit line and outlines an ambitious AI/HPC pivot.

Big Digital Energy arranged a secured, revolving $40,000,000 credit facility at a fixed 12% interest rate, payable on demand. The lender, Endeavor Blockchain, LLC, is controlled by the company’s Executive Chairman, making this a related-party transaction approved by independent board committees.

The investor presentation describes a shift from Bitcoin mining toward AI/HPC infrastructure, highlighting $41.4/MWh average power cost and a combined 752 MW development pipeline across BGDE and SixThirty.AI sites. Management frames a multi-phase, $1B+ capital plan emphasizing sponsor equity, structured expansion capital, and project finance.

Execution depends on accessing capital, converting selected power sites for AI/HPC colocation, and managing high-cost, on-demand debt from an insider-affiliated lender. Subsequent company filings and disclosures will show how much of the planned pipeline, capital raising, and AI conversion strategy is actually completed.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Revolving credit capacity $40,000,000 Maximum principal under Promissory Note with Endeavor Blockchain
Interest rate 12% per annum Fixed rate on each revolving loan, payable on demand
Average power cost $41.4/MWh Average power cost across BGDE sites in investor presentation
BGDE-owned pipeline 168 MW Development pipeline owned by Big Digital Energy
SixThirty.AI pipeline 584 MW Development pipeline controlled by SixThirty.AI
Combined development pipeline 752 MW BGDE plus SixThirty.AI assets highlighted in presentation
Capital plan size $1B+ Multi-phase capital strategy for recapitalization and expansion
Operating capacity (BGDE assets) 129 MW Current operating portfolio across Midland, Corning, Bellefonte
Promissory Note financial
"entered into a promissory note providing for a revolving line of credit"
A promissory note is a written IOU in which one party promises to pay a specific sum, often with interest, to another party by a set date or on demand. Investors care because it functions like a loan: it creates a legal claim on future cash flows, carries credit and timing risk, and can affect valuation or liquidity—think of it as a formal, tradable promise to be repaid that can be assessed like any other debt investment.
revolving line of credit financial
"providing for a revolving line of credit, with the aggregate principal sum"
A revolving line of credit is a flexible borrowing arrangement that allows a person or business to access funds up to a set limit whenever needed, much like a prepaid card. As money is repaid, it becomes available to borrow again, making it a convenient way to manage cash flow or cover ongoing expenses. Investors pay attention to it because it reflects a company’s ability to access quick funds and manage financial flexibility.
Regulation FD regulatory
"By filing this on and furnishing the information contained herein, the Company makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD"
Regulation FD is a rule that prevents company insiders, like executives, from sharing important information with some people before others get it. It matters because it helps ensure all investors have equal access to key news, making the stock market fairer and reducing chances of insider trading.
development pipeline financial
"752 MW combined development pipeline 584 MW BGDE pipeline"
A development pipeline is the collection of products, drugs, or projects a company is actively creating, shown by the stage each one is in from early research to final approval or launch. For investors it acts like a roadmap of future revenue potential and risk—similar to a restaurant’s planned menu items at different stages of testing—because items farther along are likelier to generate sales while earlier-stage projects carry more uncertainty and longer timelines.
AI/HPC colocation technical
"Selective AI / HPC Conversion Where power access, site design, and customer demand justify the capital, selected sites can be upgraded for materially higher-value AI/HPC colocation economics"
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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): May 28, 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

 

The disclosure item under Item 2.03 regarding the Promissory Note is incorporated herein by reference.

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

On May 28, 2026, Big Digital Energy, Inc. (the “Company” and the “Borrower”), and Endeavor Blockchain, LLC, an Arkansas limited liability company (“Endeavor” and the “Noteholder”), entered into a promissory note providing for a revolving line of credit, with the aggregate principal sum of all revolving loans advanced from time to time by the Noteholder to the Borrower not to exceed forty million dollars ($40,000,000) (the “Promissory Note”).

