{"url_path":"/sec/bgde/8-k/2026-07-20/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-20","source_url":"https://www.sec.gov/Archives/edgar/data/1218683/0001213900-26-079426-index.html","accession_number":"0001213900-26-079426","cik":"0001218683","ticker":"BGDE","issuer_name":"Big Digital Energy, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1218683/0001213900-26-079426-index.html","primary_entity_key":"0001218683","primary_entity_name":"Big Digital Energy, Inc."},"word_count":673,"has_tables":true,"body_markdown":"** **\n\n**Item 1.01 Entry into a Material Definitive\nAgreement**\n\n** **\n\nOn July 14, 2026 and July 15, 2026, Big Digital\nEnergy, Inc. (“Big Digital” or the “Company”), entered into and closed on a series of definitive agreements with\n10NetZero, Inc. (“10NZ”) as joint venture partners, including (i) the Operating Agreement of Texas Load House, LLC (the “Operating\nAgreement”), (ii) a Loan and Security Agreement between the joint venture partners (the “Loan and Security Agreement”),\nand (iii) a Side Agreement regarding the Interim Management of Texas Load House, LLC (the “Side Agreement,” and collectively\nwith the other definitive agreements, the “Joint Venture Agreements”), to establish a joint venture for the acquisition, ownership,\nand development of certain real property located in Hood County, Texas (the “Hood County Site”). Subject to the terms of the\nJoint Venture Agreements, the Company initially owns a 50% membership interest in the joint venture and 10NZ initially owns the remaining\n50% membership interest.\n\n \n\nOn July 15, 2026, the joint venture acquired 30 acres of the\nHood County Site from Century Oaks Independence Farms, LLC (“Century Oaks”), for an aggregate purchase price of approximately\n$10 million in cash, with an option to purchase the remainder of the site for an additional $600,000. As previously disclosed, the Hood County Site consists of a 50-acre site containing over 30,000 square feet of existing\nstructures which the joint venture intends to repurpose for datacenter use as well as an administrative office which will be utilized\nas the Command Center. The Hood County Site carries 17 MW of operational power and will be expandable up to 111 MW of grid power, subject\nto validation by the Electric Reliability Council of Texas (“ERCOT”). On-site are two 12-inch and one 20-inch natural-gas\npipelines providing the option to add behind-the-meter generation, supporting a total buildout of up to 300 MW. Century Oaks does not\nhave any material relationship (other than the Hood County Site acquisition) with the Company or any of its affiliates, or any director\nor officer of the Company, or any associate of any such director or officer.\n\n \n\nIn connection with the acquisition of the Hood\nCounty Site, the Company also entered into the Loan and Security Agreement with 10NZ pursuant to which the Company agreed to provide $4.9\nmillion of financing to 10NZ to fund a portion of 10NZ’s capital contribution required for the acquisition of the Hood County Site\n(the “JV Loan”). The JV Loan bears interest at the short term applicable federal rate in effect on the date the loan is funded,\ncomputed on an actual/360-day basis, with accrued interest payable in full at maturity together with principal, matures on October 13,\n2026, and is otherwise subject to customary terms and conditions.\n\n \n\nUnder the terms of the Operating Agreement, 10NZ’s\n50% ownership interest in the Joint Venture is transferable to the Company at a rate of 10% ownership interest per month, pro rated daily,\nfor each month past the maturity date that 10NZ fails to repay the entire JV Loan, so that 10NZ’s entire ownership interest shall\nhave transferred in full to the Company if the JV loan is not paid in full within five months of the maturity date.\n\n \n\nExcept for the limited protective approval rights\nexpressly set forth in the Operating Agreement, according to the Side Agreement Regarding Interim Management, the business, affairs, activities,\npolicies and operations of the joint venture shall be managed exclusively by or under the direction of the Company, as the sole Manager\nof Texas Load House, LLC, until such time as 10NZ shall have paid the JV Loan in full, at which time 10NZ will assume the role of sole\nManager of Texas Load House, LLC. Certain significant actions require the approval of both the Company and 10NZ as members.\n\n \n\nThe following descriptions of the Joint Venture\nAgreements do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements. The Company\nintends to file the Joint Venture Agreements as exhibits to its next Quarterly Report on Form 10-Q."}