Big Digital Energy (BGDE) Registration filing summary

Company overview and business model

• Designs, builds, and operates digital infrastructure platforms for enterprise customers and internal use, focusing on AI, high-performance computing, and digital assets, including Bitcoin mining.

• Operates a vertically integrated infrastructure model with both self-mining and colocation services, prioritizing scalability and efficiency.

• Pursues a strategy to use carbon-free energy sources, including nuclear, for environmentally sustainable operations.

• Manages data centers with approximately 146 MW of capacity, with additional expansion planned, and recently acquired a 50-acre site in Texas for further growth.

• Entered a joint venture to develop a datacenter campus in Texas, targeting up to 311 MW of total buildout.

Financial performance and metrics

• As of March 31, 2026, net tangible book value was $4.3 million, or $0.79 per share, with 5,486,730 shares outstanding.

• Pro forma net tangible book value after the offering would be $28.4 million, or $1.73 per share, assuming full conversion and exercise.

• Immediate dilution to new investors is estimated at $0.56 per share at an assumed offering price of $2.29.

• Outstanding revolving line of credit of $2.5 million as of June 30, 2026, with a $40 million facility at 12% interest.

Use of proceeds and capital allocation

• Will not receive proceeds from the resale of shares by selling stockholders.

• Will receive cash only if the Warrant is exercised for cash, intended for general corporate purposes.