 

Pursuant to the Promissory Note, each revolving loan bears interest at a fixed rate of 12% per annum, with principal and interest payable upon demand. The revolving line of credit is secured by assets of the Borrower listed in the Promissory Note.

 

The Promissory Note contains customary representations, warranties, covenants, events of default and security arrangements. Borrower is also subject to restrictions on incurring additional indebtedness and additional liens on the collateral. The Promissory Note provides for customary events of default, including, among others, failure to pay principal or interest, breach of representations and warranties, violation of covenants, bankruptcy or insolvency events. The Borrower may at any time, and without penalty, prepay outstanding amounts under the revolving loans, or if there are no outstanding amounts, terminate the Promissory Note.

 

Josh Kilgore, the Company’s Executive Chairman of the Board, is the sole member of Endeavor. The issuance of the Promissory Note is a related party transaction that was approved by the Audit Committee of the Board of Directors of the Company (the “Board”) and the Special Transactions Committee of the Board.

 

The foregoing description is a summary of certain terms of the Promissory Note and is qualified in its entirety by reference to the full text of the document, which is filed as Exhibit 10.1 hereto and incorporated herein by reference

 

Item 7.01 Regulation FD Disclosure.

 

On June 3, 2026, representatives of the Company began making presentations using information contained in the slides attached to this Current Report on Form 8-K as Exhibit 99.1 (the “Company Presentation”) and incorporated herein by reference. The Company expects to use the Company Presentation, in whole or in part, and possibly with modifications, in connection with presentations to investors, analysts and others. The Company Presentation is also available on the Company’s website at www.bigdigital.energy.

 

By filing this Current Report on Form 8-K and furnishing the information contained herein, the Company makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD.

 

1

 

 

The information contained in the Company Presentation is summary information that is intended to be considered in the context of the Company's Securities and Exchange Commission (“SEC”) filings and other public announcements that the Company may make, by press release or otherwise, from time to time.  The Company undertakes no duty or obligation to publicly update or revise the information contained in this report, although it may do so from time to time as its management believes is warranted.  Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.

 

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, 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.

 

(d) Exhibits.

 

Exhibit
Number
  Description
10.1   Revolving Line of Credit Promissory Note dated May 28, 2026, issued by Big Digital Energy, Inc. to Endeavor Blockchain, LLC.
     
99.1   Company Presentation dated June 2026
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

2

 

 

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: June 3, 2026 BIG DIGITAL ENERGY, INC.
     
  By: /s/ Kaliste Saloom
  Name:  Kaliste Saloom
  Title: General Counsel

 

 

3

 

 

Exhibit 99.1

 

Big Digital Energy (Nasdaq: BGDE) Formerly Mawson Infrastructure Group Inc. Combined Platform Overview and Capital Strategy NASDAQ: BGDE May 2026 Investor Relations Samir Jain, CFA | OG Advisory Group 1

 

 

