A landlord with roughly 129 energized megawatts, no anchor tenant, and a judgment it agreed to

01Snapshot

Key figures, each tagged by provenance. Balance-sheet items are as of June 30, 2026, the most recent reported quarter. Q2 2026 figures come from the August 12, 2026 earnings release and are UNAUDITED: the statements in that release are headed Unaudited and the Form 10-Q for the quarter had not been filed when these figures were struck on August 12; it was filed on August 14, 2026. They are used deliberately, as the best available record of the quarter, and every one of them may move when the filing lands.

02Business model

Big Digital Energy designs, builds and operates digital infrastructure for energy-intensive computing from a base in Midland, Pennsylvania. It supplies buildings, power and cooling to third parties and, on a small scale, runs machines of its own.

The company operates across four lines, and their relative size is the most misunderstood thing about it. Colocation and hosting is the core at roughly two thirds of revenue. Energy management, meaning grid services and demand response, is close to a third. Bitcoin self-mining is under 5%. AI and HPC infrastructure, the strategic pivot, generates nothing. Section 3 sets out the mix.

BGDE is best understood as a power and real-estate business rather than a mining business. The sector it trades in is not the sector it earns in.

It was formerly Mawson Infrastructure Group Inc., trading as MIGI, and changed name and ticker between April 24 and 30, 2026. The rename followed a change of control rather than the pivot alone. The board was reconstituted on April 6, 2026 under a cooperation agreement with the Endeavor group, and the name the company took is that of Big Digital Energy, LLC, a Texas entity owned by that group and, since April 27, 2026, its related-party colocation counterparty. Section 7 sets out the register.

A stated differentiator is carbon-free energy, including nuclear, and the Midland site is adjacent to the Beaver Valley Nuclear Power Station.

The most concrete step toward the pivot came in July 2026: a 50/50 joint venture with 10NetZero and the closing of a power-ready site of roughly 50 acres in Hood County, Texas, about 40 miles from Dallas Fort Worth. The site carries 17 MW operational today and a phased path to roughly 111 MW, subject to validation by the Electric Reliability Council of Texas, which is the conditionality that governs whether the grid figure is deliverable at all. Above that, behind-the-meter natural gas from two 12-inch and one 20-inch pipeline on site supports a stated ceiling of up to 311 MW, the figure the registration statement uses, or 300 MW in the 8-K and the release of the same day. Total operational capacity rose to 146 MW.

The 50/50 description carries a qualification. BGDE is sole Manager of the venture and lent 10NetZero $4.9M to fund its side, so total cash committed to Texas is roughly $14.9M rather than the $10M land price. The loan matures October 13, 2026; if unpaid, 10NetZero's interest transfers to BGDE at 10% per month. BGDE may end up owning the site outright, but it has financed both sides of the partnership from a cash balance of $2.4M at 31 March.

Sources: Form 8-K, July 20, 2026; company releases, 23 April and July 20, 2026.

03Revenue streams

FY2025 shares, with durability noted. The mix is the reason this is not a mining equity.

Source: Form 10-K FY2025 for the segment mix; Form 8-K, July 20, 2026.

04Industry & market backdrop

The listed mining sector is converting itself into datacentre capacity. As of early 2026 it had announced more than $70 billion of cumulative AI and HPC contracts, with TeraWulf, Core Scientific, Cipher and Hut 8 moving from pure mining toward operating for compute tenants.

What is driving it

The April 2024 halving cut block rewards and forced operators to find revenue beyond the subsidy. AI training and inference demand power and cooling at densities miners already built, and NVIDIA's Blackwell supply was sold out through mid-2026. Above all, power is the scarce input: pre-energised sites with grid interconnects are difficult to replicate, and utility-side transformer lead times remain the primary constraint on new projects.

The July 2026 repricing

The trade came under pressure late in July. Chip stocks shed more than $1 trillion of market value in a single week, led by NVIDIA's $238 billion decline. Among BGDE's comparables, IREN, TeraWulf and Applied Digital each fell more than 30% over the trailing month, and sector research calculated that miners under coverage fell an average of 32% from June highs through 24 July.

