Big Digital Energy (NASDAQ: BGDE) details $15M insider-led preferred raise and 300MW Texas AI datacenter JV plan
Rhea-AI Filing Summary
Big Digital Energy entered a financing deal and outlined a major AI datacenter plan. The company sold 16,700 shares of Series D Convertible Preferred Stock at $900 per share for gross proceeds of about $15.03 million and issued a five-year warrant for 926,748 common shares at $10.81. The preferred carries a 5% annual dividend, rising to 18% during specified “Triggering Events,” and converts into common stock at a 5% discount to market, subject to a $1.80 floor, monthly volume caps, a 4.99% beneficial ownership limit and Nasdaq listing constraints. Separately, Big Digital announced a 50/50 joint venture with 10NetZero and a letter of intent to acquire a power-ready Hood County, Texas site with 17 MW of live power and a roadmap to more than 300 MW of AI-focused datacenter capacity.
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Insights
Big Digital secures $15M insider-led preferred financing tied to an ambitious Texas AI datacenter plan.
Big Digital Energy raised about $15.03M by issuing Series D Convertible Preferred Stock and a warrant to an entity controlled by senior executives. The security pays a 5% dividend, stepping up to 18% during Triggering Events, and sits senior to other equity for dividends and liquidation.
The preferred converts at 95% of the lowest five-day VWAP, subject to a $1.80 floor, monthly conversion caps (linked to trading volume or $2M) and a 4.99% beneficial ownership limitation. Issuance of additional Conversion and Warrant Shares is constrained by Nasdaq rules and future stockholder approval, limiting immediate dilution.
Proceeds support strategy as the company pursues a 50/50 joint venture with 10NetZero for a power-ready Hood County, Texas site. Presentation materials describe 17 MW of existing ERCOT power, potential grid headroom of 111.6 MW and a three-track buildout concept targeting 300+ MW of capacity, with illustrative stabilized NOI of about $485M and a blended unlevered yield near 13.6%. These economics are mid-case examples at the project level and depend on financing, ERCOT validation, tenant contracts and successful execution.
8-K Event Classification
Key Figures
Key Terms
Series D Convertible Preferred Stock financial
Beneficial Ownership Limitation financial
behind-the-meter generation technical
net operating income financial
unlevered yield-on-cost financial
Rule 415 regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
Securities Purchase Agreement
On June 30, 2026, Big Digital Energy, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with Six Thirty AI, LLC (the “Purchaser”), pursuant to which the Company issued and sold to the Purchaser an aggregate of 16,700 shares of newly designated Series D Convertible Preferred Stock, par value $0.001 per share, with a stated value of $1,000 per share (“Series D Preferred Stock”), at a purchase price of $900.00 per share, for gross proceeds to the Company of $15.03 million, before deducting placement agent fees and other offering expenses. The Series D Preferred Stock is convertible into shares of common stock of the Company, par value $0.001 per share (“Common Stock,” and such shares of Common Stock as so converted, the “Conversion Shares”), as described below under “Series D Preferred Stock.” Under the Purchase Agreement, the Company also issued to the Purchaser a warrant (the “Warrant”) exercisable for five years to purchase 926,748 shares of Common Stock (the “Warrant Shares”) at an exercise price of $10.81, which is 120% of the closing price of the Common Stock immediately before closing, subject to adjustment upon the occurrence of any stock split, stock dividend, stock combination or similar transaction.
The offer and sale of the foregoing securities was made to the Purchaser in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The Company relied on representations from the Purchaser that it is an “accredited investor” (defined in Rule 501(a) of Regulation D promulgated under the Securities Act), acquiring securities for investment only without a view to distribution. The offering was conducted without general solicitation or advertising, with restrictions on resale absent registration or an exemption.
The Purchaser is controlled by Josh Kilgore, Phil Stanley, and Cody Smith, who are, respectively, the Executive Chairman, Chief Executive Officer, and Chief Operating Officer of the Company. A Special Transactions Committee of the Company’s board of directors (the “Board”) comprised solely of disinterested directors, together with the Audit Committee of the Board, reviewed and approved the Purchase Agreement and related agreements.
