BGDE
BGDE · Big Digital Energy, Inc. · Catalyst Calendar · as of August 18, 2026
Banded 0–3 / 3–6 / 6–12 months, earliest first. Numbering is gapless and runs straight through the bands. An ID marks position in the current ordering and changes between revisions, so catalysts are named by title.
Summer carries the digital infrastructure and mining conference season. BGDE presented at the Emerging Growth Conference in January 2026 and released an investor presentation in May 2026 through its investor relations advisor. With no coverage attributable to a named firm, established by a search on August 3, 2026, conference appearances are one of the few channels through which the equity reaches new holders.
Investor discovery, or a deal disclosed alongside an appearance.
Appearances without operational news reinforce the gap between presentation and execution.
No 2026 summer appearance has been announced. The window is inferred from prior cadence.
Source: Company release, January 15, 2026; Form 8-K, May 2026 investor presentation. Filed
On August 3, 2026 the Governor of Texas directed the Public Utility Commission of Texas and ERCOT to conduct a comprehensive verification and audit of all data centers advancing through ERCOT's interconnection process, and stated that any project failing to comply will be denied connection to the Texas grid. ERCOT suspended the Batch Zero Large Load classification notifications due by August 7, 2026 in market notice M-A080326-01, and will file a request for a good cause exception on the Batch Zero timelines ahead of the Commission's open meeting of August 20, 2026, which is the dated point here. No completion deadline for the audit itself has been named.
This company's entire Texas capacity path runs through that process. The roughly 111 MW at the Texas site is stated by the company as subject to validation by ERCOT, no interconnection queue position has been retrieved from the operator, and the 300 MW ceiling builds on the same path. For an issuer of this size the Texas path is the growth case rather than one asset among several.
The audit thins a queue the operator has described at more than 438 GW, and a site that satisfies it gains against speculative requests. Validation arriving in any form would also settle a figure this document has had to carry on company disclosure alone.
Validation is deferred behind an audit with no completion date, leaving the 111 MW and the 300 MW ceiling uncorroborated for longer. A smaller balance sheet has less capacity to wait than the larger developers in the same queue.
Whether this company's Texas site falls inside the audit's scope is not established here. The directive names projects advancing through the interconnection process, and this document has never been able to retrieve a queue position for the site. That gap is what makes the item two-sided rather than negative: nothing establishes that the project is in the queue, and nothing establishes that it is not.
Source: Office of the Governor of Texas, directive of August 3, 2026; ERCOT market notice M-A080326-01, August 3, 2026. Filed Neither appears in an SEC filing.
The Series D preferred becomes convertible on August 30, 2026 at 95% of the lowest five-day VWAP, subject to a $1.80 floor. Because the conversion price tracks a falling share price, the number of shares issued rises as the stock weakens. Two limits apply and are frequently conflated: a 4.99% beneficial ownership blocker capping what the holder may own at any moment, and a 19.99% exchange cap on aggregate issuance that lifts only on shareholder approval.
The resale registration statement on Form S-3 was filed July 20, 2026 and must be declared effective by 29 August, or 28 September if fully reviewed. Full mechanics sit in the dilution overlay in section 5.
Conversions are slow and priced well above the floor, and the registration clears without extended review.
Conversions print at or near the $1.80 floor, adding shares into a falling price and compounding the decline.
Source: Form 8-K, July 6, 2026; Form S-3, July 20, 2026. Filed
The Form 8-K reporting the closing carried the transaction in narrative only. Under Item 9.01 the company stated that, to the extent required, the financial statements of the business acquired and the pro forma financial information will be filed by amendment within 71 calendar days after July 20, 2026. That period ends on September 29, 2026.
One thing is outstanding now, not two. The joint venture agreements were withheld on the 20 July filing, the company stating it intended to file them as exhibits to its next Form 10-Q. It did. The operating agreement of Texas Load House, the loan and security agreement and the side agreement on interim management, all of July 14, 2026, were filed as exhibits 10.6, 10.7 and 10.8 to the Form 10-Q of August 14, 2026, carried here as Q2 2026 Form 10-Q filed, and substantial doubt restated (R6). They are no longer known only through the company’s summary, though they have not been read here. What remains outstanding is the acquired business financial statements and the pro forma information, due by amendment within the 71 days that end on September 29, 2026, and no audited figure exists for the site until they arrive.
The qualifier “to the extent required” is doing real work. If the company concludes the acquisition was of assets rather than a business, or that it falls below the significance thresholds, no statements are owed and the date passes silently. Silence on 29 September is therefore not by itself a default; it is a disclosure that the company reached that conclusion, and the reasoning would not be visible.
Audited figures and a pro forma balance sheet arrive, giving the first independent view of what $10M bought and how the venture consolidates.
The deadline passes with no amendment and no explanation, leaving a $10M acquisition and a $4.9M loan carried entirely on the company’s own description, at an issuer that has filed six late-filing notifications.
Source: Form 8-K, July 20, 2026, Item 9.01(a) and (b) Filed.
BGDE is sole Manager of Texas Load House, LLC and lent its 50% partner 10NetZero $4.9M. The loan matures October 13, 2026; if unpaid, 10NetZero's interest transfers to BGDE at 10% per month, giving full ownership within ten months of default. Total cash committed to Texas is therefore roughly $14.9M rather than the $10M land price, drawn from a balance that stood at $2.4M on March 31, 2026 before the Series D closed.
The structure also qualifies the 50/50 description: BGDE financed both sides of the venture.
Repayment returns $4.9M of scarce liquidity, or default consolidates a site BGDE already manages at no further cash cost.
A partner unable to repay $4.9M is unlikely to fund its half of a 300 MW buildout, and it is 10NetZero's gas platform that underpins the behind-the-meter plan.
Source: Form 8-K, July 20, 2026. Filed
The first release capturing a full quarter of the Endeavor colocation agreement, and the first clean operational benchmark for whether the arrangement produces cash. It also carries the second quarterly test of the $5M Nasdaq equity condition.
A revenue run rate that annualises above the Q1 result, with burn contained.
Colocation revenue fails to appear at scale, and equity falls below the threshold with no financing event to offset it.
The November date is a cadence estimate, not a company announcement.
Source: Form 10-Q filing cadence. Estimate
Under the Series D purchase agreement BGDE committed to hold its annual meeting no later than November 14, 2026. A confirmed agenda item seeks stockholder approval to issue conversion and warrant shares above the 19.99% exchange cap. That vote is the gate on the larger dilution rather than a procedural item: it determines whether issuance can run to the full amount registered on Form S-3.
Also on watch: director elections, with the board reconstituted in April 2026, and any further capital-structure proposals.
A forum to disclose offtaker progress, and headroom requested no larger than the instrument requires.
Approval sought well beyond the Series D signals how much further issuance management anticipates.
Source: Form 8-K, July 6, 2026, Series D purchase agreement. Filed
Converting the roughly 129 MW energized base and the Texas buildout into AI and HPC hosting revenue requires three things in sequence: a signed tenant, site fit-out for cooling, electrical and network, and compute deployment. Management cites potential revenue of $140M to $225M per 100 MW at 40% to 65% site-level margins against $20M to $45M from mining. On those economics even 25 MW contracted would represent roughly $35M to $56M of annual revenue. The 2024 agreement with BE Global produced no revenue.
Even 25 MW contracted at the cited economics would approach the whole of FY2025 revenue from a fraction of capacity.
Fit-out alone typically runs 12 to 24 months and no tenant is signed, so H1 2027 assumes a contract that does not yet exist.
The H1 2027 window is aspirational. It is inconsistent with the stated fit-out timeline unless a tenant signs almost immediately, and the per-megawatt economics are management projections rather than contracted terms.
Source: Form 8-K, May 2026 investor presentation. Filed
A Strategic Transactions Committee was formed under the current board with a mandate covering mergers, acquisitions and joint ventures. At roughly $37M of market capitalization against roughly 129 MW of energized capacity, BGDE is small relative to the asset it holds.
The rights agreement that was removed had been aimed at the board's own successors. It was adopted on February 2, 2026, twelve days after the company sued its largest holder, and imposed dilution on any person acquiring beneficial ownership of 20% or more. It further provided that a holder already above 20% when the agreement was announced became an Acquiring Person on buying any additional share, which froze the Endeavor group at the 45.4% it held that day. The acceleration of the expiry to June 8, 2026 was decided by the board that group had seated on 6 April. Read as a signal about a sale process it says little; read as a step in the change of control it is the last defense coming down.
An offer or partnership at a premium would be the most direct route to realizing the value of the power base.
With no rights plan and a holder at 47.8% fully diluted, a transaction can be reached without a premium to minority holders, and a process that runs without an outcome consumes cash and attention.
Source: Company releases, April 2026 and June 9, 2026; Forms 8-K and 8-A12B of February 2, 2026; Schedule 13D Amendment No. 9, June 15, 2026. Filed
A structural item that shapes the backdrop but does not trade in the window.
The subsidy halves to 1.5625 BTC at block height 1,050,000, expected around April 2028. It is the dominant long-run force across the mining sector and falls outside this calendar's window. With self-mining at 4.7% of FY2025 revenue, it does not cut BGDE's revenue the way it cuts a pure-play miner's: it transmits through hosting customers' margins, and therefore through their ability to pay and their appetite for capacity. For a landlord that is counterparty and utilization risk, and an argument for converting megawatts to AI and HPC before 2028.
If the AI conversion lands first, BGDE is insulated from the event.
The colocation book is concentrated in a related-party mining counterparty. If that is still the revenue backbone in 2028, the concentration becomes a liability.
The date is a protocol estimate derived from block height, not a fixed calendar date.
Source: Form 10-K FY2025 for the self-mining revenue share. Filed Halving date derived from the protocol block schedule. Estimate
Ongoing and undated, most material first. These take “Why undated” in place of timing confidence.