Two things should be separated. Demand did not weaken: the same period produced TeraWulf's Anthropic lease, Hut 8's Beacon Point deal and IREN's cloud contracts, with the tenant pool widening to include AI labs. What changed is how the market pays for it. Valuations compressed for pipeline and expanded for executed contracts. For a company whose entire position is pipeline, that rotation runs the wrong way.

Sources: CoinShares Bitcoin Mining Report Q1 2026; sector coverage, July 27 to 31, 2026.

05Competitive position

Named peers on comparable metrics. The distinguishing variable is not capacity but whether that capacity is contracted.

The gap widened materially in July 2026. While BGDE was closing on land, three peers signed contracts. TeraWulf's Anthropic lease alone carries expected contracted revenue of roughly $19 billion against BGDE's entire market capitalization of roughly $30 million.

Sector research put the shift plainly: the market now rewards executed investment-grade leases over pipeline promises. That is the distinction BGDE sits on the wrong side of. Owning a site with an up-to-300 MW ceiling is a real step beyond aspirational pipeline language, but every peer in the table has executed an anchor contract and BGDE has not.

06Financial performance

Multi-period, with the trend stated. The most recent quarter carries more information than the full year.

Source: Form 10-K FY2025; Form 10-Q Q1 2026; earnings release of August 12, 2026 for both Q2 columns. FY2025 loss narrowed 48.7% against the prior year. The Q1 2026 Adjusted EBITDA is an Estimate: the six-month figure of ($11.03M) less the Q2 figure of ($4.42M).

The most recent quarter

BGDE is a calendar-year filer. Q2 2026 results were released on August 12, 2026 and the Form 10-Q, filed August 14, 2026, had not been filed when these figures were struck, so the figures below come from the release and are unaudited, as that release states of its own statements. Revenue of $6.15M produced an operating loss of $6.30M and a net loss of $7.38M. The release headlines a 27.7% quarter-on-quarter revenue gain and does not state the year-on-year direction: against Q2 2025 revenue of $9.53M, revenue fell 35.5%. Both are true and they answer different questions. The sequential figure measures the restart of dormant capacity; the annual figure measures what the business used to earn.

The mix moved more than the total. Energy management revenue of $2.61M was down from $5.13M a year earlier, digital assets mining fell to $33,469 from $742,173, and colocation was roughly flat at $3.51M against $3.66M. Gross profit of $1.61M compares with $3.93M. Selling, general and administrative expense of $6.03M was slightly above the year-earlier $5.93M and remains larger than gross profit by a factor of nearly four.

Over the six months, revenue of $10.97M compares with $23.35M, and the reported net loss of $6.77M is flattered by a $10.16M gain on legal settlements. Operations consumed $20.46M of cash in the half, against $2.59M a year earlier. Going concern remains listed among the risk factors in the August 12 release, and the Form 10-Q of August 14, 2026 restated the formal substantial-doubt disclosure. Management concluded that the conditions raise substantial doubt about the ability to continue as a going concern for at least one year from issuance, naming negative working capital of $13.7M and an accumulated deficit of $259.2M alongside the six-month loss and the cash use. The filed figures match the release to the dollar, so the risk that unaudited release figures would differ from the statements did not materialise.

The balance sheet improved materially, and the Series D is why. Cash stood at $16.29M at June 30 against $2.4M at March 31, working capital deficit narrowed to $13.71M from $22.8M, and stockholders' equity turned to $12.44M from $4.3M. The accumulated deficit widened to $259.22M. Total debt rose to $30.05M from $25.18M at December 31.

The improvement is financing, not trading. The $15.03M Series D closed on 30 June. Cash rose $13.89M over the quarter, from $2.4M at March 31, and $3.02M over the half, from $13.27M at December 31; operations consumed $20.46M across those same six months. Estimate Both cash movements are stated because they answer different questions and differ by more than fourfold: the quarterly figure measures what the Series D did, the half-year figure measures what the year has done. At the half's burn rate the June 30 balance funds under ten months, and the instrument that supplied it converts from August 30, 2026.

