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Investor group in Big Digital Energy (BGDE) takes Series D stake, up to 47.8% ownership

(Moderate)
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

Big Digital Energy, Inc. (BGDE) is the subject of an amended Schedule 13D/A in which a group of investors led by Six Thirty AI, LLC updates its ownership and financing arrangements. The group now reports beneficial ownership of 3,652,288 shares, representing 47.8% of BGDE’s common stock on a fully diluted basis as of June 30, 2026, including shares issuable upon conversion of preferred stock.

On June 30, 2026, Six Thirty AI purchased in a private placement 16,700 shares of Series D Convertible Preferred Stock with a face amount of $16,700,000 for an aggregate price of $15,030,000, funded by a loan from YA II PN, LTD. The Series D is convertible into up to 1,995,221 common shares based on a floating Conversion Price set at 95% of the lowest daily VWAP over five trading days, with a floor of $1.80 per share and a 19.99% cap on conversion until shareholder approval.

The filing notes that 7,643,972 shares are outstanding on a fully diluted basis as of June 30, 2026, including the Series D conversion shares. Excluding any shares issuable upon conversion of the Series D, the reporting group continues to own 1,657,067 common shares, or 30.0% of the outstanding common stock, unchanged from the prior amendment.

Positive

  • None.

Negative

  • The Series D Convertible Preferred Stock adds up to 1,995,221 potential new shares, raising dilution risk as the group’s stake could reach 47.8% on a fully diluted basis, while the floating Conversion Price at 95% of VWAP may incentivize further issuance tied to trading levels.

Insights

Large preferred financing adds significant potential dilution and concentrates control.

The filing shows the investor group around Six Thirty AI moving from a $15,030,000 preferred investment into a position that could reach 47.8% ownership on a fully diluted basis. This combines a sizeable capital infusion with meaningful influence over Big Digital Energy.

The Series D Convertible Preferred Stock carries a floating Conversion Price at 95% of the lowest daily VWAP over five trading days, with a $1.80 floor and a 19.99% cap on conversion until shareholder approval. That structure can create ongoing dilution risk linked to trading prices while limiting near-term issuance without approval.

On a common-stock-only basis, the group holds 30.0% of outstanding shares, unchanged from the prior amendment, so the incremental impact comes from the new preferred. The preferred and underlying shares are pledged to YA II PN, LTD under a Loan and Guaranty Agreement, so any future developments around that loan or shareholder approval for conversions will shape the eventual capitalization.

Series D preferred shares purchased 16,700 shares Private placement on June 30, 2026
Series D face amount $16,700,000 Face value of preferred stock
Series D purchase price $15,030,000 90% of face amount paid by Six Thirty AI
Shares issuable on Series D conversion 1,995,221 shares Based on $8.81 VWAP as of June 30, 2026
Fully diluted shares outstanding 7,643,972 shares Including Series D conversion shares as of June 30, 2026
Group ownership fully diluted 47.8% 3,652,288 shares owned as of June 30, 2026
Common-only group ownership 30.0% 1,657,067 common shares; unchanged from prior amendment
Conversion price terms 95% of lowest 5-day VWAP, $1.80 floor, 19.99% cap Series D Convertible Preferred Stock
Series D Convertible Preferred Stock financial
"Six Thirty AI purchased in a private placement 16,700 shares of the Issuer's Series D Convertible Preferred Stock"
Series D convertible preferred stock is a class of shares issued in a later-stage funding round that gives holders priority over common shareholders for payouts and often a fixed dividend, while including an option to convert those shares into common stock. It matters to investors because it affects who gets paid first if a company is sold or liquidates and can change ownership stakes and voting power when converted, similar to holding a safer ticket that can be exchanged for regular tickets later.
VWAP financial
"Conversion Price floats (95% of lowest daily VWAP in the five trading days prior to notice of conversion"
VWAP, or Volume-Weighted Average Price, is a way to find the average price of a stock throughout the trading day, giving more importance to times when more shares are traded. It helps traders see the typical price and decide whether a stock is expensive or cheap compared to its average, similar to finding the average speed during a trip by giving more weight to times when you traveled faster or slower.
fully diluted basis financial
"7,643,972 Shares outstanding as of June 30, 2026, which is the total number of Shares outstanding on a fully diluted basis"
A fully diluted basis counts every share that could exist if all outstanding options, warrants, convertible securities and other rights were exercised or converted into common stock, showing the maximum number of shares outstanding. For investors this matters because it spreads ownership and earnings across that larger share count, like slicing a pie into every possible piece before deciding how big each investor’s slice will be, which affects per-share value and ownership percentage.
Conversion Price financial
"The Conversion Price floats (95% of lowest daily VWAP in the five trading days prior to notice of conversion"
The conversion price is the fixed price at which a convertible security, like a bond or preferred stock, can be exchanged for shares of common stock. It acts like a set rate that determines how many shares an investor can receive if they choose to convert their investment. This helps investors understand the value and potential benefits of converting their securities into company shares.
Loan and Guaranty Agreement financial
"pursuant to a Loan and Guaranty Agreement dated June 30, 2026, and related agreement"
Pledge and Security Agreement financial
"Pledge and Security Agreement dated June 30, 2026, by and between Six Thirty AI, LLC and YA PN II LTD"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