Updated for Q2 2026, and the picture has changed materially without the condition clearing. The Q1 2026 10-Q disclosed substantial doubt about the ability to continue as a going concern and reported $17.1M of cash used in operations in a single quarter. The August 12, 2026 release reports $20.46M used across the six months, implying roughly $3.36M in the second quarter, a fall of about 80%. Estimate Going concern remains listed among the risk factors in that release, and the 10-Q of August 14, 2026 restated the formal substantial-doubt disclosure, naming negative working capital of $13.7M and an accumulated deficit of $259.2M alongside the six-month loss and cash use.
At June 30, 2026 cash stood at $16.29M against $2.4M at March 31, the working capital deficit narrowed to $13.71M from $22.8M, and the accumulated deficit widened to $259.22M. Stockholders' equity turned to $12.44M from $4.3M. Second-quarter revenue of $6.15M compared with $9.53M a year earlier, a 35.5% decline, producing an operating loss of $6.30M and a net loss of $7.38M.
The runway is bought, not earned. The $15.03M Series D closed on 30 June and is what moved every balance-sheet line above; operations consumed $20.46M over the half. At the half's rate the June 30 cash balance funds under ten months. The company also drew $6.4M through an at-the-market equity program during the first quarter, a continuous issuance channel separate from the Series D, and the Series D itself begins converting on August 30, 2026. The condition has moved from acute to financed, and it has not been resolved by trading.
Burn moderates as transition and legal costs roll off and colocation revenue lands; going-concern language is removed in a later filing, which would itself be a re-rating event.
Burn continues near Q1 levels, consuming the Series D proceeds within quarters and forcing a raise into a weak price, which given the VWAP-linked conversion worsens dilution further.
Source: Form 10-Q, May 14, 2026; Form 10-K, March 31, 2026; company release, July 20, 2026. Filed
An arbitral tribunal entered a partial final award on January 23, 2025 against subsidiary Luna Squares LLC for US$8,144,000 on the Note, with interest accruing at US$3,167.11 per day from August 23, 2023, followed in February 2025 by US$641,000 in fees and costs. Payment was due no later than February 24, 2025. The tribunal recorded that Luna did not pay and that the failure triggered the parent's obligations under the Guaranty, and a further award against Mawson on the Guaranty issued April 14, 2025. The bankruptcy stay was lifted in February 2025.
Celsius petitioned the District Court for the Southern District of New York on October 7, 2025 to confirm the awards. On November 7, 2025 the parties entered a joint stipulation and agreed request for entry of final judgment, and on November 10, 2025 the court entered final judgment confirming all three awards. As of the Celsius Litigation Administrators' report dated April 30, 2026, neither Luna nor Mawson had paid any amount, and the recovery manager stated it would continue pursuing payment. BGDE agreed to entry rather than contesting confirmation, which removes most appellate avenues and converts an award into a directly enforceable judgment against both subsidiary and parent.
The counterclaims are the only offset and are weaker in posture. They comprise four administrative proofs of claim filed March 1, 2024 in the Celsius bankruptcy, numbers 33090, 33100, 33102 and 33103, which only the bankruptcy court can determine and which therefore sit on a separate track from the arbitration; an asserted right of setoff that Celsius rejects; and a dispute over roughly US$15.33M of deposits paid under the co-location agreement. On March 30, 2026 Celsius moved to dismiss BGDE's remaining claims and counterclaims, and on June 1, 2026 the arbitrator granted it, dismissing them. This calendar described the motion as awaiting decision until this revision; it was decided ten weeks earlier, and against the company, so the offset it contemplated is gone while the judgment stands. It was made under the American Arbitration Association Commercial Arbitration Rule R-34, the arbitration being administered by that body under case 01-24-0006-4462. Winning would create an offset; it would not undo the judgment. Losing removes the last offset while the judgment stands. Around March 6, 2026 the claimant said it would voluntarily dismiss its own arbitration claims, leaving the company prosecuting counterclaims in a proceeding the other side has left. The Ionic portion was settled on January 29, 2026: a $15.1M claim resolved for $5.1M, a $10M net gain which with a separate hosting settlement of 23 January makes up the $10.2M that turned the quarter’s operating loss into reported net income.
Enforcement has moved toward the operating assets. The November 10, 2025 judgment was entered by consent alongside a forbearance agreement giving the parties time to negotiate. On February 5, 2026 the creditor took formal steps to domesticate the judgment outside New York, and on April 7, 2026 two proceedings were opened in the United States District Court for the Western District of Pennsylvania, 2:26-cv-00588 and 2:26-mc-00385, both still open on the federal docket index searched August 2, 2026. Pennsylvania is where the Midland site sits, so this is a claim moving next to the collateral rather than a judgment sitting in another state. Neither proceeding is mentioned in any company filing reviewed.
A separate action ran the other way, and it was settled in substance in April 2026. On January 20, 2026 the company filed against Endeavor Blockchain, LLC in the District of Delaware, case 1:26-cv-00057, amending its complaint on 29 January. The amended complaint alleges violations of Exchange Act Section 13(d) in the group's beneficial ownership filings, of Exchange Act Section 14(a) and Rule 14a-9 in its proxy disclosures, and of Exchange Act Section 10(b) and Rule 10b-5 as to its trading and stated intentions, and it sought to enjoin the group from trading and from continuing with a tender offer or other change of control. The cooperation agreement of April 4, 2026 then released existing claims and barred either side from bringing proceedings against the other until April 4, 2029. The case number was still undisposed on the federal docket index searched August 2, 2026, which records the docket rather than the settlement. Two filings describe the matter: the Schedule 13D/A of February 10, 2026, which attaches the amended complaint, and the company's Form 8-K of April 6, 2026. The counterparty is the lender on the $40M related-party revolver, and its principal is now Executive Chairman; the control position that action was brought against is carried at the control group holding 47.8% (S5).
A negotiated settlement at a discount, as achieved with Ionic, would cap the exposure. BGDE has settled other matters before, cutting current liabilities by roughly $19M. The estate held roughly $128M in its recovery account at 31 March, which gives it capacity to settle cleanly.
Enforcement against the parent under a judgment BGDE stipulated to, competing directly with the Texas buildout for cash and capable of pushing equity below the $5M threshold.
Principal of $8,144,000, fees of $641,000 and roughly $3.4M of accrued interest imply exposure on the order of $12M, growing roughly $1.16M a year. That total is calculated from the award amounts and the per-diem rate in the arbitration record and is not a company-disclosed figure. The counterclaims are unquantified in public filings, so the gross exposure can be sized and the net cannot.
Source: Celsius Litigation Administrators' Quarterly Report, Bankruptcy Court for the Southern District of New York, Doc 8417, April 30, 2026; Partial Final Award, April 14, 2025; Form 10-Q, May 14, 2026. Filed
The single item on which the equity case rests. The Texas site is owned and the company states it is actively engaged in discussions with potential development partners and offtakers, but no tenant is signed. The 2024 agreement with BE Global was announced and produced no revenue.
The peer gap widened in July 2026. TeraWulf signed a 20-year lease with Anthropic for roughly 401 MW in Kentucky on 6 July, expecting roughly $19 billion of contracted revenue. Hut 8 announced a 15-year, 352 MW lease at Beacon Point, Texas worth $9.8 billion, taking contracted AI capacity to 597 MW. IREN disclosed $2.8 billion in new cloud contracts and raised its AI-cloud revenue target above $4 billion. Sector research characterises the shift as the market rewarding executed investment-grade leases over pipeline. BGDE holds pipeline only.
A signed tenant on the owned site validates the buildout roadmap and is the single event on which the equity case turns.
Continued silence leaves BGDE a marginal colocation landlord while better-capitalized peers contract the demand.
Source: Form 8-K, July 20, 2026. Filed Peer transaction and sector research, July 2026. Market
Following restoration of compliance on June 17, 2026, the exchange imposed a condition that BGDE maintain stockholders' equity of at least $5M in every quarter for twelve months beginning with the quarter ended June 30, 2026 and running to Q1 2027. Every quarterly release now doubles as a compliance checkpoint, so the balance-sheet line matters as much as the earnings headline.
The first test quarter is passed. Equity at June 30, 2026 was $12.44M against the $5M floor, roughly two and a half times the requirement. This document previously recorded the $4.3M March figure as evidence the company was already below the threshold and the Series D as what would plausibly carry the measurement; the release settles it, and the Series D is indeed what did.
Three test quarters remain, to Q1 2027, and none has a comparable one-off. The headroom is $7.44M against a half-year operating cash outflow of $20.46M and a $7.38M second-quarter net loss. On the second-quarter loss alone the headroom is roughly one quarter deep, so the condition is met today and is not structurally secure. Estimate
Sustained compliance through all four quarters retires the listing question by mid-2027 and removes a risk premium.
A single quarter below $5M triggers immediate review. Remedying it through further issuance is dilutive at a depressed price.
Source: Company earnings release, August 12, 2026; Form 8-K, June 17, 2026; Form 10-Q, May 14, 2026. Filed
The Endeavor group holds 3,652,288 shares, 47.8% on a fully diluted basis, and 1,657,067 common, 30.0% of outstanding, at June 30, 2026. It did not arrive as an affiliate. It crossed 5% on November 24, 2025, filed a Schedule 13D on 22 December, accumulated to 48.0% of the common by January 30, 2026, told the board on 21 January that discussions could result in it owning a majority of the shares and appointing a majority of the directors, solicited consents on 16 March to remove all three directors without cause, and on 4 April agreed a cooperation agreement under which the board was reconstituted and its principals took the offices of Executive Chairman, Chief Executive and Chief Operating Officer.
The same party now sits on both sides of every material arrangement: control shareholder, management, lender on the $40M revolver at 12%, anchor colocation customer through Big Digital Energy, LLC, and Series D holder through Six Thirty AI. The company also took that affiliate's name in April 2026. The cooperation agreement bars either side from bringing proceedings against the other and releases existing claims until April 4, 2029, which covers the securities claims the company itself pleaded in January.
Nothing on the register weighs against it. Every reportable position on this issuer is filed under Exchange Act Section 13(d), and no holder has filed a passive report under Section 13(g) since February 16, 2021.