The transaction documents prohibit the Company from issuing any Conversion Shares or Warrant Shares to the extent such issuances would violate applicable rules and regulations of The Nasdaq Stock Market LLC (“Nasdaq”). The Company has agreed to include in the proxy statement for its next annual meeting of stockholders, which the Company has agreed to hold no later than November 14, 2026, a proposal to obtain requisite approvals of its stockholders to permit issuances of Conversion Shares and Warrant Shares in excess of any restrictions currently imposed by applicable rules and regulations of Nasdaq.
The Purchase Agreement contains customary representations, warranties and covenants for similar transactions. The representations and warranties were made only for purposes of the Purchase Agreement and as of specific dates; were solely for the benefit of the parties thereto; and may be subject to limitations agreed by the parties, including being qualified by confidential disclosure schedules. Investors should not rely on the representations and warranties as characterizations of the actual state of facts or circumstances of the Company or any other person.
The Company retained Northland Securities, Inc. (the “Placement Agent”) as exclusive placement agent for the transaction and paid the Placement Agent a cash fee of 6.0% of the gross proceeds from the sale of the shares of Series D Preferred Stock, together with customary expense reimbursements.
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Letter Agreement
The Purchaser acquired the Series D Preferred Stock using borrowed funds. Concurrently with the execution of the Purchase Agreement, the Company entered into a letter agreement (the “Letter Agreement”) with the Purchaser and the administrative and collateral agent for the lenders (the “Agent”), pursuant to which the Company consented to (i) the Purchaser’s pledge of the shares of Series D Preferred Stock to the Agent for the ratable benefit of the lenders; (ii) the Purchaser’s assignment of the Warrant to the lenders as a commitment fee under the loan facility; and (iii) the lenders’ right to exchange all or any portion of the outstanding obligations under the loan and guaranty agreement for shares of the Series D Preferred Stock and settlement using the Series D Preferred Stock or Conversion Shares.
Registration Rights Agreement
Concurrently with the execution of the Purchase Agreement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which the Company is obligated to file and maintain the effectiveness of one or more resale registration statements with the Securities and Exchange Commission (the “SEC”) registering the resale of the Conversion Shares and Warrant Shares on a continuous basis under Rule 415 of the Securities Act. The Company is required to file the initial registration statement for such purposes no later than July 20, 2026, and to have such registration statement declared effective by the SEC no later than August 29, 2026 (or in the event of a “full review” by the SEC, no later than September 28, 2026).
Series D Preferred Stock
On June 30, 2026, the Company filed a Certificate of Designations (the “Certificate of Designations”) with the Secretary of State of the State of Delaware, establishing the voting and other relative rights, powers and preferences of the Series D Preferred Stock. The Certificate of Designations became effective upon filing and authorizes the issuance of up to 100,000 shares of Series D Preferred Stock.
General. Each share of Series D Preferred Stock has an initial stated value of $1,000 per share, which is subject to proportional adjustment upon the occurrence of any stock split, stock dividend, stock combination or similar transaction, and is fully paid and non-assessable.
Ranking. The Series D Preferred Stock, with respect to the payment of dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company, ranks senior to all other classes or series of the Company’s capital stock, unless specified required holders consent to the creation of other capital stock that is senior or equal in rank to the Series D Preferred Stock.
Dividends. Dividends accrue on the Series D Preferred Stock from the date of issuance at a rate of 5% per annum, which increases to 18% per annum during the pendency of a Triggering Event (as defined in the Certificate of Designations), and are payable quarterly in arrears through the issuance of additional shares of Series D Preferred Stock (i.e., PIK shares) or, at the Company’s election, in cash.
Conversion at the Option of the Holders. Each holder of Series D Preferred Stock may convert all, or any part, of its shares of Series D Preferred Stock, at any time on or after August 30, 2026, into Conversion Shares at a conversion price (the “Conversion Price”) equal to 95% of the lowest daily volume-weighted average price of the Common Stock over the five consecutive trading days immediately preceding the conversion date, subject to a floor price of $1.80 and certain limitations on conversion as described below.
Adjustments to the Conversion Price. The Conversion Price is subject to proportional adjustment upon the occurrence of any stock split, stock dividend, stock combination or similar transactions.