Listing condition

Nasdaq issued a delist determination on April 17, 2026 for stockholders' equity below the $2.5M minimum. On June 17, 2026 it confirmed BGDE had regained compliance. The determination carried a condition: at least $5M of stockholders' equity in each quarter for twelve months from the quarter ended June 30, 2026 through Q1 2027.

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, and this report previously carried the $4.3M March figure as evidence that the company was already beneath the bar. The Series D, which closed on 30 June, is what cleared it. Three test quarters remain, to Q1 2027, and the headroom is $7.44M against a half-year operating cash burn of $20.46M, so the condition is met today and is not structurally secure.

Sources: earnings release, August 12, 2026; Form 10-Q, May 14, 2026; Form 10-K, March 31, 2026; Form 8-K, June 17, 2026.

07Capital structure & dilution

Shares, preferreds, at-the-market capacity, shelf, warrants, the related-party revolver and the register of reportable holders. The registered resale figure governs the dilution; the register governs who decides.

The Series D

BGDE issued 16,700 Series D convertible preferred shares to Six Thirty AI, an entity controlled by the Executive Chairman, Chief Executive and Chief Operating Officer, for $15.03M. The shares carry a $1,000 stated value and were sold at $900, a 10% discount, giving $16.7M of face value. They convert from August 30, 2026 at 95% of the lowest five-day VWAP subject to a $1.80 floor. The 5% dividend may be paid in additional preferred, compounding the count, and steps to 18% on a triggering event.

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, sought by November 14, 2026.

Three further terms in the certificate of designations govern the pace and the ceiling, and none of them had been recorded here. The certificate authorises up to 100,000 shares against the 16,700 issued, so the instrument has room for roughly six times the stated value sold without a new authorisation. Conversions are throttled by a monthly limitation: the aggregate stated value converted in a calendar month may not exceed the greater of 10% of that month’s aggregate dollar trading volume or $2,000,000. On July’s traded volume that is the $2,000,000 leg by a wide margin, which paces the $16.7M of face value over roughly eight months rather than allowing it at once. The throttle does not survive stress: it lifts entirely during a Triggering Event, the same condition that steps the dividend from 5% to 18%, so the constraint is weakest exactly when the price is weakest. Against that, the company may redeem at 105% of the aggregate conversion price on 12 to 60 trading days’ notice, which is the only exit from the instrument and requires cash it does not currently hold. Negative covenants also bar cash dividends, repurchases, new indebtedness and liens outside permitted baskets, and any variable rate transaction, which forecloses a second convertible while this one is outstanding.

Who actually holds the exposure

The structure matters more than the insider-funded headline. Six Thirty AI purchased with borrowed funds. The preferred is pledged to YA II PN as collateral agent, and the five-year warrant for 926,748 shares at $10.81, being 120% of the pre-close price, was transferred to the lenders as a commitment fee rather than retained by the purchaser (Form 8-K, July 6, 2026). Filed The instrument names YA II PN, LTD. as the holder, not merely as collateral agent on the preferred, and it sets out an exercise structure this report did not carry. Cash exercise runs from the day after issuance with no lock-up; the warrant expires June 30, 2031 at 11:59 p.m. Eastern. Cashless exercise is staged and conditional: it commences 60 days after issuance for warrant shares up to 19.99% of outstanding as of closing and 180 days for the balance, and only if the warrant shares are not subject to an effective registration statement or an event of default has occurred. Filed Exhibit 4.1 to the Form 8-K of July 6, 2026, section 2(a). Sixty days from June 30 is August 29, 2026, which is the date the Form S-3 is due to be declared effective. The two are a switch rather than a coincidence: effective on time and the cashless route stays shut, slipped and it opens that week. The lenders may also exchange loan obligations for Series D or settle in converted common. The whole warrant sits in the first cashless tranche, and that figure is derived rather than stated. The instrument gives a formula, not a number; the only 19.99% figure in it is an exchange cap of 1,129,185 shares, anchored to a different date, the shares outstanding immediately before the purchase agreement was executed, which implies 5,648,749 outstanding. The warrant is 926,748 shares, below that cap, so no balance remains for the 180-day tranche. Estimate What makes that safe is the margin, not the assumption that the two dates coincide: a balance tranche would exist only if shares outstanding at closing were under 4,636,058, against 5,521,252 reported at May 7 and 5,664,339 at August 7. That exchange cap is shared, not the warrant's own headroom: it aggregates this warrant, the preferred conversion shares and “the Other Warrants”, so absent the stockholder vote the warrant competes for the same 1,129,185 against a preferred that converts into millions. “The Other Warrants” is undefined and was searched for. It appears only inside the exchange cap clause and in the form of the same warrant attached to the purchase agreement; no other warrant instrument appears in any Big Digital Energy 8-K exhibit of 2026, and the only other Exhibit 4 of that year is an amendment to the rights agreement, which does not use the word. Not established rather than absent, and recorded so it is not re-chased. Part of the economic exposure, and potentially the conversion behavior, therefore sits with third-party financiers rather than with management.

