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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
(Amendment
No. __)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report: April 14, 2026
| CalEthos,
Inc. |
| (Exact
name of registrant as specified in its charter) |
| Nevada |
|
000-50331 |
|
98-0371433 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
11753
Willard Avenue
Tustin,
CA |
|
|
|
92782 |
| (Address of principal executive
offices) |
|
|
|
(Zip Code) |
Registrant’s
telephone number, including area code: (714) 352-5315
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:
| |
☐ |
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 240.13a-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 |
| None |
|
N/A |
|
N/A |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
As
previously reported, CalEthos, Inc. (“we,” “us,” or “our company”) is in the early stages of developing
and implementing our innovative Physical Infrastructure-as-a-Service (PIaaS) Platform for the data center industry that will integrate
behind-the-meter onsite natural gas power plants with pre-permitted, construction-ready data center building sites that include all utilities
and fiber connectivity. We plan to provide this turnkey solution to hyperscalers, neocloud, colocation providers and data center developers
seeking to deploy new capacity faster than with traditional grid interconnection.
On
April 14, 2026, we entered into a letter agreement dated April 14, 2026 (the “Letter Agreement”) with a top-tier natural
gas marketing company (the “Supplier”) that set out the terms pursuant to which the Supplier will sell and deliver
us a certain quantity of natural gas, and we will purchase and receive such natural gas, to provide fuel for our proposed data
center power plant to be located on the Northwest Pipeline. Pursuant to the Letter Agreement, we and the Supplier agreed as follows:
| 1. | Reservation
Fee. Pursuant to the Letter Agreement, we were required to pay to the Supplier by May
14, 2026, a reservation fee in the amount of $3,832,500 (the “Reservation Fee”).
We paid the Reservation Fee to the Supplier in full on May 8, 2026. |
| 2. | NAESB
Base Contract and Fuel Management Services Agreement. We and the Supplier mutually agree
to negotiate, execute and deliver to each other by May 14, 2026: |
| (A) | A
Base Contract for Sale and Purchase of Natural Gas, as published by the North American Energy
Standards Board, Inc. (“NAESB”), Copyright 2006, September 5, 2006 version,
with such other terms and Special Provisions as are mutually agreed by the Supplier and us
(the “NAESB Base Contract”); and |
| (B) | A
Fuel Management Services Agreement pursuant to which the Supplier will provide certain fuel
management services to us. |
| 3. | Natural
Gas Sale and Purchase Transaction. We and the Supplier agreed to the terms of a natural
gas purchase and sale transaction (the “Transaction Confirmation”). We
and the Supplier further agreed that the only terms of the Transaction Confirmation that
had not been determined as of the date of the Letter Agreement are the Delivery Point(s)
and the Delivery Period (as such terms are described in the Transaction Confirmation). |
| 4. | Finalization
of the Delivery Period/Delivery Point(s). Pursuant to the Letter Agreement, we are to
notify the Supplier in writing of the date that we desire to be the start date of the Delivery
Period (the “Start Date”), and the identification of the proposed Delivery
Point(s), each as to be set forth in the final version of the Transaction Confirmation (the
“Start Date Notice”). We are required to deliver the Start Date Notice
to the Supplier by April 30, 2028 (the “Start Date Notice Deadline”).
The Start Date shall be the first day of a calendar month, and shall be a date that is (i)
at least 30 days after we deliver the Start Date Notice to the Supplier, and (ii) prior to
July 31, 2029. If we experiences any delay beyond our reasonable control, the Supplier will
agree to extend the Start Date Notice Deadline of April 30, 2028 by up to eight (8) additional
months (to December 31, 2028), and the actual Start Date deadline of July 31, 2029 by up
to eight (8) additional months (to March 31, 2030), without requiring us to pay an additional
Reservation Fee, post an additional Initial Letter of Credit (as defined below), or increase
the Initial Letter of Credit. Once we deliver the Start Date Notice to the Supplier, the
Supplier is required to prepare a final version of the Transaction Confirmation which shall
contain a Delivery Period which commences on the Start Date requested by us in the Start
Date Notice, and which continues for a period of three years. The final version of the Transaction
Confirmation (the “Finalized Transaction Confirmation”) will include the
agreed upon Delivery Period and Delivery Point(s) agreed upon by the Supplier and us. |
| (a) | Pursuant
to the Letter Agreement, we are required to deliver to the Supplier by May 14, 2026 a standby
irrevocable letter of credit (the “Initial Letter of Credit”) in a form
acceptable to the Supplier in its sole discretion, based on the form attached as an exhibit
to the Letter Agreement, and from an issuing bank that is a commercial bank with offices
in the U.S. and having a minimum rating of A by Standard & Poor’s Ratings Group
(“S&P”) or A2 by Moody’s Investors Service, Inc. (“Moody’s”).