Beneficial Ownership Limitation. The Company may not effect the conversion of any shares of Series D Preferred Stock to the extent that, after giving effect to such conversion, the applicable holder, together with any person whose beneficial ownership of Common Stock would or could be aggregated with such holder’s for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such conversion (provided that such limitation shall not apply to any holder whose beneficial ownership exceeds the Maximum Percentage on the date such holder acquires Series D Preferred Stock).
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Monthly Conversion Limitation. In addition, the Company may not effect the conversion of any shares of Series D Preferred Stock to the extent that, after giving effect to such conversion, the aggregate stated value of shares of Series D Preferred Stock that has been converted into shares of Common Stock during the calendar month in which such conversion occurred exceeds the greater of (a) 10% of aggregate dollar trading volume during the month or (b) $2,000,000 (provided that such limitation shall not apply during the pendency of a Triggering Event).
Limitation on Conversions for Purposes of Listing Rules. The Company may not effect the conversion of any shares of Series D Preferred Stock to the extent the issuance of such Conversion Shares would violate applicable rules and regulations of Nasdaq, as described above under “Securities Purchase Agreement.”
Voting Rights. The Series D Preferred Stock is non-voting, except as required by applicable law or as expressly set forth in the Certificate of Designations.
Transfer Restrictions. Consent of the Board is required to transfer shares of Series D Preferred Stock, except in certain limited situations, including as described below under “Letter Agreement.”
Company Optional Redemption. The Company may redeem the Series D Preferred Stock at any time, in whole or in part, at a cash price equal to 105% of the aggregate Conversion Price for the Series D Preferred Stock being redeemed, subject to customary conditions as set forth in the Certificate of Designations, including a 12–60 trading day notice window and the absence of any Equity Condition (as defined in the Certificate of Designations).
Fundamental Transactions. The Certificate of Designations prohibits the Company from entering into specified “Fundamental Transactions,” which include, without limitation, mergers, business combinations and similar transactions, unless the Company (or the successor entity) assumes in writing all of the Company’s obligations under the Certificate of Designations and the other transaction documents, provided that any such successor entity shall be a publicly traded corporation listed on an eligible trading market. The Company may alternatively exercise its optional redemption right in full in connection with a Fundamental Transaction.
Covenants. Among other negative covenants, and subject to customary exceptions, so long as the Series D Preferred Stock is outstanding, the Company will not, and will cause its subsidiaries not to, (i) redeem, repurchase or declare or pay any cash dividend or distribution on any of its capital stock; (ii) incur indebtedness or create liens, except for customary permitted indebtedness and permitted liens; or (iii) enter into any variable rate transaction.
The foregoing description of the terms of the Certificate of Designations, the Warrant, the Purchase Agreement, the Letter Agreement, and the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such documents, copies of which are filed as Exhibits 3.1, 4.1, 10.1 through 10.3, respectively, to this Current Report on Form 8-K.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 is incorporated herein by reference into this Item 3.02.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The description of the terms of the Series D Preferred Stock and the Certificate of Designations in Item 1.01 is incorporated herein by reference.
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Item 7.01. Regulation FD Disclosure.
On July 6, 2026, the Company issued a press release announcing the entry into a joint venture with energy-infrastructure company 10NetZero, and is furnishing related investor presentation materials. A copy of the press release and presentation materials are attached to this Current Report on Form 8-K as Exhibits 99.1 and 99.2.
The information included in this Item 7.01 and in Exhibits 99.1 and 99.2 attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall any such information or exhibits be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such document.
Forward-Looking Statements
This Current Report on Form 8-K and its Exhibits contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, among others, statements regarding the Company’s financing transactions (including the issuance of Series D Convertible Preferred Stock and Warrant), the expected timing and effects of such transactions, the Company’s plans and expectations regarding any joint venture with 10NetZero and the proposed development of a data-center site in Texas, and the Company’s strategy, operations, and future results. Words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “target,” “will,” “would,” “subject to,” and similar expressions are intended to identify forward-looking statements.
