{"filing":{"accession_number":"0001213900-26-066829","cik":"0001218683","ticker":"BGDE","company_name":"Big Digital Energy, Inc.","form":"8-K","filing_date":"2026-06-09","report_date":null,"primary_document":"ea0294099-8k_big.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1218683/000121390026066829/ea0294099-8k_big.htm"},"events":[{"id":5963,"run_id":5232,"accession_number":"0001213900-26-066829","anchor_item_number":"1.01","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.68,"summary":"Big Digital Energy amended and terminated its Rights Agreement (poison pill) effective June 8, 2026, with the Board determining that an active Rights Agreement is no longer needed. This material corporate governance action, disclosed via press release and charter amendment, signals a strategic shift in the Company's takeover defenses and capital structure posture.","company_name":"Big Digital Energy, Inc.","ticker":"BGDE","filing_date":"2026-06-09","form":"8-K","submitted_at":null,"items":[{"id":5593,"accession_number":"0001213900-26-066829","item_number":"1.01","item_title":"Entry into a Material Definitive","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.65,"reasoning":"The Company amended its Rights Agreement to accelerate expiration to June 8, 2026, causing all previously distributed Rights to expire. While this is a material corporate governance action affecting shareholder rights and protections, it does not fit cleanly into the M\u0026A, executive, compensation, or other specific event categories. The Board's determination that \"an active Rights Agreement is no longer needed\" signals a strategic shift in capital structure or control defense, making it material to investors but best classified as other_material.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-09T20:37:18.420530+00:00","company_name":"","ticker":null,"filing_date":""},{"id":5594,"accession_number":"0001213900-26-066829","item_number":"3.03","item_title":"Material Modifications to Rights","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.45,"reasoning":"Item 3.03 discloses material modifications to security holder rights by incorporating Item 1.01 by reference. Without access to Item 1.01's content, the specific nature of the modification cannot be determined. Item 1.01 typically covers business combinations or material agreements, but the actual event type depends on what modification is described there. Classified as other_material due to insufficient information to assign a more specific category with confidence.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-09T20:37:18.420530+00:00","company_name":"","ticker":null,"filing_date":""},{"id":5595,"accession_number":"0001213900-26-066829","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change","event_type":"other_material","event_domain":"catchall","is_material":false,"confidence":0.75,"reasoning":"This Item 5.03 discloses a Certificate of Amendment to the Certificate of Incorporation filed in connection with the termination of a Rights Agreement. While the amendment itself is a formal corporate action, the disclosure is primarily administrative—amending the charter to remove provisions related to a terminated shareholder rights plan. The materiality depends on the underlying Rights Agreement termination (referenced in Item 1.01), which could signal a change in takeover defenses or capital structure, but the Item 5.03 text itself contains only routine procedural information about the filing and exhibit reference.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-09T20:37:18.420530+00:00","company_name":"","ticker":null,"filing_date":""},{"id":5596,"accession_number":"0001213900-26-066829","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.65,"reasoning":"The filing discloses adoption of an Amendment and termination of a Rights Agreement (a \"poison pill\" anti-takeover provision), announced via press release on June 9, 2026. While this is a material corporate governance event affecting shareholder rights and takeover defenses, it does not fit neatly into the specific event categories (not M\u0026A activity, not an executive change, not a restatement or going-concern issue). The termination of a Rights Agreement is a significant structural change that would affect a reasonable investor's assessment of the company's governance posture and vulnerability to acquisition, warranting classification as other_material.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-09T20:37:18.420530+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":5964,"run_id":5232,"accession_number":"0001213900-26-066829","anchor_item_number":"8.01","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.72,"summary":"The Company's previously announced AI/HPC colocation services agreement with BE Global Development Limited (executed August 9, 2024) has failed to advance to deployment, with key objectives unmet and no revenue received or expected, rendering the project inactive. This material business development failure affects investor assessment of the Company's growth prospects and pipeline.","company_name":"Big Digital Energy, Inc.","ticker":"BGDE","filing_date":"2026-06-09","form":"8-K","submitted_at":null,"items":[{"id":5597,"accession_number":"0001213900-26-066829","item_number":"8.01","item_title":"Other Events.","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.72,"reasoning":"The filing discloses that a previously announced AI/HPC colocation services agreement with BE Global Development Limited (executed August 9, 2024) has failed to advance to deployment, with key objectives unmet, anticipated third-party support not materializing, and the project now considered inactive with no revenue received or expected. While this represents a material business development failure that would affect investor assessment of the Company's growth prospects and pipeline, it does not fit neatly into the more specific event categories (not M\u0026A, not a covenant breach, not litigation). The cautionary note also references going-concern uncertainty, but the primary disclosure centers on project termination rather than going-concern doubt itself.