The group paid roughly $8.70M of its own cash for its 1,657,067 common shares, so its interests run with the share price rather than against it, and it has said it will invest further capital to stabilise the balance sheet. Concentrated control can execute a pivot faster than a divided board.
Terms between the company and the group are set by the same people on both sides, and the company has contracted away its remedies until 2029. Minority holders have no blocking stake and no institutional holder alongside them.
The 19.99% exchange cap is the remaining limit on conversion, and the vote sought by November 14, 2026 would lift it. The group holds 30.0% of the common that would vote. No filing reviewed states whether those shares are excluded from that vote, so how far the position can rise on approval is not established.
Source: Schedule 13D of December 22, 2025 and its eleven amendments to July 10, 2026, the holdings and percentages from Amendment No. 11 of July 10, 2026 and the aggregate purchase prices from Amendment No. 9 of June 15, 2026; Forms 8-K of 2 February and April 6, 2026. Filed
The joint mining agreement dated April 27, 2026 is with Big Digital Energy, LLC, a Texas entity in which affiliates of the control group hold 60%, 20% and 20%, and whose name the company itself took days earlier. That group holds 30.0% of the common and 47.8% fully diluted. The agreement covers roughly 25,000 s19xp mining computers across roughly 75 MW at Midland on a 50/50 profit share. BGDE receives 100% of the cash from the miners and compensates the affiliate monthly in stock, being 20% of its share divided by the 30-day volume-weighted average price, and in five-year pre-funded warrants at $20, being 80% of its share divided by $20. The term is twelve months. This is the near-term revenue bridge while the AI conversion is pursued.
Machines deployed on schedule with supportive Bitcoin prices generate cash and demonstrate execution on management's own commitments.
The related-party structure invites scrutiny, profit share is thin if Bitcoin falls, and reduced deployment or deferred payment would remove the revenue bridge.
Source: Form 8-K, April 27, 2026; Form 10-Q, FY2026; Schedule 13D Amendment No. 9, June 15, 2026, for the ownership split and the monthly consideration mechanics. Filed
BGDE filed an adversary proceeding on December 29, 2025 in the Bankruptcy Court for the District of Delaware against W Capital Advisors Pty Ltd, Marshall Investments GCP Pty Ltd, Rayra Pty Ltd and affiliated individuals, seeking bad-faith damages, fees, costs and interest under United States Code title 11 section 303(i). The involuntary petition was dismissed with prejudice on November 4, 2025 and the court expressly preserved BGDE's right to pursue remedies. BGDE claims a single-day market capitalization loss of roughly $23M.
It is also a defendant against the same counterparty. Since March 28, 2024 it has faced a civil suit in the Supreme Court of New South Wales in which W Capital, as trustee for the W Capital Advisors Fund, claims roughly US$0.2M of unpaid interest under a note whose principal BGDE has repaid in full, plus a related claim of roughly $0.3M under a loan deed alleged to be guaranteed through Mawson SPL. BGDE has sought dismissal on jurisdictional grounds; roughly $0.2M sits as a current liability at March 31, 2026.
Damages including sanctions would be accretive against a $37M market capitalization.
W Capital is in receivership in Australia, so collectability is the binding constraint and a judgment may be worth far less than the claim. Legal spend continues in the meantime.
Source: Form 10-Q, May 14, 2026, legal proceedings; company release, December 30, 2025. Filed
Energy management was 29.7% of FY2025 revenue. BGDE earns from grid services and demand response, so the exposure runs in both directions and deserves its own entry rather than a line in a risk list.
On the hedging side, when power prices spike, curtailment and grid-services revenue can rise, offsetting higher input costs. On the exposure side, the Pennsylvania sites at Midland, Sharon and Bellefonte sit in PJM, a gas-heavy grid, so sustained gas price increases raise purchased-power costs. The Texas buildout above roughly 111 MW depends on behind-the-meter natural gas for which no firm supply or transportation contract has been disclosed. Midland is adjacent to the Beaver Valley nuclear station, but BGDE has not disclosed whether it holds a contractual arrangement there or simply buys grid power.
Higher volatility lifts energy-management revenue, and securing firm gas supply early would move BGDE from exposed to advantaged.
Gas-driven power inflation compresses margins at the Pennsylvania sites while unsecured Texas gas raises buildout costs, squeezing both ends. Prospective tenants underwriting higher fuel costs negotiate the site economics down before any contract is signed.
Third-party analysis arguing that upstream gas deliverability tightens from 2028, with fuel reaching 20% to 30% of cost of compute for behind-the-meter datacentres, is one model and not consensus. BGDE publishes no fuel-mix disclosure, so the exposure cannot be sized from filings.
Source: Form 10-K FY2025 for the revenue share; Form 8-K, July 20, 2026 for the gas concept. Filed
FY2025 revenue was 65.6% digital colocation at $26.1M, 29.7% energy management and 4.7% digital asset self-mining. BGDE is a landlord and power operator rather than a miner, so Bitcoin's price reaches it indirectly: through hosting customers' ability to pay, including the related-party Endeavor arrangement, through demand for colocation capacity, and through the sector sentiment that sets multiples on mining-adjacent equities.
Bitcoin traded around $63,000 at July 31, 2026, roughly 28% lower year to date, after falling below $58,000 on 1 July and recovering to finish the month up about 7.5%. It reached a high near $126,000 in October 2025.
Recovery improves hosting customers' economics and demand for capacity, supporting utilization and sector multiples.
A prolonged decline stresses hosting customers' ability to pay, a risk concentrated in a single related-party counterparty, just as BGDE needs utilization.
Source: Form 10-K FY2025 for the revenue mix; price data at August 3, 2026 close. Market
The direction of this condition has reversed. On July 29, 2026 the Federal Open Market Committee voted 9 to 3 to hold at 3.50% to 3.75%, with three officials dissenting in favor of a quarter-point increase, the most dissents in one direction since September 2016. The June projections carried one quarter-point increase by end-2026 and markets now largely expect a rise in September rather than a cut. The statement cited Middle East conflict as clouding the inflation outlook.
This bites harder here than at a typical issuer. BGDE carries a 12% related-party revolver and needs substantial further capital for the Texas buildout, so a higher or rising path raises the cost of every financing option, drains risk appetite for micro-caps, and pressures the infrastructure multiples the pivot depends on.
A pivot back toward cuts would lower financing costs and lift risk appetite for the sector.
Rising rates raise the cost of capital for a company that must raise it, and reduce enterprise willingness to commit to long-dated infrastructure contracts.
Source: Federal Open Market Committee decision, July 29, 2026. Market
The current federal posture is the most accommodating in United States digital asset history, following the GENIUS Act, a change of Securities and Exchange Commission leadership, creation of a digital asset task force and strategic reserve activity. That backdrop supports BGDE both as an operator of mining colocation and as a datacentre developer whose permitting and power allocation depend on federal energy policy. It also matters to counterparties: tenants underwriting multi-year contracts price regulatory stability.
Further supportive legislation, or federal backing for domestic datacentre infrastructure and permitting reform, accelerates the pipeline.
A policy reversal on digital assets or on datacentre energy use, or new taxes and reporting requirements, would be a sector-wide headwind.
Source: Sector policy coverage, 2026. Market
Texas Load House, the 50/50 joint venture with 10NetZero, signed a non-binding letter of intent with Tensor IQ on August 11, 2026. It contemplates reserving and developing up to 17 MW of gross power at Hood County, an initial deployment of 7,748 NVIDIA B300 GPUs, and an in-service target in the second quarter of 2027.
The headline number is the part to handle carefully. The company states potential aggregate power-lease-related revenue to the venture of approximately $546M over an initial fifteen-year term, rising to approximately $1.07B if both five-year extensions are exercised and fully utilised. The release says in terms that these “are not contracted revenue and remain subject to significant conditions and risks”. Against a market capitalization near $37M the fifteen-year figure is roughly fourteen times the company's entire value, which is exactly the shape of number that gets quoted without its conditions.
Three discounts apply before it means anything. It is non-binding, so no party is committed. It runs through a 50/50 venture, so BGDE's economic share is roughly half before any financing at the venture level. And it assumes full utilisation across fifteen years of a site that today has 17 MW energized against a 111 MW pathway.
Definitive agreements are executed and financed, converting the first genuine third-party AI demand this company has had into contracted revenue and validating the pivot.
The LOI lapses without definitive agreements, as non-binding letters frequently do, leaving the Hood County capital committed against no anchor tenant.
Source: Company earnings release, August 12, 2026; company release, August 11, 2026. Filed
Closed items, kept for the record, ordered by resolution date. A resolved catalyst takes the next free R number; it does not carry its old number over.
The exchange issued a delist determination on April 17, 2026 for stockholders' equity below the $2.5M minimum at December 31, 2025. On June 17, 2026 it confirmed that BGDE had regained compliance, closing the near-term delisting risk that had been the largest single overhang on the equity.
It did not close the file. The determination carried a condition requiring at least $5M of equity in each quarter for twelve months from the June quarter, which is tracked as a standing condition rather than a resolved item.
Source: Form 8-K, June 17, 2026. Filed
BGDE engaged Northland Capital Markets to advise on AI and HPC uses of its power assets, including site-level financing and partnership opportunities, confirmed again in the 20 July release. The mandate signals a more institutional capital process than the related-party financing that preceded it.
The same firm acted as exclusive placement agent on the insider-linked Series D for a 6% cash fee. That is ordinary in small-cap finance, but it means the engagement is not an independent third-party validation of the asset base and should not be read as one.
Source: Form 8-K exhibit, July 20, 2026; Form 8-K, July 6, 2026 for the placement agent fee. Filed
The 50/50 joint venture with 10NetZero, formalised through Texas Load House, LLC under an LLC agreement, a contribution agreement and an interim-management side agreement, acquired 30 of roughly 50 acres in Hood County, Texas on July 15, 2026 from Century Oaks Independence Farms for roughly $10M in cash, with an option on the remainder for a further $600,000. The site sits roughly 40 miles from Dallas Fort Worth, carries 17 MW operational today, a phased path to roughly 111 MW subject to grid validation, and a stated ceiling of up to 300 MW using behind-the-meter gas. Total operational capacity rose to 146 MW.
