{"filing":{"accession_number":"0001213900-26-075248","cik":"0001218683","ticker":"BGDE","company_name":"Big Digital Energy, Inc.","form":"8-K","filing_date":"2026-07-06","report_date":null,"primary_document":"ea0296900-8k_bigdigital.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1218683/000121390026075248/ea0296900-8k_bigdigital.htm"},"events":[{"id":16149,"run_id":14410,"accession_number":"0001213900-26-075248","anchor_item_number":"3.02","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"summary":"Big Digital Energy entered into a 50/50 joint venture with 10NetZero and signed a letter of intent to acquire a 50% interest in a power-ready industrial site in Hood County, Texas for AI datacenter development, with planned capital deployment of approximately $3.56 billion across three development tracks. This material acquisition of real property and infrastructure assets represents a substantial strategic transaction that will significantly expand the company's operational capacity and asset base.","company_name":"Big Digital Energy, Inc.","ticker":"BGDE","filing_date":"2026-07-06","form":"8-K","submitted_at":null,"items":[{"id":14156,"accession_number":"0001213900-26-075248","item_number":"1.01","item_title":"Entry into a Material Definitive","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Big Digital Energy issued 16,700 shares of Series D Convertible Preferred Stock at $900/share for $15.03 million in gross proceeds, plus warrants to purchase 926,748 common shares. This is a private placement of convertible securities with significant dilution potential—the preferred stock converts to common at 95% of a five-day VWAP (floor $1.80), and the warrant exercise price is $10.81. The filing explicitly notes the transaction was conducted under Section 4(a)(2) exemption (unregistered), the purchaser is controlled by three company insiders (CEO, COO, Chairman), and the company must seek stockholder approval to permit conversions/warrant exercises beyond Nasdaq limits. This is a classic dilutive equity raise by a small-cap issuer raising cash through convertible instruments.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-06T12:43:54.681170+00:00","company_name":"","ticker":null,"filing_date":""},{"id":14157,"accession_number":"0001213900-26-075248","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"Big Digital Energy announced entry into a 50/50 joint venture with 10NetZero and a signed letter of intent to acquire a 50% interest in a power-ready industrial site in Hood County, Texas for AI datacenter development. This constitutes a material acquisition activity under Item 3.02 context, though the Item 3.02 caption references unregistered equity sales. The press release and investor materials describe a significant strategic transaction involving site acquisition, partnership formation, and planned capital deployment of ~$3.56B across three development tracks, which is material to investors' assessment of the company's growth strategy and capital allocation.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-06T12:43:54.681170+00:00","company_name":"","ticker":null,"filing_date":""},{"id":14159,"accession_number":"0001213900-26-075248","item_number":"5.03","item_title":"Amendments to Articles of Incorporation","event_type":"operational_other","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"Item 5.03 discloses an amendment to articles of incorporation or bylaws related to Series D Preferred Stock (incorporated by reference from Item 1.01), but the substantive disclosure in the press release and exhibits centers on a 50/50 joint venture with 10NetZero to acquire and develop a 311 MW AI datacenter site in Hood County, Texas. This is a material strategic partnership and acquisition activity that would significantly expand the company's operational capacity and revenue potential, making it a major operational/strategic event rather than a routine governance amendment.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-06T12:43:54.681170+00:00","company_name":"","ticker":null,"filing_date":""},{"id":14160,"accession_number":"0001213900-26-075248","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"operational_other","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"Big Digital Energy announced entry into a 50/50 joint venture with 10NetZero to acquire and develop a power-ready industrial site in Hood County, Texas into a large-scale AI datacenter campus. This is a material strategic partnership and development initiative involving a signed letter of intent to acquire a significant asset with planned deployment of 300+ MW of capacity and ~$485M in stabilized NOI. While this could be characterized as M\u0026A activity, the disclosure centers on the operational and strategic nature of the joint venture partnership and datacenter development project rather than a completed acquisition or change of control, making operational_other the most precise classification.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-06T12:43:54.681170+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":14156,"accession_number":"0001213900-26-075248","item_number":"1.01","item_title":"Entry into a Material Definitive","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Big Digital Energy issued 16,700 shares of Series D Convertible Preferred Stock at $900/share for $15.03 million in gross proceeds, plus warrants to purchase 926,748 common shares. This is a private placement of convertible securities with significant dilution potential—the preferred stock converts to common at 95% of a five-day VWAP (floor $1.80), and the warrant exercise price is $10.81. The filing explicitly notes the transaction was conducted under Section 4(a)(2) exemption (unregistered), the purchaser is controlled by three company insiders (CEO, COO, Chairman), and the company must seek stockholder approval to permit conversions/warrant exercises beyond Nasdaq limits. This is a classic dilutive equity raise by a small-cap issuer raising cash through convertible instruments.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-06T12:43:54.681170+00:00","company_name":"Big Digital Energy, Inc.","ticker":"BGDE","filing_date":"2026-07-06"},{"id":14157,"accession_number":"0001213900-26-075248","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"Big Digital Energy announced entry into a 50/50 joint venture with 10NetZero and a signed letter of intent to acquire a 50% interest in a power-ready industrial site in Hood County, Texas for AI datacenter development. This constitutes a material acquisition activity under Item 3.02 context, though the Item 3.02 caption references unregistered equity sales. The press release and investor materials describe a significant strategic transaction involving site acquisition, partnership formation, and planned capital deployment of ~$3.56B across three development tracks, which is material to investors' assessment of the company's growth strategy and capital allocation.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-06T12:43:54.681170+00:00","company_name":"Big Digital Energy, Inc.","ticker":"BGDE","filing_date":"2026-07-06"},{"id":14159,"accession_number":"0001213900-26-075248","item_number":"5.03","item_title":"Amendments to Articles of Incorporation","event_type":"operational_other","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"Item 5.03 discloses an amendment to articles of incorporation or bylaws related to Series D Preferred Stock (incorporated by reference from Item 1.01), but the substantive disclosure in the press release and exhibits centers on a 50/50 joint venture with 10NetZero to acquire and develop a 311 MW AI datacenter site in Hood County, Texas. This is a material strategic partnership and acquisition activity that would significantly expand the company's operational capacity and revenue potential, making it a major operational/strategic event rather than a routine governance amendment.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-06T12:43:54.681170+00:00","company_name":"Big Digital Energy, Inc.","ticker":"BGDE","filing_date":"2026-07-06"},{"id":14160,"accession_number":"0001213900-26-075248","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"operational_other","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"Big Digital Energy announced entry into a 50/50 joint venture with 10NetZero to acquire and develop a power-ready industrial site in Hood County, Texas into a large-scale AI datacenter campus. This is a material strategic partnership and development initiative involving a signed letter of intent to acquire a significant asset with planned deployment of 300+ MW of capacity and ~$485M in stabilized NOI. While this could be characterized as M\u0026A activity, the disclosure centers on the operational and strategic nature of the joint venture partnership and datacenter development project rather than a completed acquisition or change of control, making operational_other the most precise classification.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-06T12:43:54.681170+00:00","company_name":"Big Digital Energy, Inc.","ticker":"BGDE","filing_date":"2026-07-06"}]}