Big Digital Energy filed a prospectus with the Securities and Exchange Commission (SEC) regarding the resale of up to 10,924,527 shares of common stock by selling stockholders. The document outlines the terms under which the selling stockholders may offer their shares from time to time. Big Digital Energy will not receive any proceeds from the sale of these shares.

The prospectus details that the shares are being offered by the selling stockholders and not by the company. This filing allows the stockholders to sell their holdings in the market according to regulatory requirements. The specific timing and price of the sales will be determined by the stockholders.

The table below summarizes the key details of the filing:

Investors should note that the company is not issuing new shares, and thus, the offering will not dilute the equity base beyond the existing authorized shares. The resale is solely for the benefit of the selling stockholders to liquidate their positions.

Big Digital Energy has entered a 50/50 joint venture with 10NetZero to acquire a 50-acre site in Hood County, Texas, for conversion into a data center campus serving artificial intelligence (AI) customers. The strategic move aims to leverage the site's existing infrastructure and power capacity to meet the growing demand for high-performance computing (HPC) facilities. The partnership intends to repurpose over 30,000 square feet of existing structures for datacenter use, while an administrative office will serve as the Command Center.

Josh Kilgore, Chairman of Big Digital, stated that the acquisition and partnership illustrate management’s commitment to accelerating the Company’s transition into an AI datacenter developer and operator. Cody Smith, COO of Big Digital, added that the site provides live power and a path to hundreds of megawatts, allowing capacity delivery to AI customers years ahead of comparable greenfield projects.

The Hood County site currently carries 17 MW of operational power, which is expandable up to 111 MW of grid power, subject to validation by the Electric Reliability Council of Texas (ERCOT). Additionally, the site features two 12-inch and one 20-inch natural-gas pipelines, offering the option to add behind-the-meter generation. This infrastructure could support a buildout to as much as 311 MW of operating capacity, significantly enhancing the site's potential.

Financial and Strategic Advisory

Big Digital Energy has engaged Northland Capital Markets to act as a financial advisor for evaluating AI and HPC uses for its power assets. The advisory role includes assessing site-level financing and partnership opportunities. The acquisition would increase Big Digital Energy's total operational MWs to 146 MW, marking a significant expansion of its powered land portfolio.

Expansion Opportunities

The company is actively evaluating expansion opportunities within its current powered land portfolio. It is also considering potential acquisitions from the private powered land portfolio of an affiliate of its executive management team. These efforts align with its strategy to capitalize on the rising demand for AI and HPC infrastructure.

Key Site Details