Northland Securities acted as exclusive placement agent on a 6% cash fee and is separately the company's AI and HPC financial advisor. A Special Transactions Committee of disinterested directors and the Audit Committee reviewed and approved the transaction.

The register

Every reportable position on this register is filed under Exchange Act Section 13(d), and none under Section 13(g). That distinction carries the finding: a 13(g) filer certifies it holds without any purpose of changing or influencing control, and no holder of this issuer has made that certification since February 16, 2021. There is no passive institutional block on the register at all.

The Endeavor group. Endeavor Blockchain, LLC, Joshua Kilgore, Cody Smith, PM Squared, LLC, Phillip Stanley and Six Thirty AI, LLC report as a group. As of June 30, 2026 they hold 3,652,288 shares, being 47.8% of 7,643,972 on a fully diluted basis including the 1,995,221 shares issuable on conversion of the Series D at the 30 June volume-weighted average price of $8.81. Excluding conversion shares they hold 1,657,067 common, or 30.0% of outstanding, unchanged since June 12, 2026, bought for an aggregate $8.70M of the group's own cash: $8,143,818 by Endeavor Blockchain, $425,467 by Cody Smith, $89,950 by PM Squared and $43,741 by Joshua Kilgore. The 30.0% is computed on the 5,521,252 shares the Q1 2026 Form 10-Q reports outstanding at May 7, 2026, a later count than the 5,486,730 at 31 March, and both are now superseded by the 5,664,339 at August 7, 2026 that this report uses for market capitalization. Filed Schedule 13D Amendment No. 11, July 10, 2026, for the holdings and percentages; Amendment No. 9, June 15, 2026, for the aggregate purchase prices.

The former Chief Executive's position has never been closed out. Rahul Mewawalla reports 4,763,064 shares, or 24.1%, as of May 22, 2025. No amendment has been filed since, so the most recent statement on the register from that holder predates the 1-for-20 reverse split of November 2025, the change of control and his departure. On the reported figures alone the holding would be about 238,153 shares post-split, near 4.3% of the shares now outstanding, which is beneath the threshold at which an amendment is required. No filing states that, and the register does not show whether the position is held, sold or diluted away. Filed Schedule 13D/A, May 27, 2025. Estimate for the post-split conversion, being 4,763,064 divided by 20.

How the control position was taken

Thirteen filings across seven months describe a campaign rather than a disclosure, and the escalation is legible in the stated purpose.

Source: the Schedule 13D and its eleven amendments, December 22, 2025 to July 10, 2026, under central index key 0001218683. Filed

The rights agreement was a defense against this holder, and the file had recorded only its removal. On February 1, 2026 the board declared a rights dividend, and the rights agreement dated February 2, 2026 imposed dilution on any person acquiring beneficial ownership of 20% or more. It also provided that a holder already above 20% when the agreement was announced became an Acquiring Person on buying any additional share. The Endeavor group held 45.4% at that date, so the effect was to freeze it at its existing stake. The board that accelerated the expiry to June 8, 2026 was the board the group had seated two months earlier. Filed Form 8-K and Form 8-A12B, February 2, 2026; Schedule 13D Amendment No. 9, June 15, 2026.