Disclaimer 2 This presentation has been designed to provide general information about Big Digital Energy, Inc . (“BGDE” or "the Company”) . Any information contained or referenced herein is suitable only as an introduction to the Company . The information contained in this presentation is for informational purposes only . The information contained herein does not constitute or form a part of, and should not be construed as, any offer for sale or subscription of, or any invitation to offer, buy or subscribe for, any securities, nor shall there be any offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful . This document is not a prospectus . The information contained in this presentation is not investment or financial product advice and is not intended to be used as the basis for making an investment decision . Neither the Company, nor any of its respective affiliates make any representation or warranty, express or implied as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of any of the information or opinions contained in this presentation . This presentation has been prepared without taking into account the investment objectives, financial situation particular needs of any person . The trademarks included herein are the property of the owners thereof and are used for reference purposes only . Such use should not be construed as an endorsement of the platform and solutions of BGDE . Forward - Looking Statements The Company cautions that statements in this presentation that are not a description of historical fact are forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 . Forward - looking statements may be identified by the use of words referencing future events or circumstances such as “expect,” “intend,” “plan,” “anticipate,” “believe,” “will,” “If,” “would,” “estimate,” “projected,” “strategy,” and “upside,’ among others . Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward - looking statements . These forward - looking statements are based upon the Company’s current expectations and involve assumptions that may never materialize or may prove to be incorrect . Actual results and the timing of events could differ materially from those anticipated in such forward - looking statements as a result of various risks and uncertainties, including but not limited to the continued evolution and uncertainty related to technologies and digital infrastructure ; the Company’s ability to continue as a going concern ; the Company’s ability to maintain the listing of its common stock on Nasdaq ; the need to, and difficulty in, settling existing debt and raising additional debt or equity capital ; the development and execution of the Company’s strategy and its ability to achieve its operational and financial goals ; successful negotiation and integration of future acquisitions, including related party transactions with the Endeavor Group ; the Company’s capacity for project development ; market conditions ; competition ; and regulatory changes impacting HPC, digital infrastructure and digital asset mining . More detailed information about the risks and uncertainties affecting the Company is contained under the heading “Risk Factors” included in the Company’s Annual Report on Form 10 - K filed with the SEC on March 31 , 2026 and Quarterly Report on Form 10 - Q filed with the SEC on May 14 , 2026 , and in other filings the Company has made and may make with the SEC in the future . One should not place undue reliance on these forward - looking statements, which speak only as of the date on which they were made . Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward - looking statements . The Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made, except as may be required by law .

 

 

Introduction 3

 

 

What Sets Big Digital Energy Apart Big Digital Energy is a power - first infrastructure developer and operator built around long - term control of scarce, low - cost power, strategic sites, and scalable compute across energy - rich regions Long Power, Long Infrastructure Control of the scarce inputs that matter most. Direct wholesale power access, grid interconnects, and strategic site control position BGDE around the key bottlenecks in modern compute deployment, while preserving downside support from power economics and upside from AI/HPC demand x $41.4 average power cost / MWh across BGDE sites Experienced Developers and Operators Long - term land control with multiple site optionality for AI conversion. BGDE combines site selection, land control, construction oversight, commissioning, and 24/7 operations management into a repeatable playbook for disciplined infrastructure expansion. x 168 MW Pipeline owned by BGDE | 584 MW Pipeline owned by SixThirty.AI Scalable Modular Platform Capital - efficient expansion with flexible deployment pathways. Modular infrastructure design supports phased buildout, faster time - to - power, and multiple paths to monetization depending on market demand, partner interest, and available capital. x Partnership - driven origination and expansion model Flexible Monetization Infrastructure that can be monetized across multiple compute and power use cases. BGDE’s asset base supports self - mining, hosting, power monetization, and selective AI/HPC conversion, enabling capital to move toward the highest - value use case over time. Unlocking Value Through Public Platform Scale BGDE’s private - market sourcing advantage is being paired with its public platform to create a larger, more scalable infrastructure vehicle with potential for broader market recognition. 4

 

 

Led by Industry Veterans New Leadership is capable and experienced with a combined 50+ years across Energy, AI / HPC, and Digital Infrastructure Josh Kilgore Executive Chairman | BGDE Principal | SixThirty.AI 5 Mr. Kilgore is the Founder and Managing Member of Endeavor Blockchain, LLC and partner in Big Digital Energy, LLC. Over the past five years, he has led significant investments across Bitcoin mining, AI, and HPC infrastructure. He has executed hundreds of millions of dollars in real estate and infrastructure transactions and has extensive experience in financial oversight, operations, and large - scale asset development. Mr. Smith has served as Partner at Big Digital Energy, LLC since August 2025. He previously founded Arrowhead Technologies, a cybersecurity firm, and served as its CEO until its acquisition in July 2025, advising numerous companies on internal controls, compliance, and security. Phil Stanley Chief Executive Officer | BGDE Principal | SixThirty.AI Cody Smith Chief Operating Officer | BGDE Principal | SixThirty.AI Mr. Stanley previously served as Chief Executive Officer and Managing Member of PM Squared LLC, where he oversaw financial strategy, investment activities, and operations. Joshua Kilgore, Phil Stanley and Cody Smith, together with their affiliates SixThirty.AI LLC (f/k/a Big Digital Energy, LLC); Endeavor Blockchain, LLC; and PM Squared LLC comprise the Endeavor Group.