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; the timing, negotiation, and execution of any definitive agreements relating to a joint venture with 10NetZero and the proposed acquisition and development of any Texas site, and the satisfaction of any closing conditions; 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.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number |
Description | |
| 3.1 | Certificate of Designations of Series D Convertible Preferred Stock of Big Digital Energy, Inc. | |
| 4.1 | Warrant, dated June 30, 2026, issued to YA PN II, LTD, by Big Digital Energy, Inc. | |
| 10.1 | Securities Purchase Agreement, dated June 30, 2026, by and between Big Digital Energy, Inc. and Six Thirty AI, LLC. | |
| 10.2 | Letter Agreement, dated June 30, 2026, by and among Big Digital Energy, Inc., Six Thirty AI, LLC and YA PN II, LTD. | |
| 10.3 | Registration Rights Agreement, dated June 30, 2026, by and between Big Digital Energy, Inc. and Six Thirty AI, LLC. | |
| 99.1 | Press Release, dated July 6, 2026 | |
| 99.2 | Investor Presentation Materials, dated July 6, 2026 | |
| 104 | Cover page interactive data file formatted in Inline XBRL |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Big Digital Energy, Inc. | ||
| Date: July 6, 2026 | By: | /s/ Kaliste Saloom |
| Kaliste Saloom | ||
| General Counsel | ||
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Exhibit 99.1
FOR IMMEDIATE RELEASE
Big Digital Energy announces partnership with 10NetZero to Acquire Power-Ready Hood County, Texas Site for AI Datacenter Development
50/50 joint venture targets a phased buildout of up to 311 MW on a site with live power and grid headroom
MIDLAND, PA — July 6, 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 had entered into a 50/50 joint venture with energy-infrastructure company 10NetZero, with a signed a letter of intent to acquire a live powered industrial site in Hood County, Texas, and to develop it into a large-scale datacenter campus serving artificial intelligence (“AI”) tenants. The Company also engaged Northland Capital Markets to act as a financial advisor in relation to the Company’s evaluation of AI/high-performance computing (“HPC”) uses for the Company’s power assets, including site level financing and partnership opportunities.
Josh Kilgore, Chairman of Big Digital commented “Our planned acquisition of the 50% interest in the Hood County site and partnership with 10NetZero is a prime example of our efforts to leverage our powered land expertise and pipeline to identify and acquire attractive AI ready sites. The planned transactions illustrate management’s commitment to accelerating the Company’s transition into an AI datacenter developer and operator in order to maximize value to all Big Digital stakeholders.”
Cody Smith, COO of Big Digital commented “The Hood County site would give us live power and a path to up to hundreds of megawatts, which would let us deliver capacity to AI customers years ahead of a comparable greenfield project. Partnering with 10NetZero would pair that site with deep energy-infrastructure capability, and we intend to move quickly.”
The approximately 50-acre Hood County site contains over 30,000 square feet of existing structures the partnership intends to repurpose for datacenter use as well as an administrative office which will be utilized as the Command Center. The Hood County site already 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 buildout to as much as 311 MW of operating capacity. The acquisition would bring the Company’s total operational MWs to 146 MW, and the Company is actively evaluating expansion opportunities within its current powered land portfolio as well as potential acquisitions from the private powered land portfolio of an affiliate of its executive management team.