Other channels

The company drew $6.4M through an at-the-market equity program during Q1 2026, a continuous channel that issues directly into the market with no floor, and retains a $40M secured related-party revolver at 12% with Endeavor Blockchain.

The company sued that counterparty, and the action was settled in substance in April 2026. On January 20, 2026 Mawson Infrastructure Group filed against Endeavor Blockchain, LLC in the United States District Court for the District of Delaware, case 1:26-cv-00057. An amended complaint followed on January 29, 2026. It alleges violations of Exchange Act Section 13(d) in the group’s Schedule 13D 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 seeks to enjoin the group from trading and from continuing with the tender offer or other change of control. The cooperation agreement of April 4, 2026 then bound the company and each Endeavor party not to initiate or pursue proceedings against the other and released existing claims, running to April 4, 2029. The case number remained undisposed on the federal docket index searched August 2, 2026, which records the docket rather than the settlement.

Sources: Form 8-K, July 6, 2026; Form S-3, July 20, 2026; Form 10-Q, May 14, 2026; Forms 8-K of 2 February and April 6, 2026; the Schedule 13D of December 22, 2025 and its eleven amendments to July 10, 2026; Schedule 13D/A of May 27, 2025.

08Valuation

Multiples shown with their basis and pricing date. No target price is derived.

A third-party per-watt benchmark

Morgan Stanley has framed the sector as potentially trading toward $15 of enterprise value per watt, against current sector valuations of roughly $2 to $4 per watt. That is the published view of the firm named, reported here as market data and not adopted as this document's own. Market

Applied to the roughly 129 MW the company reported energized on August 12, 2026, the $2 to $4 range implies roughly $258M to $516M of enterprise value against a market capitalization near $37M. Estimate This document previously ran the same arithmetic on 146 MW, for $292M to $584M; the input moved and the output moved with it. The gap is the heart of the bull case and carries three qualifications. Those per-watt marks attach to companies with executed leases, and BGDE has none, in a market that now discriminates sharply between contracted and uncontracted capacity. The base itself is a choice. Under the reconciliation above, 129 MW excludes Hood County and 146 MW includes it, so the same per-watt range gives $258M to $516M on the first and $292M to $584M on the second. Estimate The site is 17 MW on either basis; what differs is whether a venture the company half owns counts inside the platform figure. Ownership is a separate axis from capacity and is not netted into it here: BGDE is a 50% beneficiary of Hood County's economics, and the site is still a 17 MW site. Splitting the megawatts would describe a facility that does not exist and would confuse the size of what is managed with who receives the return. And enterprise value is not equity value: an unpaid judgment on the order of $12M, $30.05M of debt at June 30, 2026 and a dilutive convertible all sit between the two. A per-watt figure that ignores the liability stack overstates what reaches shareholders.

Third-party coverage, and the search that establishes it

Searched on August 3, 2026 under both the current ticker and the former one, because the issuer changed name and symbol on April 23 and 30, 2026 and a data service keyed to the new symbol carries no history before it. Market

No rating or price target attributable to a named firm was found. Two services were reached. One shows analyst ratings and price targets as unavailable. The other reports no target at all, and states that the stock has been the subject of one research report in the preceding ninety days, with a consensus of one hold and one sell. Neither names a firm or an analyst, and a rating is market data only when it is attributed and dated, so none of it is carried here.

The services contradict each other under the former symbol, which is the clearest evidence that none of it is reliable enough to report. One gives three analysts at a consensus of Sell; a second gives eight analysts of whom 75% recommend Buy; a third gives one analyst at Hold. Their figures are quoted against a share price of $0.80, which is a pre-rename price and not the $6.57 close this document is struck at. A page that is wrong about the price is not made reliable by being about a rating instead.

