RANGE IMPACT, INC. 8-K

What Happened
On July 1, 2026 Range Impact, Inc. (through subsidiary Range Sky View Land, LLC) entered an Operating Agreement with Time Complexity WV, LLC to form a 50/50 joint venture, Time Complexity Appalachia, LLC, to develop a power generation and data center facility at the Fola mine site in West Virginia. On the same date Range Impact issued a Common Stock Purchase Warrant to Time Complexity WV and Range Sky granted the JV an option to lease certain Range Sky property at the Fola site. The company also issued a press release disclosing these transactions.

Key Details

• JV ownership and governance: Range Sky and Time Complexity WV each hold 50% of the JV; a three‑person Board of Managers (each party appoints one manager; the third is mutually agreed). Certain major actions require unanimous member/board approval.
• Warrant: Time Complexity WV received a seven‑year warrant to buy up to 14,500,000 shares at $0.40 per share. Vesting occurs in three equal tranches tied to: (1) public support from West Virginia, (2) an independent technical/commercial feasibility report, and (3) execution of binding commercialization agreements; the Commercialization Milestone can trigger full vesting. Vested tranches must be exercised within 120 days.
• Lease option: Range Sky granted a nominal‑consideration option to lease land at the Fola site for a five‑year option period (possible one‑year extension). Lease terms in the form agreement include nominal annual rent on a triple net basis, a 20‑year initial lease term with renewal options, and an option to purchase at $10,000 per acre subject to conditions (e.g., financing, readiness to build).
• Funding and capital: The Operating Agreement does not require initial cash capital contributions by members; future capital needs may be funded by member loans secured by JV assets and ranking pari passu.

Why It Matters

• Project progress and partner incentives: The JV and lease option give the company a formal structure and site pathway to develop the Fola mine power and data center project. The warrant ties Time Complexity’s equity upside to specific project milestones, aligning partner incentives with project advancement.
• Potential dilution and timing: If fully exercised, the warrant covers 14.5M shares at $0.40, which could dilutive‑impact shareholders if vested and exercised; vesting is milestone‑based and could accelerate on certain corporate transactions.
• Funding and execution risk: No immediate capital contribution is required from members, so future funding will depend on loans or future agreements; financing and receipt of feasibility, approvals, and commercialization deals are conditions to project and lease progression.

For the full terms, the company attached the Operating Agreement, Warrant, and Option to Lease forms to the 8‑K (Exhibits 10.1–10.3) and issued a press release (Exhibit 99.1).