Two qualifications travel with it. The company uses both 300 MW and 311 MW for the ceiling in documents filed the same day. And the venture is 50/50 in name: BGDE is sole Manager and lent 10NetZero $4.9M, so it financed both sides, with that loan tracked as a dated catalyst.
Source: Form 8-K, July 20, 2026; company release, July 20, 2026. Filed
This item asked three questions and all three now have answers. Whether burn moderated: yes, decisively. Whether the colocation deal is generating cash: not yet visibly. Whether stockholders' equity cleared $5M at 30 June: yes, at $12.44M.
Burn. Operations consumed $20.46M in the six months to June 30 against $17.1M in Q1 alone, so the implied second-quarter outflow is roughly $3.36M, a fall of about 80% from the first quarter. Estimate The quarterly figure is a subtraction, because the release states only the half; the 10-Q will state it directly.
Colocation. Digital colocation revenue was $3.51M against $3.66M a year earlier and broadly flat sequentially, so the April 27 Endeavor agreement has not yet changed the line it was expected to change. The growth came from energy management, at $2.61M against $1.19M in Q1, itself down from $5.13M a year earlier.
Equity. $12.44M against the $5M floor, roughly two and a half times the requirement, turned from $4.3M at March 31 by the $15.03M Series D that closed on the final day of the quarter.
What the release does not settle. The Form 10-Q had not been filed when this was struck, so the going-concern disclosure, the segment detail and the quarterly cash-flow statement are not yet readable. That half of the original item is carried forward as a dated catalyst rather than closed here.
Source: Company earnings release, August 12, 2026. Filed
The Form 10-Q was filed on August 14, 2026, the statutory deadline, and the figures match the release to the dollar. Cash of $16,290,273 and operating cash use of $20,455,174 across the six months are the release figures exactly, so the possibility that filed statements would differ from an unaudited release did not materialise.
The downside this card set in advance was met on its first branch. Management concluded that the conditions raise substantial doubt regarding the ability to continue as a going concern for at least one year from issuance. The conditions it names are a six-month net loss of $6.8M, $20.4M of operating cash use, negative working capital of $13.7M, stockholders’ equity of $12.4M and an accumulated deficit of $259.2M.
Equity turning positive did not settle the question. Stockholders’ equity is $12,444,678 against a deficit of $3,117,791 at December 31, 2025, comfortably above the $5M quarterly condition the exchange imposed, and the substantial-doubt conclusion stands beside it rather than being displaced by it.
What the filing does not add is a quarterly cash-flow statement. The statement is presented for the six months only, so the roughly $3.36M second-quarter outflow derived here by subtracting the first quarter’s $17.1M remains a derivation rather than a filed figure. The six-month leg of that subtraction is now confirmed.
The financing that carried the cash balance is visible for the first time. Across the six months the company raised $14,028,200 net from Series D convertible stock, $7,180,124 from common share issuances and equity conversions settled in cash, and $2,500,000 from borrowings, for $23,528,116 of net financing against the $20,455,174 consumed by operations.
Source: Form 10-Q for the quarter ended June 30, 2026, filed August 14, 2026, Note 1 General, Going Concern, with the consolidated condensed statements of cash flows and balance sheets.
Every category reviewed appears as a row, including those that produced catalysts, which read across by title and ID. A category checked and found empty is recorded rather than omitted.
| Category | Status | Basis |
|---|---|---|
| Earnings | Covered above | Q2 2026 release (R6); Q3 2026 release (D6). |
| Product launches | None | No product launch appears in the Form 8-K record or the company releases through July 20, 2026. The business has no product cycle: the analogue is capacity energisation and tenant signing, carried as the anchor-tenant condition (S3) and first AI and HPC revenue (D8). |
| Investor days | None | No formal investor day announced. Disclosure has come through Form 8-K, press release and periodic investor decks. The annual meeting (D7) is the nearest scheduled forum. |
| Regulatory decisions | Covered above | Nasdaq quarterly equity condition (S4); digital asset policy backdrop (S11). Grid validation for the Texas expansion sits inside the power and gas condition (S8). |
| Lawsuits | Covered above | Celsius final judgment (S2), which also carries the company's Delaware action against its largest holder; W Capital proceedings, both directions (S7). Checked in the Q1 2026 Form 10-Q legal proceedings note, the Celsius bankruptcy docket and the beneficial ownership filings. Absence of evidence is not evidence of absence, so the sweep boundary is stated in section 9. |
| Macro events | Covered above | Bitcoin price (S9); Federal Reserve rate path (S10); halving (D10). |
| Industry conferences | Covered above | Summer circuit (D1), on inferred cadence rather than an announced appearance. |
| Management changes | Covered above | The April 2026 board reconstitution and the appointment of the Executive Chairman, Chief Executive and Chief Operating Officer are carried at the control group holding 47.8% (S5). Checked against the Form 8-K record and company releases through July 20, 2026: no further departure, appointment or auditor change has been disclosed since. Strategy is closely identified with that team, so a change would be material. |
| Share buybacks | None | No repurchase appears in the equity and cash flow statements of the Form 10-K FY2025 or the Form 10-Q for Q1 2026. It would also be structurally incompatible with the current position. The company is issuing dilutive preferred and drawing an at-the-market program while needing to hold $5M of quarterly equity; repurchasing stock would work against both. |
| Dividends | None | No common dividend has been paid or declared in the Form 10-K FY2025 or Form 10-Q Q1 2026 record. The Series D carries a 5% preferred dividend, rising to 18% on a triggering event, payable in additional preferred or cash at the company's election. That is an obligation senior to common, not a return to it. |
| Major contracts | Covered above | Endeavor colocation (S6); the anchor tenant that has not been signed (S3); Hood County acquisition, resolved (R4). The cooperation agreement of April 4, 2026 is carried at the control group holding 47.8% (S5). |
| Passive institutional holders | None | No Schedule 13G or amendment to one has been filed on this issuer since February 16, 2021, and those that exist belong to a predecessor business. Established against the complete filing index for this issuer, 725 filings, searched August 3, 2026. Every position currently reportable is filed under Exchange Act Section 13(d) and is carried at the control group holding 47.8% (S5). |
| Index inclusion | Not established | No index provider methodology or membership list was examined, so no null can be claimed. On the figures in this file a capitalization near $37M sits below major index thresholds and broad-market funds already hold the stock, but that is inference rather than a checked source. Also named in what was not checked. |
| Analyst coverage | None | Searched on August 3, 2026 against two named services, under both the current symbol and the former one, and neither names a covering firm. The research report is set out in the valuation section of the companion report. The Northland engagement is an advisory mandate rather than research coverage. |
Sits across every other catalyst rather than beside them. Because conversion is priced at a discount to a trailing average with a hard floor, dilution runs inversely to the share price: the weaker the stock, the more shares each conversion creates.
The registered amount is the number that matters. The Form S-3 filed July 20, 2026 registers up to 10,924,527 shares for resale against the 5,664,339 outstanding at August 7, 2026, the count stated on the cover of the Form 10-Q. That is roughly 193% of the current share count; full issuance would take the total to about 16.6 million shares, or 293% of the baseline, leaving existing holders with roughly 34% of the company. It exceeds a floor-price conversion because it also covers the warrant and headroom for dividend accrual.
| Element | Mechanism | Timing | Pressure |
|---|---|---|---|
| Series D preferred | 16,700 shares sold at $900 on a $1,000 stated value, a 10% discount, giving $15.03M of proceeds on $16.7M of face. Converts at 95% of the lowest five-day VWAP with a $1.80 floor. Monthly volume caps, a 4.99% beneficial ownership blocker and a 19.99% exchange cap apply. | From Aug 30, 2026 | High |
| Warrant, held by YA II PN | 926,748 shares at $10.81, being 120% of the pre-close price, transferred as the facility commitment fee rather than retained by the purchaser. Cash exercise from the day after issuance, no lock-up. Cashless exercise from August 29, 2026, and only if the shares are not covered by an effective registration statement. Expires June 30, 2031. The whole warrant sits in the first cashless tranche, a derived figure: it is below the shared 1,129,185 exchange cap that also counts the preferred conversion shares. Filed Exhibit 4.1 to the Form 8-K of July 6, 2026, section 2(a). | Cash now; cashless Aug 29, 2026 | Medium |
| Lender pledge | Six Thirty AI purchased with borrowed funds and pledged the preferred to YA II PN as collateral agent. Lenders may exchange loan obligations for Series D or settle in converted common, so the converting party may not be the management-linked purchaser. | In place since issue | High |
| Registered resale | Form S-3 covering 10,924,527 shares, filed on deadline. Must be declared effective by 29 August, or 28 September if fully reviewed. | Filed Jul 20, 2026 | High |
| Preferred dividend | 5% base, stepping to 18% on a triggering event, senior to common, payable in additional preferred or cash at the company's election. A payment in kind compounds the share count. | Accruing | Medium |
| Shareholder vote | Approval sought by November 14, 2026 to issue above the 19.99% exchange cap. This is the gate on the larger figure. | By Nov 14, 2026 | High |
| At-the-market program | A separate, continuous channel: $6.4M drawn in Q1 2026. Unlike the Series D it issues directly into the market with no floor. | At discretion | Medium |
| Endeavor revolver | $40M secured related-party facility at 12%. Draws increase leverage rather than share count, but the rate is high and the counterparty is affiliated. | As drawn | Medium |
| Buildout capital | Grid expansion and behind-the-meter generation require capital well beyond the facilities in place. Northland is engaged to source it. | Unscheduled | Medium |
On the $16.7M of face value, conversion produces roughly 2.0 million shares at the 30 June VWAP of $8.81, the figure disclosed in the Schedule 13D/A; roughly 2.7 million at the 12 August close of $6.40; and roughly 9.3 million at the $1.80 floor. The second and third are calculated from the stated face value and the conversion formula and are not company disclosures. The current beneficial ownership filing, Schedule 13D Amendment No. 11 of July 10, 2026, puts the group at 3,652,288 shares, or 47.8% on a fully diluted basis of 7,643,972, including 1,995,221 conversion shares. Excluding those, the group holds 1,657,067 common, or 30.0% of the 5,521,252 outstanding at May 7, 2026. Conversion is therefore not only dilution: it is the mechanism by which an existing 30.0% holder reaches 47.8%.
