Zone Frontier signs lease for about 4,077 Texas acres
Base rent starts only when construction begins on each site area, while lease commencement depends on utility, water, interconnection, approval and diligence conditions.
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Rhea-AI Filing Summary
Zone Frontier Inc. (ZONE), through a subsidiary, entered a ground lease with GKC Operating, LLC on September 24, 2026, for approximately 4,077 acres in Potter County, Texas, for a planned data center campus with HST Technologies, Inc. ZONE may designate 200–800 acres for data center facilities and at least 1,800 acres for solar and battery storage. Lease commencement is subject to company-benefit conditions that only ZONE may waive, including acceptable title, utility commitments for at least 200 MW of firm service, water supply commitments, an interconnection agreement, governmental approvals and satisfactory diligence.
The initial term runs 30 years from the rent commencement date, with two 10-year extension options; the lease also includes a long-term water supply agreement. Annual base rent is $6,000 per data-center acre and $1,000 per solar-area acre, starting only when construction begins on each area and subject to annual escalation based on a five-year rolling average increase in the Consumer Price Index. ZONE owes a 0.5% data-center revenue share until it exercises an option to buy the data-center area for $100,000 per acre before the commercial operation date of on-site power generation or $135,000 per acre on or after that date.
Filing Explained
The filing specifies a two hundred fifty thousand dollar escrow deposit, triggered by recording and subject to stated refund terms.
The lease's commencement is subject to stated conditions; ZONE's guaranty covers only obligations the subsidiary actually owes, and those obligations are substantially limited until conditions are satisfied or waived and construction begins.
Upon recording the lease memorandum, the subsidiary is to deposit
8-K Event Classification
Key Figures
Key Terms
absolute triple net lease financial
conditions precedent financial
co-terminous financial
Consumer Price Index financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much land does ZONE's Texas ground lease cover?
What are ZONE's rent and purchase option terms for the Texas lease?
What conditions must be met before ZONE's ground lease commences?
How is ZONE's $250,000 ground lease deposit treated?
When can the landlord terminate rights for a site area?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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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)) |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging Growth Company
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mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
On September 24, 2026, a subsidiary of Zone Frontier Inc., a Nevada corporation (the “Company” or “ZONE”), entered into a Ground Lease Agreement (the “Ground Lease”) with GKC Operating, LLC, a Texas limited liability company (the “Landlord”), covering approximately 4,077 acres of land in Potter County, Texas. The Ground Lease secures the land, water, and development rights for the Company’s West Texas data center campus, which is being developed in partnership with HST Technologies, Inc., the AI infrastructure platform provider. The key terms of the Ground Lease are summarized below.
Premises. The Ground Lease covers approximately 4,077 acres, of which the Company may designate between 200 and 800 acres for data center facilities and related infrastructure (the “Data Center Site Area”) and at least 1,800 acres for solar generation, battery storage, and supporting infrastructure (the “Solar Site Area”). The remaining acreage is available for any lawful use, including power generation and related infrastructure, and, the Company believes, natural gas-fired generation to supplement solar and battery storage and support expansion of the campus over time. The property surrounds the existing Potter County 345 kV substation of Southwestern Public Service Company (an Xcel Energy company) in the Southwest Power Pool region.
Term. The Ground Lease has an initial term of 30 years from the rent commencement date, with two 10-year extension options.
Rent. Base rent for the Data Center Site Area is $6,000 per acre per year, and base rent for the Solar Site Area is $1,000 per acre per year. Base rent for each site area begins only upon the start of construction on that area. The Ground Lease does not require the Company to begin construction by any particular date, and the decision whether and when to begin construction on each site area rests solely with the Company, allowing the Company to secure tenants and financing before rent begins. If construction has not begun on a site area within 48 months after the effective date, the Landlord’s remedy is to terminate the Ground Lease and the purchase option as to that site area. Rent is subject to annual escalation based on a five-year rolling average increase in the Consumer Price Index. The Ground Lease is structured as an absolute triple net lease.
Revenue Share. The Company will pay the Landlord a revenue share equal to 0.5% of data center revenue, which will be eliminated in its entirety upon the exercise of the purchase option described below.
Purchase Option. The Ground Lease grants the Company an option to purchase the Data Center Site Area at a price of $100,000 per acre if exercised before the commercial operation date of on-site power generation, or $135,000 per acre if exercised on or after that date. The Company is not required to purchase any other portion of the property. Upon purchase, the Ground Lease terminates as to the purchased acreage, rent and the revenue share abate as to that acreage, and the Ground Lease continues as to the remaining acreage. The Company may also, on 30 days’ notice and subject to the minimum and maximum site area acreage requirements, release any parcel or part of a parcel it doesn’t need, ending its obligations as to the released acreage.