 

 

Proposed Combined Platform Combined Platform SixThirty.AI Pipeline Assets currently held by the Endeavor Group Big Digital Energy 247 MW 118 MW 129 MW Operating Capacity 584 MW BGDE pipeline 752 MW combined development pipeline 584 MW 168 MW Expansion Capacity Multi - market, 6 - state footprint Diversified power IA, TX, KS, OK Grid + Natural Gas Proximity to water sources PJM market (PA), OH Nuclear - powered Markets + Power Profile Multiple monetization pathways Selective AI/HPC conversion BTC mining, Hosting Major metropolitan access AI conversion Power arbitrage BTC mining Colocation Energy management Strategic Optionality 6 BGDE assets contributed to a scaled public platform Endeavor Group power assets sourced at attractive bases Deployed across energy - rich regions Improve valuation recognition over time

 

 

Portfolio Overview | Big Digital Energy Assets Strategic Priority Expandable To Current MW Current Status State Asset Control Status AI Repositioning Candidate — 120 MW Operating PA Midland BGDE Load Study Pending 24 MW — Pre - development OH Corning BGDE Secondary Operating Asset 24 MW 9 MW Operating PA Bellefonte BGDE 129 MW Operating Portfolio 168 MW Development Pipeline 1 PJM grid - connected site 7

 

 

Portfolio Overview | SixThirty.AI Assets Strategic Priority Power Cost Expandable To Current MW Current Status State Asset Control Status SixThirty.AI – Big Digital Energy Assets AI - Capable / Power Monetization Asset $35 74 MW 19 MW Operating IA Iowa South SixThirty.AI AI - Capable $39 30 MW — Under Construction TX Houston SixThirty.AI Expandable Site $51 15 MW 8 MW Operating IA North Iowa SixThirty.AI Power Monetization Asset $42 Negotiating 10 MW Operating KS Wildcat SixThirty.AI Near - Term LOI Pipeline Flagship AI Candidate $36 98 MW 24 MW LOI Signed TX Mustang SixThirty.AI Flagship AI Candidate $44 300 MW — Pre - development OK Oklahoma SixThirty.AI AI - Capable $42 — 40 MW LOI Signed TX Dallas Sixthirty.AI AI - Capable $43 — 17 MW Operating TX South Texas Sixthirty.AI 118 MW Operating Portfolio 584 MW Development Pipeline 8 Sites Owned Today 2 Near - term LOI Assets 8

 

 

A Transformed Platform Under New Leadership A New Era of Execution 9 Big Digital Energy has plans to implement a rigorous turnaround x Stabilized Capital Base : Resolving negative working capital and retiring toxic legacy debt x Strategic Repositioning : Hard pivot from pure - play Bitcoin mining to institutional - grade AI and HPC infrastructure x Governance Reset : New Board and experienced team aligned with shareholders via strict performance milestones The new management team has executed a successful control takeover to unlock a broader AI infrastructure development pipeline of 752 MW across current BGDE and SixThirty.AI controlled assets

 

 

Capital Raise Strategy 10

 

 

Phased Capital Strategy Phase 2: Expansion Capital | Structured equity, preferreds, and selective convertibles Supports site expansion and acquisitions of cash - flowing / selective AI - conversion opportunities Phase 3: Project Finance Capital | Asset - backed debt, equipment financing, strategic partner capital and customer prepayments Funds AI conversion and campus buildout at optimized cost of capital BGDE intends to begin with sponsor - backed and corporate - level capital to simplify the capital structure and fund near - term execution, then transition toward lower - cost project financing as assets mature and valuations improve. Capital sources will evolve with execution, contracted cash flow, and platform maturity $1B+ Capital Plan $100M+ Sponsor equity from inception support a cleaner path for third - party capital Phase 1: Initial Capitalization| Top - level entity financing and sponsor equity Supports capital structure simplification, working capital, and near - term asset execution Completed 11