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-09T20:37:18.420530+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":5593,"accession_number":"0001213900-26-066829","item_number":"1.01","item_title":"Entry into a Material Definitive","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.65,"reasoning":"The Company amended its Rights Agreement to accelerate expiration to June 8, 2026, causing all previously distributed Rights to expire. While this is a material corporate governance action affecting shareholder rights and protections, it does not fit cleanly into the M\u0026A, executive, compensation, or other specific event categories. The Board's determination that \"an active Rights Agreement is no longer needed\" signals a strategic shift in capital structure or control defense, making it material to investors but best classified as other_material.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-09T20:37:18.420530+00:00","company_name":"Big Digital Energy, Inc.","ticker":"BGDE","filing_date":"2026-06-09"},{"id":5594,"accession_number":"0001213900-26-066829","item_number":"3.03","item_title":"Material Modifications to Rights","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.45,"reasoning":"Item 3.03 discloses material modifications to security holder rights by incorporating Item 1.01 by reference. Without access to Item 1.01's content, the specific nature of the modification cannot be determined. Item 1.01 typically covers business combinations or material agreements, but the actual event type depends on what modification is described there. Classified as other_material due to insufficient information to assign a more specific category with confidence.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-09T20:37:18.420530+00:00","company_name":"Big Digital Energy, Inc.","ticker":"BGDE","filing_date":"2026-06-09"},{"id":5595,"accession_number":"0001213900-26-066829","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change","event_type":"other_material","event_domain":"catchall","is_material":false,"confidence":0.75,"reasoning":"This Item 5.03 discloses a Certificate of Amendment to the Certificate of Incorporation filed in connection with the termination of a Rights Agreement. While the amendment itself is a formal corporate action, the disclosure is primarily administrative—amending the charter to remove provisions related to a terminated shareholder rights plan. The materiality depends on the underlying Rights Agreement termination (referenced in Item 1.01), which could signal a change in takeover defenses or capital structure, but the Item 5.03 text itself contains only routine procedural information about the filing and exhibit reference.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-09T20:37:18.420530+00:00","company_name":"Big Digital Energy, Inc.","ticker":"BGDE","filing_date":"2026-06-09"},{"id":5596,"accession_number":"0001213900-26-066829","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.65,"reasoning":"The filing discloses adoption of an Amendment and termination of a Rights Agreement (a \"poison pill\" anti-takeover provision), announced via press release on June 9, 2026. While this is a material corporate governance event affecting shareholder rights and takeover defenses, it does not fit neatly into the specific event categories (not M\u0026A activity, not an executive change, not a restatement or going-concern issue). The termination of a Rights Agreement is a significant structural change that would affect a reasonable investor's assessment of the company's governance posture and vulnerability to acquisition, warranting classification as other_material.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-09T20:37:18.420530+00:00","company_name":"Big Digital Energy, Inc.","ticker":"BGDE","filing_date":"2026-06-09"},{"id":5597,"accession_number":"0001213900-26-066829","item_number":"8.01","item_title":"Other Events.","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.72,"reasoning":"The filing discloses that a previously announced AI/HPC colocation services agreement with BE Global Development Limited (executed August 9, 2024) has failed to advance to deployment, with key objectives unmet, anticipated third-party support not materializing, and the project now considered inactive with no revenue received or expected. While this represents a material business development failure that would affect investor assessment of the Company's growth prospects and pipeline, it does not fit neatly into the more specific event categories (not M\u0026A, not a covenant breach, not litigation). The cautionary note also references going-concern uncertainty, but the primary disclosure centers on project termination rather than going-concern doubt itself.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-09T20:37:18.420530+00:00","company_name":"Big Digital Energy, Inc.","ticker":"BGDE","filing_date":"2026-06-09"}]}