Big Digital Energy, Inc. 8-K

What Happened

• Big Digital Energy, Inc. (BGDE) announced it formed a joint venture with 10NetZero, Inc. (10NZ) and closed definitive agreements to create Texas Load House, LLC to acquire, own and develop a datacenter site in Hood County, Texas. On July 15, 2026 the joint venture purchased 30 acres of the Hood County Site from Century Oaks Independence Farms, LLC for about $10 million in cash, with an option to buy the remainder for an additional $600,000. BGDE initially owns a 50% membership interest and 10NZ owns the other 50%.

Key Details

• Purchase price: ~ $10.0 million cash for 30 acres (option for remaining portion: $600,000).
• Financing: BGDE provided a $4.9 million loan to 10NZ (the “JV Loan”) to fund part of 10NZ’s capital contribution; the JV Loan matures Oct 13, 2026, accrues interest at the short‑term applicable federal rate (actual/360), and interest/principal are due at maturity.
• Management and transfer terms: BGDE is sole Manager of Texas Load House, LLC until the JV Loan is repaid; if 10NZ fails to repay the JV Loan, its 50% interest converts to BGDE at 10% per month pro rata after maturity (full transfer if not repaid within five months).
• Site capabilities: original site is 50 acres with >30,000 sq ft of existing structures planned for repurposing (Command Center included); currently 17 MW operational power, expandable to 111 MW pending ERCOT validation, and potential behind‑the‑meter generation supported by on‑site gas pipelines for up to ~300 MW buildout.

Why It Matters

• This filing shows BGDE is expanding into a physical datacenter asset via a joint venture and a near‑term ~$10M site acquisition, which could affect the company’s asset base and capital deployment. The $4.9M JV Loan gives BGDE downside protection and a mechanism to increase ownership if 10NZ doesn’t repay on schedule. Investors should note the July 15, 2026 acquisition date, the Oct 13, 2026 loan maturity, and the management/ownership transfer provisions when assessing near‑term financing and operational control implications. A press release disclosing the closing was issued July 20, 2026; the company expects to file the full joint venture agreements as exhibits to its next Form 10‑Q.