 

 

Independent Framework for Acquisition of Endeavor Affiliated Assets Independent Review Process Third - Party Valuation Any management - affiliated asset acquisition would be subject to a third - party valuation Independent Board Review Transactions would be reviewed and approved by non - affiliated directors and/or an independent committee Conflicted - Party Recusal Principals in SixThirty.AI with ownership in the target assets would recuse themselves from valuation, negotiation, and approval decisions Definitive Documentation & Approvals Any transaction would remain subject to diligence, definitive agreements, financing, and required approvals SixThirty.AI - controlled assets may provide BGDE with access to a differentiated development pipeline. Any related - party asset acquisition or contribution would be evaluated through an independent, disciplined and shareholder - focused process. Why This Matters Public Platform Scale BGDE can potentially bring privately sourced infrastructure into a larger, financeable public platform with broader access to institutional capital Incentive Alignment Management’s ownership position in BGDE creates a direct economic incentive to drive long - term shareholder value Access to Privately Sourced Power Assets SixThirty.AI may provide BGDE with access to power - secured development opportunities that are difficult to source in the public market 12

 

 

Roadmap $100M+ Commitment Reposition company for growth Develop Pipeline Scale Operating Footprint 1GW Operating Controlled Scale - Up 2GW Campus Build a large - scale AI platform 2GW+ Power Portfolio Phase 1 Phase 4 P1: Recapitalization Objective: x Clean up balance sheet x Acquire cash - flowing assets x Improve existing operations x Reach Profitability Structure: • Senior Convert • Moderate valuation cap • Governance rights Objective: x 250MW Acquisition in Midwest x AI hyperscaler partnerships x Execute LOI for Mustang Site x Increase valuation confidence Objective: x Demonstrate execution capability Structure: • Mix of equity / structure debt • Convertibles Objective: x $1.5B Capital Requirement x Build a large - scale AI infrastructure platform x Optimize cost of capital x Create long - term capital partners Structure: • Long - term convertible bonds • Project - level financing P2: Market Validation P3: Expansion P4: Scale Buildout $1B gets platform through Phase 3 and secures Phase 4 opportunities Phase 2 Phase 3 Long Term Goal Raise additional capital 13

 

 

Power - First Value Creation Model Downside Support 14 Value Expansion Capital Formation Power Monetization & Hosting Existing operations, hosting, and power monetization provide base cash - flow support while preserving optionality across the asset base Selective AI / HPC Conversion Where power access, site design, and customer demand justify the capital, selected sites can be upgraded for materially higher - value AI/HPC colocation economics Broader Financing Access Initial capital supports stabilization and execution. As sites are stabilized and commercialized, stronger asset quality and contracted cash flows support access to lower - cost capital over time BGDE monetizes owned power infrastructure today, preserves selective AI/HPC conversion optionality, and improves financing flexibility as asset quality and contracted revenue scale

 

 

Transforming BGDE into an AI Powerhouse 15

 

 

Big Digital Energy’s Hidden Asset Value Midland, PA — 120 MW One of the largest operating sites in PJM operated by a public BTC miner x Grid - connected to nuclear power (carbon - free) x ~38,810 miner rack spaces x Active colocation and self - mining operations x ~50 MW colocation framework with Consensus/NYDIG x Second 250 MW substation currently offline on location x Opportunity to acquire 200 acres at site Corning, OH — 24 MW x Under Construction x LOI to acquire 100 acres Bellefonte, PA — 9 MW x Self - mining capacity, complementary to Midland x Expandable to 24 MW x Current PPA expandable to 150MW (pending load study) What the Market is Missing Replacement cost: Building 129 MW of grid - connected, PJM - market data center infrastructure from scratch would cost $700K – $1M+ per MW for BTC mining, or $8 – 15M per MW for AI - grade. That’s $90M – $1.9B in replacement value. Prior monetization: Sandersville site sold for $42.5M — nearly 3x the company’s entire Q1 2026 market cap prior to BGDE takeover. PJM scarcity premium: Capacity prices at $330/MW - day (up from $30). Grid - connected sites in PJM are increasingly rare and valuable. 16