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 129 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,” “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; the timing, negotiation, and execution of any definitive agreements relating to a joint venture with 10NetZero and the proposed acquisition and development of any Texas site, and the satisfaction of any closing conditions; 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
Exhibit 99.2
Texas Load House A Power-Ready ERCOT Site with a Three-Track Path to 300+ MW Big Digital Energy is planning to acquire a power-ready industrial site in the Dallas–Fort Worth area (ERCOT) and develop it into a large- scale AI datacenter. The site is power-ready today with 17 MW of operational ERCOT power, with 111.6 MW subject to validation by the Electric Reliability Council of Texas ("ERCOT"). On-site gas infrastructure — two 12-inch lines and a 24-inch line — supports behind-the- meter expansion. Capital deploys across three independent, complementary tracks: an AI-leaning on-grid Phase 1, an institutional grid powered-shell, and behind-the-meter gas generation — scaling to 300+ MW of available capacity at full deployment. 17 MW O P E R AT I O N A L E R C O T P O W E R TO D AY 74 MW Y E A R - 1 TA R G E T C A PA C I T Y ( F R O M 1 7 M W TO D AY ) 111.6 MW P O T E N T I A L G R I D H E A D R O O M 300+ MW AVA I L A B L E C A PA C I T Y AT F U L L D E P L O Y M E N T ~$485M C O M B I N E D S TA B I L I Z E D N O I ( M I D C A S E ) ~13.6% B L E N D E D U N L E V E R E D Y I E L D ( M I D C A S E ) P O W E R - R E A D Y E R C O T S I T E · T H R E E - T R A C K D A T A C E N T E R D E V E L O P M E N T · J U N E 2 0 2 6 D A L L A S – F O R T W O R T H A R E A T R A C K · ~ 5 0 A C R E S Confidential — prepared by Big Digital Energy Inc 1
A S S E T & P O W E R A Power-Ready ERCOT Site The site's edge is timing: it carries live ERCOT power today and a path to substantial additional capacity subject to ERCOT validation, while on-site gas lines (two 12-inch and one 24-inch, in service) support behind-the-meter generation in parallel, subject to a confirmed tap/ interconnect. In a market where new interconnections sit in multi-year queues, power-ready beats power-promised — this is among the most capital-efficient routes to large-scale ERCOT-area compute available in 2026. S I T E & R E A L E S TAT E Location Dallas–Fort Worth area, TX (ERCOT) Interconnection 138 kV transmission (ERCOT) Site size ~50 acres Improvements 30,000 sq ft bldg · 10-tonne crane Also on site 2 warehouses · office · 2 water wells P O W E R & E N E R G Y Power today 17 MW operational Year-1 target 74 MW (grid) Energization Near-term Potential headroom 111.6 MW Gas access 2 × 12″ + 1 × 24″ lines on-site · in service Full-deployment target Up to 300+ MW (all tracks) W H Y P O W E R - R E A D Y W I N S Greenfield datacenter sites wait years in ERCOT interconnection queues before energizing a single server. This site has 17 MW live today, with on-site gas to support behind-the-meter expansion in parallel. The April 2026 capacity study removes the single largest source of greenfield uncertainty. Few sites combine an active interconnection, major on-site gas lines, water, expansion land, and an existing operating footprint — and that combination is what makes the three-track structure possible. 17 MW L I V E O P E R AT I O N A L P O W E R 111.6 MW P O T E N T I A L G R I D H E A D R O O M 24″ O N - S I T E G A S L I N E S ( 2 × 1 2 ″ + 2 4 ″ ) · B E H I N D - T H E - M E T E R O P T I O N A L I T Y Confidential — prepared by Big Digital Energy Inc 2
S T R A T E G I C T H E S I S Three Tracks, One Asset The opportunity is structured as three independent but complementary tracks, so capital can be deployed at the scale, timeline, and risk profile that fits each counterparty. The tracks are sequenced to compound: Track 1 will secure the site and anchor early AI colocation cash flow; Track 3 will reach in-service ahead of Track 2. At full deployment the site operates 300+ MW of available infrastructure capacity. TRACK 1 — ON-GRID PHASE 1 AI colocation TRACK 2 — GRID POWERED SHELL TRACK 3 — BEHIND-THE-METER Business model On-grid AI colocation offtake on the operational 17 MW, scaling with the year-one ramp Powered shell + gray space; ERCOT grid power; tenant pays utility Powered shell + gray space; on-site Wärtsilä gas gen; tenant pays fuel at cost Target capacity 17 MW today → 74 MW (year-1 target) 111 MW (potential, subject to ERCOT validation) 200 MW (2 × 100 MW, phased) Construction start None — operating at acquisition On tenant FID (gated) Phase A near-term · Phase B follows Time to