Water Supply. The Ground Lease includes a long-term water supply agreement, co-terminous with the lease term (including extensions), drawing on the water rights appurtenant to the property.
Earnest Deposit. Under the Ground Lease, the Company, upon recording of the Memorandum of the Lease in Potter County, will deposit with the title company $250,000 into an interest-bearing escrow account. The deposit will be credited against the purchase price if the purchase option is exercised. It is fully refundable if the Company terminates before the end of the inspection period, except that 20% becomes non-refundable if the Company extends the inspection period.
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Conditions Precedent. The commencement of the Ground Lease is subject to conditions precedent for the Company’s benefit, which only the Company may waive. These include receipt of acceptable title, utility commitments for at least 200 MW of firm service, water supply commitments, an interconnection agreement, required governmental approvals, and the Company’s satisfactory completion of diligence. The Company controls a one-year inspection period, which it may extend by one additional year. During that period it may conduct feasibility, physical and environmental studies on the property. Before the inspection period ends, the Company may terminate the Ground Lease in its sole and absolute discretion and receive a refund of its deposit, subject to the partial non-refundability described above. If construction has not commenced on a site area within 48 months of the effective date, the Landlord may terminate the Ground Lease and the purchase option with respect to that site area.
Guaranty. The Company has guaranteed its subsidiary’s obligations under the Ground Lease. The guaranty covers only obligations the subsidiary actually owes under the Ground Lease. Those obligations are substantially limited unless and until the conditions precedent are satisfied or waived by the Company and construction begins. In particular, the Ground Lease does not commence until the conditions precedent are satisfied or waived by the Company, and no base rent accrues on a site area until the Company begins construction there. Before the end of the inspection period, the Company may terminate the Ground Lease in its sole discretion. The Company may also release any unneeded acreage on 30 days’ notice.
The foregoing description of the Ground Lease does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement. A copy of the Ground Lease will not be filed as an exhibit to this Current Report on Form 8-K, but will instead be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter in which such agreement was entered into, and will be incorporated herein by reference upon such filing.
Item 8.01 Other Events.
On September 29, 2026, the Company issued a press release announcing the execution of the Ground Lease. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements regarding the anticipated benefits, timing, and development of the Company’s West Texas data center campus, anticipated capital commitments and construction timelines, the Company’s ability to secure tenants and obtain power, grid interconnection, water, and other utility inputs on acceptable terms and timelines, the Company’s exercise of any purchase or extension options under the Ground Lease, and the expected financial and operational results of the project. Forward-looking 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. Factors that could cause actual results to differ include, among others: the Company’s ability to secure tenants for the Texas data center campus; the Company’s ability to obtain sufficient power, grid interconnection, water, permits, and other approvals on acceptable terms and timelines; the adequacy, availability, and enforceability of the water rights appurtenant to the property; the Company’s ability to satisfy its obligations under the Ground Lease and related agreements; risks related to the Company’s ability to exercise the purchase option or extension options, including satisfaction of applicable conditions; construction, development, and permitting risks; market conditions for data center capacity; tenant demand and credit risk; utility and interconnection delays; changes in laws, regulations, or government policies; and other factors described in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise any forward-looking statements, except as required by law.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release, dated September 29, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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.
| Date: September 30, 2026 | ZONE FRONTIER INC. | |
| /s/ Tyler Hassen | ||
| Name: | Tyler Hassen | |
| Title: | Chief Executive Officer | |
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Exhibit 99.1
Zone Frontier Inc. Signs Long-Term Ground Lease with Purchase Option for more than 4,000 Acres in Potter County, Texas
| ● | Base rent for each site area does not commence until the start of construction on that area, which Zone currently plans to begin after securing a tenant |
| ● | Lease has an initial term of 30 years, with two 10-year extension options |
| ● | Site allows for up to 800 acres of data center development with potential to be over 500 megawatts |
| ● | Opportunity to build a faster path to first power with a large-scale on-site solar and battery plant |
| ● | Supported by a long-term water supply agreement and an option to purchase the data center site |
HOUSTON, September 29, 2026 /PRNewswire/ – Zone Frontier Inc. (NYSE American: ZONE) (the “Company” or “Zone Frontier”) today announced that a subsidiary has entered into a long-term ground lease covering approximately 4,077 acres in Potter County, Texas. The lease secures the land, water and development rights for Zone’s previously announced West Texas data center campus, which is being developed in partnership with HST Technologies, Inc., the AI infrastructure platform provider behind Cue®.