 

 

AI Conversion Strategy What BGDE Controls Today Power economics secured at wholesale rates Land and site control across multiple energy - rich regions Grid interconnection / development rights Existing operating and expandable infrastructure Economics disclosed from AI / HPC Infrastructure Contracts 1 (Revenue / 100 MW) $140 - 225M 40 – 65% Site - Level Margin Potential BTC Mining / Legacy Hosting AI / HPC Colocation $20 - 45M ~15 - 25% EBITDA AI/HPC conversion can materially reprice controlled power infrastructure How AI Conversion will be Delivered EPC and engineering partners complete specialized fit - out Cooling, electrical, and network upgrades deployed to spec Anchor tenant / compute partner drives final design BGDE monetizes through infrastructure conversion and colocation economics AI Conversion Opportunity 1 Economics based on publicly disclosed long - term contracts: Core Scientific/CoreWeave (590 MW, $10.2B, 12 - yr); Applied Digital/CoreWeave (400 MW Polaris Forge 1, $11B, 15 - yr; 200 MW Polaris Forge 2, $5B, 15 - yr, APLD); Galaxy Digital/CoreWeave (800 MW Helios, $1B+ avg. annual revenue, 15 - yr); TeraWulf/Fluidstack (200+ MW, $3.7B, 10 - yr). Revenue per 100 MW figures are illustrative and not a projection for BGDE. Economics vary by contract structure (hosting vs. lease), capital scope, term length, and escalator provisions. 17

 

 

The BGDE Power Advantage Negotiate Power Agreements Direct contracts with utilities at wholesale rates less than $0.04/kWh Provide to Customers Sell power at premium $0.07/kWh while remaining competitive Margin Generation at Scale $0.02/kWh profit on massive power consumption volume AI Conversion -> Higher monetization potential Identify partners to convert high quality sites to host AI workloads. 18

 

 

Growth Strategy Leverage PJM power footprint and Big Digital Energy’s site infrastructure to develop AI/HPC hosting business . Engage hyperscalers and GPU - as - a - service providers . Restructure asset base to de - emphasize pure BTC mining and prioritize AI/HPC colocation. Sell, build, or convert assets as necessary to maximize value. Acquire additional strategic data center sites. Expand existing power infrastructure footprint. Explore further capitalization avenues to support growth. Target $1B in project - level and platform financing through non - dilutive structures. Resolve creditor overhangs, pursue targeted settlements to stabilize the balance sheet , streamline the capital structure and reposition business to monetize assets for long - term strategic partnerships with hyperscalers & AI companies Transform Big Digital Energy into a creditworthy, multi - site AI/HPC infrastructure platform capable of attracting institutional capital and long - term contractual revenue. 1 2 3 4 19

 

 

Valuation 20

 

 

The Opportunity: AI Infrastructure Supercycle 3x Revenue per MW from AI contracts vs BTC mining $330 PJM capacity price per MW - day (up from $30) grid power is scarce 85% Project EBITDA margins on AI/HPC colocation vs. ~30% for mining $5.2T AI data center infrastructure investment needed by 2030 130 GW Projected data center power demand by 2028 — up from ~20 GW $70B+ AI hosting contracts announced by former BTC miners through Q1 2026 Sources: McKinsey, CoinShares Q1 2026, JPMorgan, PJM Interconnection. Power is the defining constraint of this generation of infrastructure . AI/HPC demand is expanding rapidly and with traditional data center development taking 3 - 5 years, hyperscalers need faster time - to - power and a product that is proven, predictable, and deployable at speed 21

 

 