What would prove this read wrong, stated in advance. Each trigger is settleable from a document; an unquantified threshold is not a test. Thirteen tests. Two of them, numbered 11 and 12, carry thresholds set here rather than taken from a filing, and are tagged accordingly.
| # | If this happens… | …this was wrong | Status |
|---|---|---|---|
| 1 | Stockholders' equity is reported below $5,000,000 on the balance sheet in any Form 10-Q or 10-K covering a quarter from Q2 2026 through Q1 2027. | That the June Series D closing carries the company through the probationary period, and that listing risk was retired in June 2026. | Untriggered |
| 2 | A conversion notice or a Form 10-Q share count shows Series D shares issued at the $1.80 floor price. | That dilution stays near the levels implied by conversion at prevailing market prices. | Untriggered |
| 3 | 10NetZero does not repay the $4.9M loan by October 13, 2026 and the transfer of its interest begins. | That the partner can fund its half of the buildout, and with it the behind-the-meter gas plan that rests on 10NetZero's platform. | Untriggered |
| 4 | The Form S-3 is not declared effective by September 28, 2026. | That the resale registration timetable set out in the purchase agreement holds. | Untriggered |
| 5 | The annual meeting does not occur by November 14, 2026, or the issuance proposal fails. | That the contractual commitment in the Series D purchase agreement binds, and that the 19.99% cap lifts on schedule. | Untriggered |
| 6 | A Celsius Litigation Administrators' quarterly report, or a Form 8-K, records the judgment as satisfied, settled or released. | That the exposure remains unpaid and compounding. This test falsifies the negative read rather than the positive one. | Untriggered |
| 7 | A Form 8-K discloses an executed AI or HPC lease naming a stated term and a megawatt commitment. | That BGDE holds pipeline only, and the peer comparison that follows from it. | Untriggered |
| 8 | The arbitrator grants the dismissal motion filed March 30, 2026 against BGDE's remaining claims and counterclaims. | That an offset exists against the judgment, and with it the possibility that net exposure is materially below gross. Triggered on June 1, 2026, recorded here on August 18, 2026 from Note 8 of the Form 10-Q: the arbitrator granted the motion and the offset does not exist. | Triggered |
| 9 | Grid validation confirms interconnection capacity below the 111 MW the company has stated for the Texas site. | That the phased path to roughly 111 MW, and the 300 MW ceiling that builds on it, are achievable as described. | Untriggered |
| 10 | Operating cash outflow in any reported quarter equals or exceeds the $17.1M recorded in Q1 2026, with no non-recurring item identified in the filing. | That the Q1 burn reflected transition costs rather than the underlying operating rate. | Untriggered |
| 11 | Bitcoin closes below $40,000 on the last trading day of any calendar quarter through Q1 2027. Estimate | That the counterparty read holds: at that level the hosting book’s economics compress far enough to threaten the related-party arrangement that carries near-term revenue. The threshold is a judgment here, not a filed figure: no filing states a level at which the read breaks. | Untriggered |
| 12 | The company discloses new borrowing at a coupon above the 12% it already pays on the Endeavor revolver. Estimate | That the rate path leaves the buildout fundable. The 12% comparator is a filed figure; treating it as the point at which financing has become materially worse is a judgment, since no filing states a rate at which the buildout stops. | Untriggered |
| 13 | A Schedule 13D amendment reports the Endeavor group's aggregate holding of common stock, excluding shares issuable on conversion, below the 1,657,067 shares it has reported since June 12, 2026. | That the control group is a committed holder whose interests run with the share price. Every amendment since December 2025 has reported the common holding flat or higher, so a reduction would be the first reversal in the series. | Untriggered |
Every ID in one table, gapless within each class, matching the cards above in count and order. Links point at title slugs so they survive renumbering.
Maps the numbering used before this revision to the current IDs, so earlier log entries remain resolvable. The earlier scheme used bare numbers for forward catalysts, S for undated structural items and C for completed events. All four C items were completed, so all four map to R.
| Was | Now | Catalyst |
|---|---|---|
| 1 | R6 | Q2 2026 earnings release and Form 10-Q |
| 2 | S6 | Endeavor colocation ramp |
| 3 | S3 | First AI and HPC anchor-tenant contract |
| 4 | S1 | Going-concern disclosure and operating cash burn |
| 5 | D1 | Summer conference circuit |
| 6 | D6 | Q3 2026 earnings, first full colocation quarter |
| 7 | S4 | Nasdaq $5M quarterly equity condition |
| 8 | D5 | JV loan to 10NetZero matures |
| 9 | D7 | Annual meeting and Series D issuance vote |
| 10 | S7 | W Capital proceedings, two-way |
| 11 | S2 | Celsius final judgment, unpaid |
| 12 | D3 | Series D conversions become available |
| 13 | D8 | First AI and HPC revenue from converted capacity |
| 14 | S8 | Power prices, energy management and gas exposure |
| 15 | D9 | Strategic Transactions Committee outcome |
| S1 | S9 | Bitcoin price, indirect through colocation |
| S2 | S10 | Federal Reserve rate path |
| S3 | S11 | United States digital asset regulatory environment |
| S4 | D10 | Next Bitcoin halving |
| C1 | R4 | Hood County acquisition completed |
| C2 | R2 | Nasdaq compliance restored |
| C3 | R3 | Northland engaged as AI and HPC advisor |
| C4 | R1 | Board director open-market share purchases |
| Tag | What it asserts |
|---|---|
| Filed | Stated in an SEC filing or company release, cited by form and date. Also covers a dated official publication by a named non-SEC issuer, with the issuer named in the source line. That extension is in use here for the Celsius Litigation Administrators' Quarterly Report, a dated filing by a named administrator in a named court. |
| Estimate | Derived or inferred here. The arithmetic is shown. |
| Open | Expected but unconfirmed. Nothing filed either way. |
| Market | Price, volume, float, published targets and ratings, stamped with the close or publication date. A third party's characterisation of someone else's facts is market data, attributed to the firm that issued it and never adopted here. |
| Level | Means |
|---|---|
| High | Date is company-announced, contractually fixed or protocol-defined. |
| Medium | Date inferred from filing cadence or a stated deadline window. |
| Low | Date is a judgment call. Could move by a quarter or more. |
Both defects previously recorded here are now closed, and the evidence that closes each is set out below. The limitations that remain are documentary rather than analytical: three documents behind the register were identified and not opened, and they are named in section 9 with what rests on each.
The citation now carries its authority, and this defect is closed. The dismissal motion filed March 30, 2026 was described in the source as a “Rule 34 dispositive motion”. A rule pointer must name the authority immediately before the number. The governing rule set has been narrowed but not established: the number is consistent with the American Arbitration Association Commercial Rule R-34, which is that body’s dispositive-motion rule, and inconsistent with JAMS Rule 34, which is an optional appeal procedure and does not govern dispositive motions. The administering body is now established from the issuer’s own quarterly report: the claim was filed on July 18, 2024 with the American Arbitration Association, in a matter bearing that body’s case number 01-24-0006-4462. The motion is therefore made under the American Arbitration Association Commercial Arbitration Rule R-34, and the authority can be named immediately before the number. The alternative is excluded on the record rather than by inference: that association is named in 24 of this issuer’s filings and JAMS in none.
The capacity ceiling is settled, and this defect is closed. The document not examined was the registration statement. Three filings of July 20, 2026 carry the same sentence: the Form 8-K and its press release end it at “up to 300 MW”, and the Form S-3 ends it at “up to 311 MW”, the wording otherwise identical down to the 17 MW operational and the up to 111 MW of grid capacity subject to validation by the Electric Reliability Council of Texas. Only the total differs. 311 MW is the figure that reconciles: against 111 MW of grid capacity it implies a round 200 MW of behind-the-meter generation, where 300 MW implies 189 MW, a figure no document states. Both are carried, each attributed to the filing that uses it, and the gap is treated as rounding in external communications rather than as a disputed measurement. Estimate
Confidence rates timing, never outcome. A High-confidence catalyst can be a coin flip; a Low-confidence one can be near-certain in direction.
Impact is independent of confidence. A High-impact, Low-confidence item is the most important kind here: it matters enormously and could land any time. The anchor-tenant condition is the clearest example.
Primary filings and company releases first, with form type and date.
Form 10-K for FY2025, filed March 31, 2026. Form 10-Q for Q1 2026, filed May 14, 2026, including the legal proceedings note. Form 8-K filings dated 2 February, 6 April, 23 April, 27 April, 9 June, 17 June, 6 July and July 20, 2026, including the Texas joint venture and acquisition exhibits, together with the Form 8-A12B of February 2, 2026. Form S-3 registration statement filed July 20, 2026. The Schedule 13D filed December 22, 2025 and its eleven amendments to July 10, 2026, with the press release attached to the amendment of March 16, 2026; and the Schedule 13D/A filed May 27, 2025 by the former Chief Executive. Forms 4 and 4/A covering insider transactions. All on the Commission's electronic filing system under central index key 0001218683.
Company releases through GlobeNewswire dated December 30, 2025 and 23 April, 27 April, 9 June, 17 June, 6 July and July 20, 2026. Investor presentation of May 2026.
Court records: the Celsius Litigation Administrators' Quarterly Report, Bankruptcy Court for the Southern District of New York, Doc 8417, April 30, 2026; and the Partial Final Award of April 14, 2025.
Market and sector data: price and capitalization at the August 3, 2026 close; Federal Open Market Committee decision of July 29, 2026; CoinShares Bitcoin Mining Report Q1 2026; sector coverage of July 2026 peer transactions. Secondary aggregators were used for corroboration only, never as the sole basis for a material claim.