One figure presented as a price target is not one. A target of $1.50 is described by the service that publishes it as the output of its own models rather than as research published by a firm. An algorithmic estimate is not analyst coverage and is not reported as though it were.

What could not be reached. The Nasdaq analyst research page for the former symbol reset the connection when it was requested on August 3, 2026. That is a recorded gap rather than a completed check, and it is named in what was not checked.

The absence itself is the finding. Sell-side scrutiny is an imperfect counterweight but a real one, and on a company whose public record is thin and whose describing parties have incentives, its absence places more weight on primary filings and more risk on secondary summaries. This document issues no rating and derives no target of its own.

09Growth drivers

Near term

The colocation agreement dated April 27, 2026 fills roughly 75 MW with roughly 25,000 mining computers on a profit share. Management stated the transaction is expected to fill capacity, drive near-term revenue growth and increase cash flows. A $40M secured facility at 12% is available alongside it.

Medium term

The Texas venture with 10NetZero, whose Hood County site closed in July 2026, gives BGDE a controlled, power-ready development asset at 17 MW live with an up-to-300 MW ceiling, moving the pivot from concept to owned property. Northland was engaged to evaluate AI and HPC uses, site-level financing and partnerships. Converting the roughly 129 MW energized base and the Texas ceiling into hosting revenue is the strategic goal; the decisive step remains an anchor tenant, and management reports discussions with nothing signed.

Structural

Demand for compute continues to outrun supply, and pre-energised, high-density capacity is difficult to replicate. The carbon-free positioning, including the nuclear adjacency at Midland, aligns with enterprise procurement requirements, subject to the disclosure gap noted in section 2.

Sources: company releases, 27 April, 6 July and July 20, 2026; Form 8-K, July 2026; CoinShares Q1 2026.

10Risks

Severity-ranked, most severe first. The litigation position is set out at length because, against a $37M capitalization, it is the largest quantifiable claim on the company.

Sources: Celsius Litigation Administrators' Quarterly Report, Doc 8417, April 30, 2026; Partial Final Award, April 14, 2025; Forms 10-K FY2025, 10-Q Q1 2026 and 8-K of 17 June, 6 July and July 20, 2026.

11Bull / base / bear

Each case with its preconditions: what must be true, not what might be.

12Research summary

What the company is. Not a Bitcoin miner. FY2025 revenue was 65.6% colocation, 29.7% energy management and 4.7% self-mining. BGDE is a landlord and power operator. The reframing matters: Bitcoin reaches it through hosting customers' ability to pay rather than directly, and energy-management revenue can rise when power prices spike, a partial hedge a pure-play miner lacks.

What has improved. The April delisting determination was resolved in June 2026. The Texas venture closed in July, taking capacity to 146 MW with an up-to-300 MW roadmap and moving the pivot from concept to owned asset. Northland was engaged, and directors bought stock. The rights plan was also terminated, though that reads differently once its history is known: it was adopted on February 2, 2026 to freeze a holder then at 45.4%, and removed four months later by the board that holder had installed.

Who owns it. The company changed hands in April 2026. The Endeavor group crossed 5% in November 2025, accumulated to 48% of the common by the end of January, solicited consents in March to remove the entire board, and in April took the board and all three executive offices under a cooperation agreement. It now holds 47.8% on a fully diluted basis and is simultaneously the lender, the anchor colocation customer, the Series D holder and the management. No holder of this issuer has filed a passive ownership report since February 2021, so there is no institutional block on the register to weigh against it.

What sits against it. Three things, and they compound. A confirmed final judgment on the order of $12M, entered by BGDE's own stipulation in November 2025 and wholly unpaid. A going-concern disclosure that survived into the August 12, 2026 release, though quarterly operating burn fell from $17.1M in Q1 to roughly $3.36M in Q2. Estimate And a Series D that funds the pivot but converts at a discount to a falling price and is pledged to lenders who may control conversion. Each feeds the $5M quarterly equity test, so a weak quarter propagates.

The unresolved question. The counterclaims against Celsius are the only offset and the company has never quantified them. Gross exposure is calculable; net is not. That single gap is the most consequential thing an investor cannot resolve from public filings.