2024 – 2025 | A Missed Opportunity Note: Synthetic Index Weighting = IREN (40%) + WULF (25%) + HUT (20%) + CIFR (15%). Base = 100 on 2024 - 01 - 02. Source: Koyfin. Data as of April 27, 2026. +603% Despite being well positioned to take advantage of the shift to AI & HPC infrastructure, shareholders bore the cost of poor execution preventing meaningful progress and limited long - term value creation. However, a massive arbitrage opportunity exists under new leadership. BGDE vs. Russell 2000 vs. Synthetic Index (IREN, WULF, HUT, and CIFR) +39% New BGDE Leadership - 89% 22

 

 

Valuation Upside 1 Market cap reflect figures as of April 16, 2026 2 All financial data sourced from publicly available SEC filings (10 - K, 10 - Q, 8 - K, company press releases, and earnings transcripts) 3 EV / MW = Enterprise Value / Contracted MW. Illustrative metric to present valuation bridge for BGDE compared to peer group. These are not projections, forecasts of BGDE 4 Valuation Bridge is illustrative only; all peers have executed hyperscaler contracts while BGDE has not; conversion requires significant capital and execution 5 BTC miner EV/MW uses total operational capacity at owned + hosted sites as of most recent filings, not development pipeline AI / HPC Partners Dev. Pipeline EV / MW ($) 3 Contracted Rev & MW 2 Market Cap 1 Ticker Company Unnamed 4.3 GW $15.3M 600 MW Polaris Forge 1 & 2 $16B $8.6B APLD Applied Digital 2.3 GW $21.1M 522 MW Lake Mariner + Abernathy $12.8B $8.3B WULF TeraWulf 8.5 GW $30.0M 245 MW River Bend, LA $10B $7.9B HUT Hut 8 3.4 GW $15.1M 600 MW Black Pearl + Barber Lake $9.3B $6.9B CIFR Cipher Digital 1.5 GW $11.3M 590 MW Multiple Sites $10.2B $6.1B CORZ Core Scientific - 1.7GW $3.6M - - $4.4B MARA Marathon - 1.8GW $3.4M - - $3.1B CLSK Cleanspark $18.6M $7.6B Average Ready to Convert 168 MW + 584 MW BGDE Pipeline $0.26M 129 MW - $34M BGDE Big Digital Energy (Today) If BGDE were to be valued at peer multiples 4 $33.8M $452M $1.2B $1.5B $2.4B Market Cap as of April 16 BTC Mining Peers 5 At 50% Discount to Peers At Peer Low - End At Peer Average at $3.5 M/MW at $9.3 M/MW at $11.3 M/MW at $18.6 M/MW 23

 

 

Platform Valuation & Strategic Acquisitions 24 Panhandle Platform Acquisition Large - scale infrastructure campus with 1.5 - 2 GW total development capacity. $1B+ annual revenue potential at full buildout Central TX Project Acquisition Adds an estimated $75M in value, will be acquired with cash and warrants for immediate impact. Existing Platform NAV Current net asset value of $75M provides a solid financial base for expansion South Dakota Project Acquisition Adds $100M in value, will be acquired using stock and warrants to align long - term upside Our strategy integrates existing assets with key acquisitions to rapidly scale Big Digital Energy's infrastructure footprint and valuation . These strategic deals will be structured to optimize capital and align interests for long - term growth. Projected platform valuation of approximately $350M through strategic integration of high - potential assets and aligned capital deployment

 

 

Why BGDE can become a $10B+ Infrastructure Platform The growth era of Big Digital Energy begins today 25 x Control of Scarce Assets 129 MW live capacity in constrained PJM / ERCOT markets x Massive Platform Scale 752 MW of captive pipeline under management [168 owned by BGDE; 584 owned by SixThirty.AI] x Energy + Compute Integration Control of energy infrastructure provides a structural cost & supply advantage in powering AI deployments x Scalable Multi - site Model Platform structure enables rapid replication across sites, generating recurring high - margin revenue at scale x Capital Markets Access Public market structure unlocks institutional capital pools unavailable to private infrastructure developers x High - Margin Infrastructure Economics AI infrastructure projected to generate 40 - 60% EBITDA margins supporting premium valuation multiples x Multiple Expansion Clear structurally derisked path to closing the arbitrage gap compared to peers