first revenue Colo onboarding ~9 mo ~24–30 mo from FID ~18–24 mo (Phase A in-service) Lease / contract term 3-yr colo primary 10–15 yr primary 10–15 yr primary Revenue economics $90–120/MWh (AI colo) $165/kW-mo base rent (illustrative) · capacity rent $165/kW-mo base rent (illustrative) + fuel pass-through Stabilized revenue (mid) ~$14M ~$197M / yr ~$355M / yr (capacity rent) Stabilized GM / NOI (mid) ~$8M ~$173M NOI ~$312M NOI Strategic value Secures the site + early AI colocation cash flow; funds the dev window for Tracks 2 & 3 Highest % return; capital-efficient Largest absolute NOI; earliest at scale; ERCOT-independent 300+ MW AVA I L A B L E C A PA C I T Y AT F U L L D E P L O Y M E N T ~$3.56B TO TA L D E P L O YA B L E I N F R A S T R U C T U R E C A P I TA L ~$485M C O M B I N E D S TA B I L I Z E D N O I ( M I D C A S E ) Defined terms. NOI: net operating income (revenue less operating expense). Yield-on-cost: stabilized NOI ÷ total project cost. Colocation ("colo"): leasing power and data-hall space to a tenant. FID: final investment decision. Capacity rent: a fixed monthly charge per kW for reserved power/space. Behind-the-meter: on-site generation serving load without using grid transmission. Powered shell / gray space: a building with power delivered / fitted-out data-hall space. No tenant or power offtaker is currently under letter of intent (LOI) or contract — the only executed LOI is to purchase the property; any tenant "LOI" shown in the roadmap is a future target. Economics are shown at the project (100%) level; Big Digital Energy's economic share is 50% under the contemplated 50/50 joint venture with 10NetZero, subject to final participation. Confidential — prepared by Big Digital Energy Inc 3
C A P I T A L & R E T U R N S Deployment Roadmap & Economics Track 1 will be funded first and will anchor early AI colocation cash flow, funding the development window. Track 3 will reach in-service early and demonstrate execution; Track 2 will follow as the lowest-risk grid build. The blended return at full deployment is approximately 13.6% unlevered — attractive for available, power-ready infrastructure with embedded generation. C A P I TA L D E P L O Y M E N T R O A D M A P PHASE TRACK 1 — ON-GRID TRACK 2 — POWERED SHELL TRACK 3 — BEHIND-THE-METER Close Acquisition; AI colocation origination on the operational 17 MW Dev capital; ERCOT process; tenant origination Land sourcing; permitting; Wärtsilä engagement Yr 1 Ramp 17→74 MW; AI colo offtake signed & onboarding Continued development Phase A construction begins (100 MW) Yr 2 AI colo offtake operating Target tenant LOI · pre-FID Phase A construction Yr 3 AI colo offtake operating FID; financing close Phase A in-service (100 MW) Yr 4 Transitions into Track 2 Construction (111 MW) Phase B construction (+100 MW) Yr 5+ — In-service; long-term grid lease cash flow Phase B in-service (full 200 MW) H E A D L I N E E C O N O M I C S AT F U L L D E P L O Y M E N T ( M I D C A S E ) TRACK 2 (111 MW) TRACK 3 (200 MW) COMBINED (300+ MW) Total project basis (excl. land) ~$1.12B ~$2.44B ~$3.56B Stabilized capacity-rent revenue ~$197M ~$355M ~$552M Stabilized NOI ~$173M ~$312M ~$485M Blended unlevered yield-on-cost ~15.5% ~12.8% ~13.6% ~$552M S TA B I L I Z E D A N N U A L R E V E N U E ~$485M S TA B I L I Z E D A N N U A L N O I ~$3.56B D E P L O YA B L E I N F R A C A P I TA L ~13.6% B L E N D E D U N L E V E R E D Y I E L D Illustrative mid-case figures based on stated assumptions; not projections or guarantees. Track 1 economics are smaller-scale (AI colo ~$8M GM at $105/MWh mid case) and are reported separately. Yields on this page are unlevered and exclude adjacent land cost, financing structure, taxes, and tenant-specific concessions. Defined terms are footnoted on the "Three Tracks, One Asset" page. No tenant or power offtaker is under LOI or contract; the only executed LOI is to purchase the property. Economics are project-level (100%); Big Digital Energy's economic share is 50% under the contemplated 50/50 joint venture with 10NetZero, subject to final participation. Confidential — prepared by Big Digital Energy Inc 4