The Initial Letter of Credit shall have the following terms: |
| (i) | The
stated term that the Initial Letter of Credit shall remain in effect shall commence on the
date of delivery of the Initial Letter of Credit and extend through the Start Date (as determined
pursuant to Section 4). If the Start Date is not known as of the time the Initial Letter
of Credit is delivered, the Initial Letter of Credit shall contain terms that allow the Initial
Letter of Credit to be extended to the Start Date (once it becomes known), and we will cause
the term of the Initial Letter of Credit to be extended to the Start Date, including any
extension of the Start Date as permitted in the Letter Agreement. |
| (ii) | The
Initial Letter of Credit shall have a stated maximum drawable amount of $6,000,000. |
| (iii) | The
Supplier will be entitled to draw on the Initial Letter of Credit up to its stated maximum
drawable amount upon the occurrence of either (A) our failure to deliver to the Supplier
the Start Date Notice by the Start Date Notice Deadline, as such Start Date Notice Deadline
may be extended as provided in the Letter Agreement, or (B) the occurrence of a Default with
respect to with respect to any of our obligations to be performed prior to the Start Date
(as discussed below). |
| (b) | By
the date that is ten days prior to the Start Date as set forth in the Finalized Transaction
Confirmation, we are required to deliver to the Supplier a standby irrevocable letter of
credit (the “Delivery Period Letter of Credit”) in a form acceptable to
the Supplier in its sole discretion, based on the form attached as an exhibit to the Letter
Agreement, and from an issuing bank that is a commercial bank with offices in the U.S. and
having a minimum rating of A by S&P or A2 by Moody’s. The Delivery Period Letter
of Credit will have the following terms: |
| (i) | The
stated term that the Delivery Period Letter of Credit will remain in effect will commence
on the Start Date and extend through the last day of the Delivery Period (each as determined
pursuant to the Letter Agreement); |
| (ii) | The
Delivery Period Letter of Credit will have an initial stated maximum drawable amount of $50,000,000,
subject to reduction as discussed in subsection (iv) below; |
| (iii) | The
Supplier will be entitled to draw on the Delivery Period Letter of Credit up to its stated
maximum drawable amount upon the occurrence of a Default by us, as described below; |
| (iv) | We
will be entitled to either (A) reduce the stated maximum drawable amount of the Delivery
Period Letter of Credit, or (B) replace the Delivery Period Letter of Credit with a new letter
of credit in the same form as the Delivery Period Letter of Credit, but with a reduced maximum
drawable amount, in either case, upon our agreement with the Supplier. The Supplier is required
to agree to such reduction of the maximum drawable amount of the Delivery Period Letter of
Credit in a manner that is commensurate with a reduction of the mark-to-market exposure that
the Supplier has under the natural gas purchase and sale transaction that is memorialized
in the Finalized Transaction Confirmation. We may request such reduction no more than four
times (i.e., on a quarter-year basis) during each 12-month period during the Delivery Period
that will be set forth in the Finalized Transaction Confirmation; and |
| (v) | Upon
receipt of the Delivery Period Letter of Credit, the Supplier is required return to us the
Initial Letter of Credit. |
In
recognition of the significant costs and expenses that we and the Supplier will incur under the Letter Agreement prior to the Gas Transaction
Effective Date, we and the Supplier agreed to the following Events of Default under the Letter Agreement:
| (i) | In
the event the Supplier fails to perform any of its obligations set forth in the Letter Agreement
by any applicable deadline set forth therein, such occurrence will be deemed to be a “Default”
with respect to the Supplier under the Letter Agreement. Upon our delivery of written notice
to the Supplier that such a Default has occurred under the Letter Agreement, we may elect
either of the following: |
| (A) | Within
ten days after the Supplier’s receipt of such notice from us designating a Default
by the Supplier, the Supplier will return to us the Reservation Fee and any letter(s) of
credit provided by us and then held by the Supplier, being either the Initial Letter of Credit
or the Delivery Period Letter of Credit, or both, as the case may be, and pay liquidated
damages to us in the amount of $6,000,000.00 (“Liquidated Damages”). Upon
such return of the Reservation Fee and the applicable letter(s) of credit, and payment of
such Liquidated Damages to us, neither party shall have any continuing liability or obligation
to the other party under the Letter Agreement; or |
| (B) | we
may require, by judicial proceeding, if necessary, the specific performance of the Letter
Agreement by the Supplier as the appropriate remedy for such Default. The Supplier shall
also be responsible for all losses and damages (including the costs of any such judicial
proceeding) incurred by us resulting from such Default until such time as such losses and