A full sweep was run on August 3, 2026 against the complete filing index for this issuer, 725 filings, covering every form family: 8-K, 6-K, 10-Q, 10-K, 20-F, 40-F, S-1, S-3, 424, 13D and 13G, the NT series, Forms 3 and 4, and the annual proxy. That sweep ran on August 3 and this paragraph reported its result as current until this revision. The index now holds 727 filings: the Form 10-Q of August 14, 2026, carried below as Q2 2026 Form 10-Q filed, and substantial doubt restated (R6), and a Form 4 of August 18, 2026 recording open-market purchases by members of the control group, which is recorded here and not read. Foreign private issuer forms are inapplicable on the filing record: this issuer files 10-K, 10-Q, 8-K and DEF 14A, and has lodged no 20-F, 40-F or 6-K.
The beneficial ownership families had been matched on the wrong form label. This calendar described its sweep as covering 13D while carrying a single such filing. The Commission has labeled these filings SCHEDULE 13D rather than SC 13D since around December 2024, and a search for the older label returns nothing filed under the newer one. Matching the whole label returns 47 beneficial ownership filings on this issuer where the older form alone returns 32. Fifteen of the recovered filings sit under the newer label, the most recent dated July 10, 2026 against a most recent visible date of November 4, 2024. All fifteen were read, and the control group holding 47.8% (S5) is built on them. No Schedule 13G exists under either label since February 16, 2021, which is a checked absence rather than an unexamined one.
Two null-table categories rest on no checked source and are recorded as not established rather than as nulls: index inclusion, where no index provider methodology or membership list was examined. Analyst coverage was searched on August 3, 2026 and now reads None. One source in that search could not be reached, the Nasdaq analyst research page for the former symbol, which reset the connection.
Three documents behind the register were identified and not opened, and what rests on each is named so the gap can be closed. The amended complaint of January 29, 2026 is taken as the Schedule 13D/A of February 10, 2026 describes it, which is the basis for the statutory provisions in the Celsius final judgment card (S2). The cooperation agreement of April 4, 2026 is taken from the summaries in the Form 8-K of April 6, 2026 and the Schedule 13D/A of April 7, 2026, so the standstill, the release and the April 4, 2029 expiry rest on those summaries rather than on the agreement, which is on file as an exhibit. The consent solicitation statement of March 16, 2026 was not read; only the press release attached to the ownership filing was.
Beyond filings: the federal docket index was searched on August 2, 2026 and not re-searched since; the bankruptcy docket was not re-read for activity after April 30, 2026; no independent confirmation of the Texas grid validation status was sought; and the power procurement arrangements at Midland, Sharon and Bellefonte remain undisclosed and unexamined. An unexamined area is a gap, not a clean bill.
Newest first. The original build entry is never removed or rewritten.
The warrant row carried an issue date where the row beside it carried a timing. The instrument gives both: cash exercise from the day after issuance with no lock-up, and cashless exercise from August 29, 2026, available only where the shares are not covered by an effective registration statement. It expires June 30, 2031. The row now reads “Cash now; cashless Aug 29, 2026”.
That date is the same date this calendar already carries for the Form S-3 to be declared effective, and the relationship is inverse: if the registration goes effective the cashless route stays shut, and if it slips the route opens that week. No new dated row is added, because the date was already in the calendar for the registration; what changes is that the warrant row now points at it.
The source predates this file. The warrant is dated June 30, 2026 and this calendar is as of August 18. It was available and was not read. No catalyst changes state and nothing is repriced.
This calendar resolved the Q2 2026 Form 10-Q filed, and substantial doubt restated (R6), and its own filing sweep said nothing had been filed. The sweep ran on August 3, 2026 at 725 filings and the paragraph reported that result as current: "the most recent filing of any kind is July 20, 2026 and nothing has been filed since, so the sweep reached today". The index holds 727, and one of the two it was missing is the filing this calendar resolves four sections above. Filed
Falsification test 8 fired on June 1, 2026 and read Untriggered until this revision. The test asks whether the arbitrator grants the dismissal motion filed March 30, 2026. Note 8 of the Form 10-Q: "On June 1, 2026, the arbitrator granted Celsius relief under its Rule 34 motion filed dismissing Mawson’s claims and counterclaims in the arbitration." The standing condition on the Celsius judgment described the same motion as awaiting decision. Both are corrected, and the reading the test was written to falsify is falsified: no offset exists against the judgment. Filed
The joint venture agreements arrived in the filing this calendar had already resolved. The deadline for the Hood County acquisition financial statements (D4) said two things were outstanding and that the company intended to file the agreements as exhibits to its next Form 10-Q. It did: the Texas Load House operating agreement and the two 10NetZero agreements of July 14, 2026 are exhibits 10.6, 10.7 and 10.8. One thing is outstanding now, the acquired business financial statements and pro forma information due by amendment on September 29, 2026. The exhibits are recorded and have not been read. Filed
Repriced to the 18 August close. This masthead carries no price, so the movement is in the body: four market capitalizations stated at roughly $33M and $30M, none of which named a basis, all restruck at $37.2M on the August 18 close of $6.57 and the 5,664,339 shares the Form 10-Q states as of August 7, 2026. The registered resale falls from 199% to 193% of the count, full issuance reaches 16.6 million rather than 16.4 million, and existing holders would hold near 34%. The conversion arithmetic at the 12 August close of $6.40 is not moved: it carries its own date and is history.
No catalyst moved and no identifier changed. The Form 10-Q was already resolved before this revision; what changed is that its exhibits and its Note 8 have now been used. The counts stay at 10 dated, 12 standing and 6 resolved.
The Form 10-Q was filed on August 14, 2026 and the card resolved. What it added was never going to be the headline figures: the August 12 release already carried cash and the six-month operating outflow, and this calendar already carried both. The filing confirms them to the dollar, $16,290,273 of cash and $20,455,174 used in operations, which disposes of one branch of the card’s own downside, that filed statements might differ from an unaudited release.
The other branch was met. Management concluded that the conditions raise substantial doubt about the ability to continue as a going concern, naming negative working capital of $13.7M and an accumulated deficit of $259.2M alongside the loss and the cash use. Stockholders’ equity of $12,444,678, against a deficit of $3,117,791 at the year end, is comfortably above the $5M quarterly condition and did not displace that conclusion.
The second-quarter outflow stays a derivation. The cash-flow statement is presented for the six months only, so the roughly $3.36M figure remains this calendar’s own subtraction; the six-month leg of it is now filed rather than released.
The Basis section now reads ten scheduled items, which the correction below quotes as a retired error. That is not a reversal. The count was corrected from ten to eleven because the file then held eleven; it holds ten now because a catalyst resolved into the resolved sequence.
The Basis section restated both class counts and both restatements were stale. It read "Ten items are genuinely scheduled" against a file holding eleven, and "Eleven are event-driven or continuous" against twelve standing conditions. The masthead and this entry's own basis line were both already correct at 11 and 12, which is the shape of the defect rather than an incidental detail: a count is updated where it sits beside the edit and not where it sits in another section. The self-count check now reads this third site as well as the other two.
A Texas regulatory review that neither file knew about. On August 3, 2026 the Governor of Texas directed the Public Utility Commission of Texas and ERCOT to audit every data center advancing through ERCOT's interconnection process, with non-compliant projects to be denied grid connection, and ERCOT suspended the Batch Zero classification notifications due by August 7 in market notice M-A080326-01 pending a good cause exception at the Commission's open meeting of August 20, 2026. Nothing about it is on EDGAR, and the sweeps behind this file read filings. The Texas audit of ERCOT data center interconnections enters as a dated catalyst at Impact High, between the Series D conversion window and the summer conference circuit. Every dated item from the Series D conversions onward shifted one place, and the in-document cross-references and band ranges were swept against the new numbering in the same build. This company's whole Texas capacity path runs through the process being audited, and whether its site falls inside the audit's scope is not established.
Repriced to the 12 August close. $5.99 → $6.40, up 6.67% on the session against the one before, on volume of 135,413 shares, about 2.40 times the mean of the nine preceding sessions. The Series D conversion arithmetic moves with the price, roughly 2.9 million shares → roughly 2.7 million at the close, with the floor case unchanged.
The Q2 Form 10-Q catalyst was dated by estimate where a statutory deadline was computable, and it raised a false alarm because of it. It read "Expected within days of the August 12, 2026 release" and elapsed on August 13. Nothing is overdue. A Form 10-Q for a quarter ended June 30 is due 45 days after quarter end for a non-accelerated filer and smaller reporting company, which EDGAR states this issuer is, so the date is August 14, 2026. Filed
The cadence agrees with the deadline rather than running ahead of it: the last four 10-Qs landed at +44, +45, +45 and +45 days, and last year's June quarter was filed on August 14, 2025. Estimate The item now carries the deadline and is tagged Filed, matching how a regulatory deadline is already tagged elsewhere in this calendar.
Nothing was filed and no figure moved. The submissions index was read on August 13, 2026 and shows nothing since July 20, 2026. This entry records a change of basis, not of fact.
The entry below treated the "Cleburne, Texas powered site" as a possible second asset weakening the capacity reconciliation. On the analyst's reading it is the same asset as Hood County, referred to by the nearest town of size rather than by its county, which is ordinary for rural Texas sites.
The filing record supports that by its silence, and the silence was measured rather than assumed. Across all eight BGDE filings from 1 July 2026, including the July 20 Form 8-K and Form S-3 that describe the acquisition, the word Cleburne does not appear once. Neither does Johnson County nor Granbury. Every one says Hood County. No separate release announces a Cleburne acquisition, and no capacity figure is attached to one anywhere. A genuinely separate site acquisition that never reaches a filing or a release is the less likely of the two readings.
What cuts the other way is left in. The Q2 release lists the two in consecutive bullets and the chief executive refers to "the Cleburne and Hood County acquisitions", which reads as two. The company has not said they are the same and has not said they are different, so this is carried as a reading with its evidence rather than as a fact.