How much of Big Digital Energy (BGDE) do the reporting persons now beneficially own?

The reporting group owns 3,652,288 BGDE shares, representing 47.8% of common stock on a fully diluted basis as of June 30, 2026. This includes shares issuable from the newly acquired Series D Convertible Preferred Stock.

What preferred stock did Six Thirty AI purchase in Big Digital Energy (BGDE)?

Six Thirty AI bought 16,700 shares of BGDE’s Series D Convertible Preferred Stock with a face amount of $16,700,000. The aggregate purchase price was $15,030,000, funded through a loan from YA II PN, LTD in a private placement.

How many Big Digital Energy (BGDE) shares could the Series D Convertible Preferred Stock become?

Assuming a daily VWAP of $8.81 as of June 30, 2026, the 16,700 Series D preferred shares would convert into 1,995,221 BGDE common shares. This figure is used in calculating the group’s fully diluted ownership percentage.

What is the conversion pricing formula for BGDE’s Series D Convertible Preferred Stock?

The Series D Conversion Price is 95% of the lowest daily VWAP in the five trading days before conversion notice, subject to a floor of $1.80 per share. This floating structure ties conversion terms directly to recent market trading prices.

Is there a cap on how much of Big Digital Energy can be converted from the Series D?

Yes, there is a 19.99% cap on conversion of the Series D into BGDE common shares until shareholder approval is obtained. This limits the immediate percentage of common stock issuable under the preferred before a shareholder vote.

What is Big Digital Energy’s fully diluted share count in this filing?

The filing states 7,643,972 Big Digital Energy shares are outstanding on a fully diluted basis as of June 30, 2026. This total includes 1,995,221 shares issuable upon conversion of the newly acquired Series D Convertible Preferred Stock.

How did the common-stock-only ownership of the reporting group in BGDE change?

On a common-stock-only basis, the reporting persons own 1,657,067 BGDE shares, or 30.0% of outstanding common stock. The filing states this common equity stake is unchanged from the level reported in Amendment No. 9.





57778N307

(CUSIP Number)
Joshua Kilgore
5701 Euper Lane, Ste A,
Fort Smith, AR, 72903
479-420-8957


Cam C. Hoang
Dorsey & Whitney LLP, 50 S. Sixth Street, Suite 1500
Minneapolis, MN, 55402
(612) 492-6109

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
06/30/2026

(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




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SCHEDULE 13D


Endeavor Blockchain, LLC
Signature:Joshua Kilgore
Name/Title:Managing Member
Date:07/02/2026
Joshua Kilgore
Signature:Joshua Kilgore
Name/Title:Individual
Date:07/02/2026
Cody Smith
Signature:Cody Smith
Name/Title:Individual
Date:07/02/2026
PM Squared, LLC
Signature:Philip Stanley
Name/Title:Managing Member
Date:07/02/2026
Phillip Stanley
Signature:/s/ Phillip Stanley
Name/Title:Individual
Date:07/02/2026
Six Thirty AI, LLC
Signature:/s/ Cody Smith
Name/Title:Manager
Date:07/02/2026