damages have ceased as the result of the specific performance of the Letter Agreement by
the Supplier pursuant to order of the court or otherwise. |
| (ii) | In
the event (i) we fail to perform (whether due to our own action or inaction, the failure
of any bank to cooperate in issuing any letter of credit that we are required to deliver
under the Letter Agreement, or otherwise) any of our obligations set forth in the Letter
Agreement by any applicable deadline set forth therein, such occurrence will be deemed to
be a “Default” with respect to us under the Letter Agreement. Upon delivery
by the Supplier of written notice to us that such a Default has occurred under the Letter
Agreement, the Supplier shall have the right to (i) retain the Reservation Fee free of any
claim of right by us whatsoever; and (ii) exercise any and all rights set forth in either
the Initial Letter of Credit or the Delivery Period Letter of Credit, as the case may be,
to draw up to $6,000,000.00 in any such letter of credit, and retain such drawn amount free
of any claim of right by us whatsoever, and then return the letter of credit to us. |
Pursuant
to the Letter Agreement, with respect to the period from the first day of the Delivery Period (i.e., the Start Date) as set forth in
the Finalized Transaction Confirmation through the remainder of such Delivery Period, the following will apply:
| (i) | The
terms and conditions contained in the Finalized Transaction Confirmation and the NAESB Base
Contract will control with respect to any default or event of default thereunder. |
| (ii) | The
Delivery Period Letter of Credit then held by the Supplier will be deemed to be Adequate
Assurance of Performance (as such term is defined in the NAESB Base Contract), that has been
delivered by us to the Supplier pursuant to the terms of the NAESB Base Contract. |
Item
7.01 Regulation FD Disclosure.
On
May 11, 2026, we issued a press release announcing the matters discussed in Item 1.01 above.
A
copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. The
exhibit furnished under Item 7.01 of this Current Report on Form 8-K 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 it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, regardless
of any general incorporation language in such a filing.
Cautionary
Note Regarding Forward-Looking Statements
The
information in this Current Report on Form 8-K, including Exhibit 99.1, may contain “forward looking statements” within the
meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995, Section 27A
of the Securities Act and Section 21E of the Exchange Act. Certain statements furnished pursuant to this Current Report on Form 8-K and
the accompanying Exhibit 99.1 that are not historical facts are forward-looking statements that reflect management’s current expectations,
assumptions, and estimates of future performance and economic conditions, and involve risks and uncertainties that could cause actual
results to differ materially from those anticipated by the statements made herein. Forward-looking statements are generally identifiable
by the use of forward-looking terminology such as “believe,” “expect,” “may,” “will,”
“should,” “could,” “continue,” “anticipate” “optimistic,” “forecast”
“intend,” “estimate,” “preliminary,” “project,” “seek,” “plan,”
“looks to,” “on condition,” “target,” “potential,” “guidance,” “outlook”
or “trend,” or other comparable terminology, or by a general discussion of strategy or goals or other future events, circumstances,
or effects. Such statements include, but are not limited to, statements about our plans, objectives, expectations, intentions, estimates
and strategies for the future, and other statements that are not historical facts. These forward-looking statements are based on our
current objectives, beliefs and expectations, and they are subject to significant risks and uncertainties that may cause actual results
and financial position and timing of certain events to differ materially from the information in the forward-looking statements. There
may be many factors of which we are not currently aware that may affect matters discussed in the forward-looking statements and may also
cause actual results to differ materially from those discussed. These factors include, but are not limited to, our ability to raise capital
to fund our data center campus development, including our planned on-site gas-fired power plant; our ability to hire and contract the
necessary resources to complete our development efforts; our ability to build an adequate supply chain for required construction materials
and equipment; our ability to complete construction of our data center campus, to meet customer requirements and to build an adequate
operating organization to support customers when our data center campus is completed; the demand for data center space in the U.S. and
worldwide; the impact of the current supply chain challenges that may impact our construction schedule; the demand for our proposed wholesale-colocation
services; economic conditions in the U.S. and worldwide, and our ability to recruit and retain management, technical, and sales personnel.