P A R T N E R S H I P S & E X E C U T I O N The Team Behind the Buildout Big Digital Energy owns and leads the project, in a joint venture with energy-infrastructure partner 10NetZero and with Vinco engaged to lead engineering, design, and go-to-market. The combination pairs site control and power with behind-the-meter generation capability and a dedicated AI-conversion engineering and tenant-origination team — aligned to a single mandate: bringing firm power to the AI market faster than a greenfield project can. J O I N T V E N T U R E — 1 0 N E T Z E R O BDE and energy-infrastructure partner 10NetZero plan to acquire and develop the site as a joint venture, pairing BDE's datacenter development with 10NetZero's energy-infrastructure and behind-the-meter generation capability — directly relevant to the Track 3 on-site gas buildout. E N G I N E E R I N G & G O - TO - M A R K E T — V I N C O Vinco (San Mateo, CA) leads engineering and design, ROM cost and schedule, and tenant origination / structured leasing with neo-cloud and hyperscale operators. Vinco recently delivered a 15 MW legacy-facility-to-AI conversion with VADD Construction Services and is backed by a growth investment from Bridgepointe Technologies. W H Y N O W ERCOT structural shortage. Texas is short of power-ready compute sites at peak AI demand; new interconnections in queue today are not in service until late this decade. Potential headroom. The April 2026 capacity study points to a path to 111 MW of additional grid capacity, subject to ERCOT validation. Sequencing advantage. Track 1 cash flow will fund the development window; Track 3 will reach in-service early, proving execution; Track 2 will follow as the lowest-risk grid build. Each track de-risks the next. Optionality. Active interconnection + on-site gas lines (2 × 12″ + 24″) + water + expansion land + an operating footprint — a combination few sites offer. POWER- READY L I V E I N T E R C O N N E C T I O N · P O T E N T I A L H E A D R O O M 3 TRACKS S E Q U E N C E D TO C O M P O U N D & D E - R I S K 300+ MW F U L L - D E P L O Y M E N T TA R G E T C A PA C I T Y Confidential — prepared by Big Digital Energy Inc 5
T R A N S A C T I O N S U M M A R Y The Acquisition, the Thesis & Why Now T H E A C Q U I S I T I O N Asset ~50 acres · power-ready (full site) Location Dallas–Fort Worth area, TX Year-1 target 74 MW (from 17 MW) Power at acquisition 17 MW operational Structure BDE / 10NetZero joint venture Status Letter of intent executed (property purchase) R E T U R N S N A P S H O T · F U L L D E P L O Y M E N T Available capacity 300+ MW Total project basis ~$3.56B (excl. land) Stabilized revenue ~$552M / yr Stabilized NOI ~$485M / yr Blended unlevered yield ~13.6% In-service (full) Phased over the build Conservative track yield ~15.5% (Track 2) T H E T H E S I S The scarce, hard-to-replicate element is in place: power-ready ERCOT capacity — 17 MW live and 111.6 MW of potential headroom subject to ERCOT validation — combined with on-site gas lines (two 12-inch + one 24-inch), water, expansion land, and an operating industrial footprint. A single acquisition unlocks up to $3.56B of deployable infrastructure across three sequenced tracks, anchored by the same site and operations, with Track 1 cash-flowing within months of close and Tracks 2 and 3 scaling to 300+ MW of available capacity. W H Y N O W Hyperscalers and AI operators are leasing every quality megawatt they can contract, and ERCOT-area power-ready sites are structurally scarce — new interconnections in queue today are not in service until late this decade. This site converts that scarcity into a capital-efficient, multi-track development with live power on day one and a potential path to hundreds of megawatts, delivered years ahead of a comparable greenfield project. Economics shown are at the project (100%) level; Big Digital Energy's economic share is 50% under the contemplated 50/50 joint venture with 10NetZero, subject to final participation. The only executed LOI is to purchase the property; no tenant or power offtaker is currently under LOI or contract. Forward-Looking Statements This investor presentation contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, among others, statements regarding the Company's plans and expectations regarding any joint venture with 10NetZero and the proposed development of a data-center site in Texas, and the Company's strategy, operations, and future results. Words such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "opportunity," "plan," "project," "roadmap," "target," "will," "would," "subject to," and similar expressions are intended to identify forward-looking statements. 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 timing, negotiation, and execution of any definitive agreements relating to a joint venture with 10NetZero and the proposed acquisition and development of any Texas site, and the satisfaction of any closing conditions; 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 investor presentation, and the Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date of this investor presentation, except as required by law. Confidential — prepared by Big Digital Energy Inc 6