The scarcity thesis remains real: pre-energised megawatts are difficult to replicate, and BGDE now owns a controlled site. But the July evidence cuts against the timing. In the month BGDE closed on land, TeraWulf signed a 20-year Anthropic lease carrying roughly $19 billion of expected contracted revenue, Hut 8 signed $9.8 billion at Beacon Point, and IREN added $2.8 billion in cloud contracts. BGDE still has no signed tenant, and the sector's own repricing is the point: the market now rewards executed leases over pipeline promises. Two further conditions moved against the company, with the rate path inverting and the registered dilution reaching roughly 193% of shares outstanding on the August 7, 2026 count.

What would falsify this read

Failure signposts arrive earlier than success signposts and are easier to miss, because they appear as procedural filings rather than headlines. Several can be checked without waiting for the company: the Celsius Litigation Administrators file quarterly reports stating whether payment has been made, court dockets show enforcement activity, listing notices appear on Form 8-K, and the share count appears on the cover of each 10-Q.

13Null categories

Requested categories with nothing to report, stated explicitly rather than omitted.

14Methodology & sources

Pricing basis is the August 12, 2026 close. Provenance tags mark where each material figure came from: Filed for a filing or company release, Market for price and market data with its close date, Estimate for a figure derived here, and Open for something expected but unconfirmed. Where the analysis leaves the filed record and begins inferring, it says so in an assumption block.

Provenance tags

Source quality, bias and conflicts

Provenance matters unusually much here, because the public record is thin and the parties describing it have different incentives.

There is no coverage this document can attribute. The search is set out in section 08: two services were reached on August 3, 2026 and neither names a covering firm, one reports no price target at all, and the counts they publish under the former symbol contradict one another. No consensus estimate, no published model, and no independent analyst testing management's framing could be attributed to anyone. Sell-side scrutiny is an imperfect counterweight but a real one, and its absence places more weight on primary filings and more risk on secondary summaries.

The advisor is also a paid placement agent. Northland is presented as the AI and HPC financial advisor while having acted as exclusive placement agent on the insider-linked Series D for a 6% fee. That is ordinary in small-cap finance and not improper, but the engagement is not an independent validation of the asset base and should not be read as one.

The two sides describe the same litigation differently. The Q1 2026 Form 10-Q foregrounds a pending motion concerning the company's own claims. The opposing side's court filings describe an unpaid confirmed judgment under continued collection. Both can be accurate, and a reader relying only on the company's framing would not understand the position.

Secondary aggregators have been wrong on this name. At least one reported the Series D as an open-market purchase of common stock valued at $16.7M. The primary filing does not support that: it was 16,700 preferred shares bought by Six Thirty AI with borrowed funds. Where this document and a secondary summary disagree, the filing or court document governs.

Company releases are promotional by nature and emphasize capacity, potential and pipeline. Figures such as the up-to-300 MW ceiling, the $140M to $225M per 100 MW range and the illustrative stabilised operating income originate in management materials and are projections rather than contracted economics. Court filings by opposing parties are adversarial and emphasize failings. This document weighs both against primary documents.

What was not checked

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. Exhibit lists were opened rather than form types counted, which is how the deferred financial statements and the then-withheld joint venture agreements on the 20 July filing were found, and how the capacity discrepancy was traced to the registration statement. 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, which is carried below, and a Form 4 of August 18, 2026 recording open-market purchases by members of the control group, which is recorded here and not yet read. The joint venture agreements are no longer withheld: the Texas Load House operating agreement and the two 10NetZero agreements of July 14, 2026 were filed as exhibits 10.6, 10.7 and 10.8 to that 10-Q, and have not been read here either. The NT series was searched rather than assumed: six Form NT 10-Q notifications exist, the most recent dated August 14, 2024, and they are set out in the log entry of August 2, 2026 below.

The beneficial ownership families were previously matched on the wrong form label, and the failure was silent. This report described its sweep as covering Schedule 13D and 13G 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 rather than its opening characters 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 for this revision and the register in section 7 is rebuilt on them. The failure was invisible from inside the result: a search that reaches the index and returns a clean, plausible answer reads exactly like a search that found nothing to report.