The forward-looking statements contained in this report are made as of the date of this report, and we do not assume any obligation to
publicly update or supplement any forward-looking statement to reflect actual results, changes in assumptions or changes in other factors
affecting these forward-looking statements other than as required by law. Any forward-looking statements speak only as of the date hereof
or as of the dates indicated in the statement. Further information relating to factors that may impact our results and forward-looking
statements are disclosed in our filings with the SEC.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
The
following exhibits are filed with this Current Report on Form 8-K:
Exhibit
Number |
|
Description |
| 99.1 |
|
Press release dated May 11, 2026 titled “CalEthos, Inc. and its subsidiary, TerraVolt Infrastructure, Inc., sign a Natural Gas Supply Agreement for TerraVolt’s planned AI Data Center Infrastructure Development.” |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| |
CALETHOS, INC. |
| |
|
| |
|
| Date: May 11, 2026 |
By: |
/s/
Joel D. Stone |
| |
|
Joel
D. Stone
Chief
Executive Officer |
Exhibit
99.1
CalEthos,
Inc. and its subsidiary, TerraVolt Infrastructure, Inc., sign a Natural Gas Supply Agreement for TerraVolt’s planned AI Data Center
Infrastructure Development
Tustin,
CA – May 11, 2026 – CalEthos, Inc. (OTCQB:GEDC), and its subsidiary TerraVolt Infrastructure, Inc. (“TerraVolt”
or, collectively with CalEthos, Inc., the “Company”), today announced the execution of an agreement with a top-tier natural
gas marketing company for the FIRM supply to the Company of natural gas for TerraVolt’s planned behind-the-meter onsite
power plant. Under the terms of the agreement, the natural gas supplier will provide the Company with 55,000 MMBTU per day of
natural gas. This supply of contracted natural gas ensures the Company will be able to provide a stable, reliable energy source for TerraVolt’s
master-planned data center campus development, which is to be located in Southeast Idaho on the Northwest Natural Gas Pipeline.
Joel
Stone, Chairman and CEO of the Company, stated “this agreement will provide fuel for the initial phase of our campus development,
which is currently planned for 200MW to 240MW of power for data center customers, without impacting the local grid or increasing the
cost of power to the local rate payers.” In addition, Mr. Stone noted that “the Company’s planned data center
campus aligns with President Trump’s recent March 4, 2026 initiative, the Ratepayer Protection Pledge, which requires technology
companies to pay for the power infrastructure needed to support their expanding data centers”.
TerraVolt’s
solution for the data center industry is an innovative Physical Infrastructure-as-a-Service (“PIaaS”) Platform that
integrates behind-the-meter, onsite natural gas power plants with pre-permitted, construction-ready data center building sites that include
all required utilities and fiber connectivity. TerraVolt plans to provide its turnkey solution to hyperscalers, neoclouds, and data center
developers seeking to deploy new capacity faster than with traditional grid interconnection.
The
Company’s gas supply agreement also includes comprehensive fuel management services to be provided by the fuel supplier,
which will allow TerraVolt to better manage customer needs and power plant fluctuations. This should help ensure the Company has maximum
cost-effectiveness and operational reliability as data center buildings are completed and commence operation on the Company’s data
center campus.