Under the lease, Zone may designate between 200 and 800 acres for data center facilities and related infrastructure, and at least 1,800 acres for solar generation, battery storage and supporting infrastructure. The property surrounds Southwestern Public Service Company’s (an Xcel Energy company) existing Potter County 345 kV substation in the Southwest Power Pool region, which the Company believes provides the campus with a potential path to grid interconnection alongside the dedicated on-site generation.
The lease has an initial term of 30 years, with two 10-year extension options. Base rent for each site area begins only upon the start of construction on that area, aligning land costs with development milestones. The agreement also grants Zone an option to purchase the data center site, subject to the satisfaction of certain conditions, and includes a long-term water supply agreement, co-terminous with the lease, drawing on the water rights appurtenant to the property.
The site is also in close proximity to two major natural gas pipelines and the Company believes it is well suited for a large-scale solar and battery plant that could add significant power capacity to the region. Additionally, the Company believes the site has favorable access to fiber services.
“This agreement gives Zone what matters most in AI infrastructure: land at scale, a faster path to power, and water, all secured under one long-term agreement with tremendous option value,” said Tyler Hassen, Chief Executive Officer of Zone Frontier. “The attractive lease structure allows us to advance tenant acquisition, power and permitting work in a disciplined sequence, without committing any significant capital before the key pieces are in place. We appreciate working with the landowner and local community, and look forward to building a flagship campus in the Texas Panhandle. With this campus, we’ll continue to invest in the local tax base, hiring, and the community more broadly.”
“We are now focused on securing tenants, advancing permitting, and completing power and interconnection studies for the site,” continued Hassen. “As tenant discussions progress, we will concurrently evaluate financing options with both co-investment equity partners and project finance lenders. We are also focused on ensuring this project delivers lasting benefits for the local community.”
The Texas campus, sized to an initial 200 MW with potential to expand beyond 500 MW, is part of Zone’s active and growing pipeline of AI infrastructure projects to support the rapidly increasing demand for compute power.
Zone’s portfolio also includes its Minnesota data center campus, with an initial 10-year Colocation Services Agreement with Cerebras Systems, Inc. (NASDAQ: CBRS) and two 10-year potential extension options. This campus is making material construction progress and the Company expects to generate revenue beginning in the first half of 2027, consistent with previous guidance. Project finance discussions are also progressing concurrently, consistent with previous guidance.
The Company continues to actively evaluate additional development opportunities across rural and industrial areas of the United States.
For more information, visit www.zonefrontier.com.
About Zone Frontier Inc.
Zone Frontier Inc. (NYSE American: ZONE) is helping to build the critical infrastructure that powers the AI economy. Through a growing pipeline of projects, the Company aims to help meet the increasing demand for compute capacity, power, and digital infrastructure required by the world’s leading AI companies.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, but are not limited to, statements regarding the development, scale, power supply, water supply and timing of the Company’s Texas data center campus, the Company’s exercise of any purchase or extension options under the ground lease, the Company’s business strategy and pipeline of projects, and the Company’s expected transition to an AI infrastructure business. Forward-looking statements are generally identified by words such as “anticipates,” “believes,” “expects,” “intends,” “plans,” “may,” “will,” “could,” “should,” “estimates,” “projects,” “potential,” “focused on,” “aims,” “expand,” “expected,” “look forward,” and similar expressions. These forward-looking statements are based on management’s current expectations and assumptions as of the date of this press release and are subject to significant risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied. Such risks and uncertainties include, but are not limited to: the Company’s ability to secure tenants for its Texas data center campus; the Company’s ability to obtain sufficient power, grid interconnection, water, and other utility inputs on acceptable terms and timelines; the adequacy, availability and enforceability of the water rights appurtenant to the property; the Company’s ability to satisfy its obligations under the ground lease and related agreements; including rent commencement triggers, development conditions, and maintenance of the water supply agreement; risks related to the Company’s ability to exercise the purchase option or extension options under the ground lease, including satisfaction of applicable conditions; the highly speculative and uncertain nature of the Company’s AI critical infrastructure business; the Company’s continued ability to successfully transition its business model from cleaning services; the Company’s lack of operating history in the data center or computing infrastructure industry; the Company’s limited experience in the data center and AI infrastructure industries; the Company’s ability to obtain project-level debt financing on acceptable terms or at all; the status of the Company’s operations, results of operations, growth strategy and liquidity; and general economic, financial, capital market and industry conditions.
For a more complete discussion of risks and uncertainties, please refer to the Company’s filings with the SEC, including the “Risk Factors” section of the Company’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. All forward-looking statements are qualified in their entirety by this cautionary statement.
MEDIA CONTACT
McKenzie Wegner
mckenzie@agentofchange.com
SOURCE Zone Frontier Inc. (NYSE AMERICAN: ZONE)