Nothing else changed. No figure moved and no catalyst resolved. The Q2 figures remain unaudited, from the August 12, 2026 release ahead of the Form 10-Q, and the pricing basis remains the August 3, 2026 close.
The capacity figures ARE reconcilable, and the entry below saying they were not is superseded. 129 + 17 = 146, exact to the megawatt. The July 20, 2026 8-K counted the 17 MW held through the 50/50 Texas Load House venture; the August 12, 2026 release appears to exclude it. The release supports that by framing the strategy around assets the company controls and listing Hood County as development portfolio, and cuts against it by saying the acquisition was completed "adding 17 MW of energized capacity". The company has not stated the basis, so this is an Estimate carrying both readings.
The Q2 figures are UNAUDITED, from the August 12, 2026 release ahead of the Form 10-Q, and are used deliberately as the best available record of the quarter.
Q2 2026 results released August 12, 2026, unaudited and ahead of the Form 10-Q, and the dated catalyst that tracked them only half resolved. The earnings release is recorded as a resolved item; the Form 10-Q has not been filed, and the SEC submissions index read the same day ends at July 20, 2026. The dated catalyst therefore survives, narrowed to the outstanding filing, rather than being closed on a filing that does not exist.
The three questions that item was raised to answer are answered. Burn moderated, from $17.1M in Q1 to roughly $3.36M in Q2 by subtraction from the six-month figure. Colocation did not yet move: $3.51M against $3.66M a year earlier and broadly flat sequentially, so the April 27 Endeavor agreement has not changed the line it was expected to change. Stockholders' equity cleared the $5M Nasdaq condition at $12.44M.
One standing condition added. The Tensor IQ letter of intent of August 11, 2026 is filed as a standing condition rather than a dated catalyst, because it is explicitly non-binding and every date in it is contingent on definitive agreements, financing, power and customers. Section 12.6a asks what a date means; there is no committed date here to mean anything. It carries the $546M fifteen-year and $1.07B extended figures with the company's own statement that they are not contracted revenue.
Two standing conditions restated against the Q2 print: going concern and cash burn, and the Nasdaq quarterly equity condition, whose first test quarter is passed.
Capacity. Live claims describing current scale now read roughly 129 MW energized, per the August 12 release, against the 146 MW operational this calendar carried from the July 20, 2026 8-K. Estimate The two reconcile through Hood County: 129 + 17 = 146, exact to the megawatt. The 17 MW at Hood County is held through a 50/50 joint venture, and the release frames the strategy around assets the company controls and lists Hood County under expanding the development portfolio rather than inside the platform figure. Against that reading, the same release says the acquisition was completed "adding 17 MW of energized capacity", which reads as included. The company has not stated the basis, so this is a reconciliation and not a disclosure. The release also names a "Cleburne, Texas powered site", and on the analyst's reading that is the same asset as Hood County rather than a second one. Cleburne is the nearest town of size to the site the filings describe, and rural Texas sites are routinely referred to by a nearby town rather than by their county. The filing record supports that reading by its silence: Filed across all eight BGDE filings from 1 July 2026, including the July 20 8-K and S-3 that describe the acquisition, the word Cleburne does not appear once, and neither do Johnson County or Granbury. Every filing says Hood County. No separate release announces a Cleburne acquisition, and no capacity is anywhere attached to one. Against that reading, the Q2 release lists the two in consecutive bullets and the chief executive refers to "the Cleburne and Hood County acquisitions", which reads as two. The company has not said they are the same site and has not said they are different. If they are in fact two, and the second carries energized megawatts, then 129 plus 17 arriving exactly at 146 would be coincidence rather than a bridge. The resolved item recording the July acquisition is unchanged, because it records what was true then.
No identifier moved. The added items take the next free numbers in their sequences, so no renumber map is owed. One cross-reference was corrected because the catalyst it names was retitled, which is the same obligation section 7.2 places on a renumbering and which no check here covers.
Not repriced. The pricing basis remains the August 3, 2026 close.
This calendar's account of who owns the company was wrong, not merely thin. It treated a single Schedule 13D/A of July 2, 2026 as the ownership record. That filing is the tenth amendment in a chain of an original Schedule 13D and eleven amendments running from December 22, 2025 to July 10, 2026. Fifteen filings in that family had never been read. The cause was a form label: the Commission has labeled these filings SCHEDULE 13D rather than SC 13D since around December 2024, and matching the older label alone returns 32 beneficial ownership filings on this issuer where matching the whole label returns 47.
The Endeavor group is not an affiliated shareholder; it took the company. The colocation ramp described its counterparty as “an Endeavor Group affiliate, controlled by the CEO, COO and Executive Chairman, who together hold 29% of BGDE”. The holding is 30.0% of the common and 47.8% fully diluted, the counterparty is Big Digital Energy, LLC, whose name the company itself took in April 2026, and the officers hold their seats because that group crossed 5% in November 2025, accumulated to 48.0% of the common by January 30, 2026, solicited consents on 16 March to remove all three directors, and agreed a cooperation agreement on 4 April under which the board was reconstituted. A new standing condition carries the position.
The Delaware action was settled in substance in April 2026. This calendar recorded it as open and unmentioned in any filing. Two filings describe it, and the amended complaint of January 29, 2026 alleges Exchange Act Sections 13(d), 14(a) and 10(b) with Rules 14a-9 and 10b-5, not Section 13(a) as recorded from the docket index. The cooperation agreement released existing claims and barred proceedings by either side until April 4, 2029.
The rights plan was recorded only by its removal. The Strategic Transactions Committee card read the June 8, 2026 termination as a signal about the standalone position. The rights agreement was adopted February 2, 2026, twelve days after the company sued its largest holder, with a 20% trigger and a provision making any further purchase by a holder already above 20% a trigger in itself; the Endeavor group held 45.4% that day. The board that accelerated the expiry was the board that group had seated.
The sourcing statement was also wrong. This calendar recorded that its previous revision performed no filing sweep. A full sweep has now been run against the complete filing index, 725 filings, on August 3, 2026, and section 9 states what it reached and what it did not.
Repriced to the August 3, 2026 close. The 3 August session has closed, so the basis moves July 31, 2026 → August 3, 2026 and the price $5.47 → $5.99, up 9.51% on the day. The Series D conversion arithmetic in the dilution overlay moves with it, roughly 3.2 million → 2.9 million shares at 95% of the current close, while the floor-price case of about 9.3 million is unchanged because the $1.80 floor is fixed. The horizon band boundaries do not move, being a convention this document adopted for dividing near from far rather than a measurement. The as-of stamp was already 3 August, so no figure computed from it changed. The day's volume of 40,866 shares is about a third of the recent average, which on the volume test alone would read as a session still open; the exchange reported the session closed and the figure settled, and that is the basis for treating it as a close.
One standing condition was added and six moved. The control group holding 47.8% and every counterparty seat (S5) records a holder that is simultaneously the control shareholder, the management, the lender on the $40M revolver, the anchor colocation customer and the Series D holder, and notes that no holder has filed a passive ownership report on this issuer since February 16, 2021.
Cross-references were swept: the null table, the earlier-numbering concordance and the catalyst summary all point at the new numbers, and the concordance rows for the six moved items were corrected in place so earlier entries here stay resolvable.
A thirteenth falsification test was added, triggered by a beneficial ownership amendment reporting the group's common holding below the 1,657,067 shares reported since June 12, 2026. A null row was added for passive institutional holders, recorded as checked and empty against the complete filing index.
The statement that no late-filing notification had ever been made was false, and it was asserted here as a positive finding. This file recorded that no NT filing of any kind existed, and reasoned that for an issuer which had changed name, ticker and filer status inside twelve months that was itself informative. The opposite is true. The company has filed six Form NT 10-Q notifications: August 16, 2011, November 15, 2016, May 18, 2021, August 11, 2022, August 15, 2023 and August 14, 2024, the last four under the Mawson Infrastructure name. Established against the complete filing index for this issuer, 725 filings, searched August 2, 2026. The most recent gave third-party delays in an enterprise resource planning migration as the reason and said the report would follow inside the five-day extension. The pattern bears on this calendar directly: the second-quarter report was filed late in four of the five years from 2021 to 2025, which is the base rate against which the Q2 2026 earnings release and Form 10-Q (R6) should be read.
The market capitalization carried alongside the price is restated from $30.2M to $30.0M, being $5.47 against 5,486,730 shares. The 52-week range quoted in this entry, $4.30 to $11.69, is the range since the ticker changed on April 30, 2026 and not a 52-week range; over the full 251 sessions to the 31 July close it is $1.70 to $40.00 intraday.
Filing sweep to today found nothing filed since July 20, 2026, and the 20 July filings were re-read at exhibit level rather than by form type. The 31 July close remains the latest, the market is shut on 2 August, and the file is not repriced: price stays $5.47.
Both defects carried forward are closed, and one identifier was added. The arbitration rule set is established as the American Arbitration Association’s, from that body’s case number in the first-quarter report, so the dispositive motion can now name its authority. The capacity ceiling is settled: the registration statement of 20 July gives 311 MW where the Form 8-K and press release of the same day give 300 MW, and 311 MW is the figure that reconciles against the 111 MW of grid capacity those documents also state. A new dated item records the September 29, 2026 deadline for the acquired-business financial statements and pro forma information deferred under Item 9.01 of the 20 July filing, which no pass had carried.
Litigation moved without a filing to announce it. The judgment of November 10, 2025 was entered by consent alongside a forbearance agreement; the creditor began domesticating it outside New York on February 5, 2026, and two proceedings were opened in the Western District of Pennsylvania on April 7, 2026, both still open. A separate action brought by the company against Endeavor Blockchain in Delaware on January 20, 2026 under Securities Exchange Act Section 13(a) also remains open. Neither appears in any company filing reviewed; both are carried at the Celsius final judgment (S2).