The Schedule 13G families were reached and are genuinely empty. Thirteen filings exist under the older label, all between November 27, 2017 and February 16, 2021 and all relating to a predecessor business. None has been filed since, and none exists under the newer label. That is a checked absence rather than an unexamined one, and it is what the null table records.

Federal court dockets were searched on August 2, 2026. That established the arbitration’s administering body and surfaced two matters this report did not carry: the Pennsylvania enforcement proceedings opened April 7, 2026, and the company’s own Delaware action against Endeavor Blockchain. State-court dockets were not searched and would not appear in the federal index used. Grid data was not pulled: the 111 MW figure is stated as subject to validation by the Electric Reliability Council of Texas, and no interconnection queue position was retrieved from that operator, so the Texas capacity path rests on company disclosure alone.

One null-table category rests on no checked source and is recorded as not established rather than as a null: index inclusion, where no index provider methodology or membership list was examined. Analyst coverage, third-party ratings and third-party price targets were searched on August 3, 2026 and now read None against the services named in section 08. One source in that search could not be reached: the Nasdaq analyst research page for the former symbol reset the connection when it was requested, and that is a gap rather than a completed check.

Beyond filings: the bankruptcy docket was not re-read for activity after April 30, 2026; grid validation status for the Texas site was not independently confirmed; power procurement at Midland, Sharon and Bellefonte remains undisclosed and unexamined; and no enterprise value is stated, because cash, debt and capitalization are not reconciled to a single date anywhere in the record used here. An unexamined area is a gap, not a clean bill.

Three documents behind the register were identified but not opened, and what rests on each is stated so the gap can be closed rather than rediscovered. The amended complaint of January 29, 2026 is described only as the Schedule 13D/A of February 10, 2026 describes it, which is the basis for the statutory provisions named in section 7. The cooperation agreement of April 4, 2026 is likewise 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 the company's and the group's own summaries rather than on the agreement itself, which is on file as an exhibit to that Form 8-K. The consent solicitation statement of March 16, 2026 was not read; only the press release attached to the ownership filing was. None of the three changes a figure in this document, and each governs a characterisation in it.

Known limitations carried forward

One limitation is carried forward in their place. The financial statements of the acquired business and the pro forma financial information for the Hood County transaction have not been filed. The Form 8-K of July 20, 2026 states that, to the extent required, both will follow by amendment within 71 calendar days after July 20, 2026, which falls on September 29, 2026. The joint venture agreements themselves were withheld from that filing, the company stating it intended to file them as exhibits to its next Form 10-Q, and it did: they are exhibits 10.6, 10.7 and 10.8 to the Form 10-Q of August 14, 2026. They have not been read here, so the terms of the venture still rest on the company’s summary in this document, and no audited figure for the acquired site exists in the record until the financial statements arrive by amendment.

Sources

Form 10-K FY2025, filed March 31, 2026. Form 10-Q Q1 2026, filed May 14, 2026, including the legal proceedings note. Forms 8-K of 2 February, 6 April, 23 April, 27 April, 9 June, 17 June, 6 July and July 20, 2026, and the Form 8-A12B of February 2, 2026. Form S-3 filed July 20, 2026. The Schedule 13D filed December 22, 2025 and its eleven amendments to July 10, 2026, together with the Schedule 13D/A filed May 27, 2025 by the former Chief Executive, and the press release announcing the consent solicitation, filed March 16, 2026 as an exhibit to that chain. All under central index key 0001218683. Company releases through GlobeNewswire on the corresponding dates and the May 2026 investor presentation. Court records: 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. Market and sector data: price and capitalization at the August 12, 2026 close; Federal Open Market Committee decision, July 29, 2026; CoinShares Bitcoin Mining Report Q1 2026; Morgan Stanley sector per-watt commentary; sector coverage of July 2026 peer transactions.

15Document log

Newest first. The original build entry is never removed or rewritten.