Mr.
Stone noted, “With grid-served power becoming less predictable in terms of both cost and availability, the data center industry
is seeking alternative power solutions that accelerate deployment timelines while meeting the critical demands for reliability, sustainability,
and cost-effectiveness”.
About
TerraVolt Infrastructure, Inc.
CalEthos’
TerraVolt subsidiary is a land development company that was formed to serve as a foundational provider in the digital infrastructure
supply chain, specializing in land banking and infrastructure development for the data center industry. It intends to acquire large parcels
of land and develop them into onsite-powered, master-planned data center campuses. It is targeting undeveloped land in geographic areas
where critical data center development resources are available—land, energy sources, and fiber. TerraVolt intends to create value
through upfront investment and de-risking of the development process for data center companies looking for construction-ready building
sites, including hyperscalers, neoclouds, and data center developers.
Media
Contact: Michael Campbell at mc@terravoltinfra.com
Forward-Looking
Statements
Certain
statements in this press release that are not historical facts are forward-looking statements that reflect management’s current
expectations, assumptions, and estimates of future performance and economic conditions, and involve risks and uncertainties that could
cause actual results to differ materially from those anticipated by the statements made herein. Forward-looking statements are generally
identifiable by the use of forward-looking terminology such as “believe,” “expects,” “may,” “looks
to,” “will,” “should,” “plan,” “intend,” “on condition,” “target,”
“see,” “potential,” “estimates,” “preliminary,” or “anticipates”.
Data
center development risks in the power and data center industry are constantly evolving as the AI industry continues to grow. The Company
faces emerging risks from:
| ● | Emerging
federal and state regulations aimed at protecting ratepayers, which could significantly increase
the cost data center companies of doing business. In early 2026, several legislative proposals
were introduced at both the federal and state levels to address the surge in demand for more
AI data centers. |
| ● | The
recent shift by data center developers to strategically rely on “Bring Your Own Power”
(BYOP) and onsite power generation entails nascent operational risks and greater capital
intensity. While BYOP offers a faster “time-to-power,” it introduces several
critical risks: |
| ○ | Capital
Intensity: Average construction costs for onsite-powered facilities have risen significantly,
contributing to a global infrastructure investment “supercycle” projected to
reach $3 trillion by 2030. |
| ○ | Technology
Risk: Deploying large-scale microgrids utilizing natural gas turbines, reciprocating
engines (Recips), and Battery Energy Storage Systems (BESS) involve complex engineering and
integration risks that may lead to operational downtime or higher-than-expected maintenance
costs. |
| ○ | Supply
Chain Volatility: The reliability of onsite power depends on a steady supply of natural
gas. Any disruption to pipeline infrastructure or significant volatility in gas pricing could
materially impact operating margins. |
| ○ | Increasing
Delivery Times: Natural gas turbines and recips are experiencing delivery times of
18 to 30 months. While faster than larger utility-scale turbines, lead times for industrial-grade
natural gas turbines (from GE, Siemens and Mitsubishi) have roughly doubled since 2021. |
| ○ | Increasing
Demand for Natural Gas: In early 2026, the gas power generation equipment market
experienced a robust upward cycle driven by a global shift away from coal, the need to stabilize
grids that are reliant on intermittent renewables, onsite power generation, and a massive
surge in electricity demand from AI and data centers. |
| ○ | Increasing
Demand for Equipment is Lengthening Lead Times: Due to market demand, support infrastructure
(transformers & switchgear), like generation equipment, and other components, such as
electrical generation and distribution systems, are also experiencing lead times of 18 to
30 months. |
Moreover,
forward-looking statements in this release include, but are not limited to, the Company’s ability to raise capital to fund its
development of a Physical Infrastructure-as-a-Service Platform; the Company’s ability to complete construction of its planned power
plants, cooling systems, water/sewer treatment plants and shovel-ready data center building sites; the demand for data center power in
the U.S. and worldwide; the impact of supply chain challenges; and the Company’s ability to recruit and retain management and technical
personnel. Further information relating to factors that may impact the Company’s results are disclosed in the Company’s filings
with the SEC. The Company disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information,
future events, or otherwise.