Backlog closed. Thirteen figures owed restoration are back in the body and no longer sit only inside a quotation: the FY2025 net loss $23.66M and the burn at 57% of capitalization into the going-concern condition; colocation revenue $26.1M and the July recovery of 7.5% into the Bitcoin condition; accrued interest $3.4M completing the Celsius arithmetic, and the ~$19M of settled liabilities into its upside; the IREN target above $4 billion into the anchor-tenant condition; the $35M to $56M illustration into first AI and HPC revenue; the 100/20/80 split into the Endeavor condition; and holdings of 3,652,288 and 1,657,067 with the 120% warrant premium into the dilution overlay.
Three are recorded as superseded rather than reinstated. $15M for the Series D was a rounded restatement of the $15.03M stated throughout, and reinstating it would put two figures for one raise into the document. $3M and 76.9% both belonged to the Q4 2025 mislabelling an earlier pass corrected: each was wrong when written.
Both falsification tests are now written, taking the count from 10 to 12. Each carries a threshold set here rather than taken from a filing, tagged accordingly: Bitcoin below $40,000 at a quarter end, and new borrowing above the 12% already paid on the Endeavor revolver.
The Rule 34 citation is narrowed but still open. The number matches the American Arbitration Association Commercial Rule R-34, that body's dispositive-motion rule, and does not match JAMS Rule 34, an optional appeal procedure. Without the arbitration agreement or a docket entry naming the administering body the authority is not asserted.
Full filing form review and macro refresh. No new company operating events since 20 July and no filings after that date; no late-filing notices; foreign private issuer forms not applicable as a domestic filer.
1. Dilution is far larger than previously shown, and is now company-disclosed. The Form S-3 filed 20 July registers 10,924,527 shares for resale, roughly 199% of the 5,486,730 outstanding, taking the total to about 16.4M or 299% of baseline and leaving existing holders near 33%. This supersedes the earlier analyst estimate. The Schedule 13D/A also discloses the Six Thirty AI group at 47.8% fully diluted, including 1,995,221 conversion shares at the 30 June VWAP. Both a 4.99% beneficial-ownership blocker and a 19.99% exchange cap apply: these are separate provisions, and the 14 November vote lifts the second. A $6.4M at-the-market program is now tracked as a further, floorless dilution channel.
2. New catalyst, a $4.9M JV loan to 10NetZero maturing October 13, 2026, previously missed. BGDE financed both sides of its 50/50 joint venture, taking total Texas cash committed to roughly $14.9M; non-payment transfers 10NetZero's 50% interest at 10% per month.
3. Q1 2026 balance-sheet detail added: $2.4M cash, negative $22.8M working capital, an $8.2M operating loss before legal gains, accumulated deficit corrected to $251.8M, and stockholders' equity of $4.3M, already beneath the $5M threshold that applies from the June quarter.
4. Macro reversed and the peer gap widened. The rate-path catalyst flipped direction: the Federal Open Market Committee held 9 to 3 on 29 July with three dissents favoring a hike, the most one-directional dissents since September 2016, and markets now expect an increase in September rather than a cut. Meanwhile TeraWulf signed a 20-year, roughly 401 MW Anthropic lease worth roughly $19B, Hut 8 a 15-year, 352 MW lease worth $9.8B, and IREN $2.8B in new cloud contracts, while sector research notes the market now rewards executed leases over pipeline. Bitcoin refreshed to roughly $63,000, down 28% year to date.
5. Market data updated to the Friday, July 31, 2026 close of $5.47, down 3.01%, roughly $30.2M market capitalization, about 8% below the 21 July close and near the low end of the $4.30 to $11.69 52-week range.
Structural revision, no new company events. Added a section for undated and beyond-window forces, and moved three catalysts into it: Bitcoin price, the Fed rate path and US crypto regulation. Each carried a timing badge of “Continuous” or “Ongoing” while sitting inside a dated 0–3 or 6–12 month bucket, and the confidence scale, which measures timing certainty, could not meaningfully rate them; they are now marked undated. Added the ~April 2028 Bitcoin halving, previously untracked, with the caveat that it matters far less to BGDE than to pure-play miners given self-mining is ~4.7% of revenue. Power prices and gas exposure was deliberately kept with the dated long-term items because energy management is ~30% of revenue today. Also removed a stray orphaned section comment left by an earlier restructure.
Catalyst #11 rewritten twice, severity raised. Per the Celsius Litigation Administrators' Q1 2026 Quarterly Report (Doc 8417, April 30, 2026), this is not a pending motion but a confirmed final judgment: awards of US$8.144M on the Note, January 23, 2025, US$641K in fees, February 2025, and a Guaranty award against Mawson, April 14, 2025, were consolidated into a final judgment entered November 10, 2025 by joint stipulation, which BGDE agreed to, and remain wholly unpaid. BGDE's counterclaims, being four administrative proofs of claim filed March 1, 2024, an asserted setoff, and the disputed US$15.33M deposit, are the only remaining offset and face a dismissal motion filed March 30, 2026. Added the Litigation Administrators' quarterly reports as an independent status source.
Earlier same-day revision noted: primary arbitration records show the Celsius matter is not merely a pending motion. Partial final awards were entered against subsidiary Luna Squares on January 23, 2025, US$8.144M plus US$3,167.11 per day interest from August 23, 2023, and February 28, 2025, US$641K in fees. Payment was due February 24, 2025; the Tribunal recorded non-payment, which triggered Mawson's Guaranty obligations, and a further award followed April 14, 2025. The bankruptcy stay was lifted in February 2025, and a April 30, 2026 filing by Celsius' counsel states amounts remain unpaid and are being pursued. Indicative exposure roughly $12M, compounding roughly $1.16M a year, an analyst calculation and not company-disclosed. The March 30, 2026 motion concerns BGDE's own remaining claims, not the awards.
Catalyst #10 status check: not resolved. The W Capital adversary proceeding remains pending; the most recent confirmation is the Q1 2026 10-Q of May 14, 2026, with no ruling or settlement reported since. Two details added: the involuntary petition was dismissed with prejudice and the Court expressly preserved BGDE's right to pursue remedies; and BGDE is simultaneously a defendant against W Capital in the Supreme Court of New South Wales, Australia, a roughly $0.2M interest claim plus a roughly $0.3M loan-deed guarantee claim, so the dispute is two-way rather than purely offensive as previously framed.
Verification pass against filings and company press releases. No new company events since 20 July; the 20 July 8-K exhibit confirms 146 MW online, 17 MW and roughly 111 MW grid capacity and up to 300 MW, the Northland mandate, and that the Company “is actively engaged in discussions with potential development partners and off takers.” Notably, that release lists “the Company's ability to continue as a going concern” first among its risk factors. Material correction to #12: the Series D purchaser is Six Thirty AI, controlled by Kilgore, Stanley and Smith, which acquired the preferred with borrowed funds; the preferred is pledged to YA II PN as collateral agent, the warrant was transferred to the lenders as a commitment fee, and lenders may exchange loan obligations for Series D or settle in converted common, materially weakening the “insiders are backing it” reading. Also added: 10% discount to $1,000 stated value, payment-in-kind dividend election, and Northland's dual role as paid placement agent on a 6% fee, alongside the Special Transactions Committee and Audit Committee approval. Dilution overlay and dependency chain updated for the lender layer.
Material corrections following review against the Q1 2026 Form 10-Q, filed May 14, 2026, and the FY2025 Form 10-K, filed March 31, 2026. (1) Quarter mislabelled: the most recent reported quarter is Q1 2026, revenue $4.8M, not Q4 2025; the August release covers Q2 2026. (2) A previously cited “−76.9% estimate miss” was a misread of the roughly 79% year-over-year decline in Q4 2025 preliminary revenue, $3.2M against $15.1M, and has been removed. (3) Revenue mix corrected: colocation ~65.6%, energy management ~29.7%, self-mining only ~4.7%; the Bitcoin catalyst is reframed from direct to indirect exposure. (4) Three catalysts added: going-concern and $17.1M quarterly cash burn, the Celsius and Ionic arbitration, and power prices, energy-management revenue and gas exposure. (5) Fixed the Nasdaq probation end date, two stale ~$42M market capitalizations, a stale monitor reference, a broken cross-reference, and overlapping section date windows.
On July 20, 2026 BGDE announced the Texas Hood County acquisition has closed via the 50/50 joint venture with 10NetZero. Per the 8-K, the joint venture acquired 30 of the 50 acres on July 15, 2026 from Century Oaks for roughly $10M cash, with an option on the remainder for a further $600K, through Texas Load House, LLC. Operational capacity now confirmed at 146 MW; full-buildout ceiling revised to “up to 300 MW”; company now “actively engaged with potential development partners and offtakers.” The Texas joint venture catalyst was upgraded from LOI-pending to closed. Source: Form 8-K and GlobeNewswire, July 20, 2026.
On July 6, 2026 BGDE announced (1) a 50/50 joint venture with 10NetZero plus a signed letter of intent to acquire a power-ready Hood County, Texas datacentre site, 17 MW live rising to up to 311 MW, lifting operational capacity to 146 MW; (2) a $15.03M insider-led Series D convertible preferred raise; and (3) engagement of Northland Capital Markets as AI and HPC financial advisor. Annual meeting date now committed to no later than November 14, 2026. Added the Texas joint venture and Northland advisor catalysts; updated the anchor-tenant, annual-meeting and financing entries. Source: Form 8-K and GlobeNewswire, July 6, 2026.
Catalyst #2, the Nasdaq hearing, resolved as of June 17, 2026: BGDE formally regained compliance. Catalyst #9 reframed from monitor expiry to an ongoing $5M quarterly equity compliance watch running Q2 2026 through Q1 2027. Source: Form 8-K filed June 17, 2026.
Initial catalyst calendar published covering 17 catalysts across three horizons, 0–3, 3–6 and 6–12 months, spanning earnings, regulatory and listing items, contracts, litigation, macro and Bitcoin, governance, insider activity and industry events. Built on public filings and press releases available as of June 15, 2026. Sources: filings; GlobeNewswire; StockTitan; CoinShares Q1 2026; and other cited public sources.