 

 

Development Pipeline of Assets controlled by Sixthirty.AI 26

 

 

Texas (Mustang) 24 MW Currently Operational – LOI Signed Expansion: Can scale up to 98 MW. Land is owned. Power Advantage: ~$36/MWh AI Suitability : Strategically positioned adjacent to major substations, making it a prime candidate for immediate high - density retrofits and hyperscaler off - take . 27

 

 

Houston (AI Flagship Site) 30 MW Under Construction Expansion: 30 MW across 4 owned acres. Power Advantage: ~$39.2/MWh (actively involved in demand response programs) AI Suitability: Infrastructure is highly adaptable for rapid modular AI retrofits. 28

 

 

Iowa South 19 MW Currently Operational Expansion: . Scalable to 74 MW across 4 owned acres. Turnkey facility ready for immediate deployment Power Advantage: ~$35/MWh. Partnership with Whatsminer AI Suitability: Rapidly scalable operation. Established, high - efficiency infrastructure. 29

 

 

Kansas (Wildcat) 10 MW Currently Operational Expansion: Currently negotiating utility expansion. 15 owned acres. Power Advantage: ~$42.3/MWh AI Suitability: Highly suitable for load - flexible AI deployments due to sophisticated energy curtailment capabilities 30

 

 

North Iowa 8 MW Facility Capacity (6 MW Online) Expansion: Potential to expand footprint to 15 MW Power Advantage: ~$51/MWh 31

 

 

Oklahoma (AI Flagship Site) 300 MW Under Construction Expansion: 300 MW across 160 owned acres. Power Advantage: ~$44/MWh AI Suitability: Strategic proximity to natural gas pipelines, fiber trunks, and critical water sources necessary for advanced facility liquid cooling. 32

 

 

Dallas 40 MW Currently Operational - LOI Signed Own the land. ESA and land purchase under negotiation Power Advantage: ~$42/MWh AI Suitability: Ongoing discussions with AI companies for buildout. Major metropolitan market access 33

 

FAQ

What are the key terms of Big Digital Energy’s $40 million credit facility (BGDE)?

Big Digital Energy entered a revolving line of credit Promissory Note for up to $40,000,000 with Endeavor Blockchain, LLC. Each loan bears a fixed 12% annual interest rate, with principal and interest payable on demand and secured by specified company assets.

How is Big Digital Energy (BGDE) repositioning its business toward AI and HPC infrastructure?

Big Digital Energy plans a hard pivot from pure Bitcoin mining to AI/HPC infrastructure, leveraging long-term control of low-cost power and strategic sites. The company highlights AI-capable assets and modular infrastructure aimed at higher-value AI/HPC colocation economics compared with legacy mining and hosting.

What scale of development pipeline does Big Digital Energy report in its presentation?

The presentation outlines a combined development pipeline of 752 MW, including 168 MW controlled by Big Digital Energy and 584 MW controlled by SixThirty.AI. These power-secured sites span several U.S. states and are positioned for Bitcoin mining, hosting, and selective AI/HPC conversion.

What capital raise strategy does Big Digital Energy describe in its May 2026 presentation?

Big Digital Energy describes a phased $1B+ capital plan: initial sponsor-backed and corporate financing, followed by structured equity and preferreds for expansion, then project-level debt, equipment finance, and partner capital to fund AI conversion and campus build-out as assets mature.

What is Big Digital Energy’s reported average power cost and why is it important?

The company cites an average power cost of about $41.4 per MWh across its sites. Management positions this low-cost, long-term power access as a key advantage for deploying scalable compute infrastructure and selectively converting sites to higher-value AI/HPC colocation use cases.

Filing Exhibits & Attachments

5 documents