Big Digital Energy, Inc. (BGDE) Earnings

Management highlights

### Leadership, Rebranding & Alignment - In Q2 2026, the new leadership team acquired control of the former Lawson Infrastructure Group, rebranded the company to Big Digital Energy, reconstituted the board of directors, and began trading under ticker BGDE. - The executive team beneficially owns ~29% of outstanding common stock and continues to purchase additional open market shares, creating strong incentive alignment with all external shareholders. ### Governance & Legacy Issue Resolution - Regained compliance with NASDAQ Listing Rule 5550(b)(1): Stockholders' equity hit $12.4 million as of June 30 2026, meeting the first required quarterly test of the $5 million minimum threshold for the 12-month compliance period. - Terminated the existing poison pill 8 months ahead of schedule, to signal a commitment to transparency and shareholder trust. - Resolved a legacy legal dispute with CleanSpark via confidential settlement and formally closed the stalled legacy BE Global AI HPC project, eliminating remaining legal overhangs from prior management. ### Current Asset Operations - The company owns 129 MW of operational energized capacity, primarily located in the PJM market in Pennsylvania. - Deployed 75 MW of previously underutilized capacity via a colocation agreement with 630 AI, requiring no capital outlay or new debt for Big Digital; the company retains 100% of operating cash flows from this arrangement. Bitcoin mining is viewed as a temporary high-value use of idle capacity to generate cash while transitioning to AI/HPC infrastructure. - Completed a top-to-bottom operational review, cutting redundant costs, decommissioning unprofitable older equipment, and streamlining headcount to create a leaner, more cash-efficient organization. ### Portfolio Expansion & Strategic Progress - Acquired the Cleveland, Texas powered site to add strategically located capacity for future AI development. - Acquired the Hood County, Texas site via a 50-50 joint venture with 10NetZero: the site currently has 17 MW of operational energized capacity, with a path to 111 MW of utility power (subject to ERCOT approval) and potential expansion to 300 MW via behind-the-meter generation. - Announced a non-binding letter of intent (LOI) with Tensor IQ for 17 MW of capacity at the Hood County campus, with a planned initial deployment of 7,748 NVIDIA D300 GPUs targeted for Q2 2027. The LOI projects ~$546 million in aggregate 15-year lease revenue (or $1.07 billion over 25 years with extensions) to the joint venture, marking a key validation of the company's strategy. ### Capital Allocation Principles - Completed a $15 million Series D preferred stock financing, which was primarily funded by the new management team and affiliated investors. All related-party transactions were reviewed and approved in compliance with internal policies and SEC rules. - Retained Northland Capital Markets to evaluate site-level and asset-level financing alternatives to support growth, with a core principle of minimizing shareholder dilution while maximizing long-term per-share value. - The new leadership has strengthened the balance sheet, improved operating cash flow, and resolved most legacy balance sheet obligations inherited from prior management.

Guidance

- Management did not issue formal full-year or next-quarter financial revenue/earnings guidance, but laid out a clear 4-pillar strategic road map and milestones for investors to track progress over coming quarters: 1) expand the portfolio of powered AI-ready sites, 2) advance engineering, permitting and development to convert pipeline into revenue-generating assets, 3) establish strategic partnerships with AI/HPC offtakers, 4) finance growth in a disciplined, dilution-minimizing manner. The Tensor IQ LOI targets initial GPU availability in Q2 2027, subject to all required conditions being met. - Management reaffirmed an ongoing commitment to maintain NASDAQ compliance by meeting the $5 million minimum stockholders' equity requirement for each of the 12 consecutive quarters of the compliance period, and confirmed the first quarter requirement was satisfied as of Q2 2026.

Segment performance

Total Q2 2026 revenue was $6.2 million, a 28% increase from Q1 2026. 1. Colocation segment: Generated $3.5 million in revenue, consistent with Q1 2026, contributing 56.5% of total Q2 revenue. 2. Energy management segment: Generated $2.6 million in revenue, a 120% increase from Q1 2026, contributing 41.9% of total Q2 revenue. 3. Self-mining segment: An existing operating revenue stream that currently generates operating cash flow for the business, but no separate absolute revenue figure was provided in the call. AI infrastructure is not yet a material contributor to revenue.

Risks & headwinds

- The pending Tensor IQ LOI is non-binding, and there is no guarantee that definitive agreements will be signed, that all required financing, regulatory/ERCOT approvals, and engineering milestones will be completed, or that the projected revenue will be realized. - A going concern disclosure remains in the company's SEC filings per accounting requirements, and compliance with the 12-month NASDAQ stockholders' equity requirement is not guaranteed, even though management meets the current threshold and actively monitors the metric. - All forward-looking statements related to AI infrastructure development, capacity expansion, and future revenue generation are inherently uncertain, and actual results may differ materially from expectations based on financing constraints, permitting delays, regulatory changes, and power market dynamics. - The company pursues transactions with related parties (affiliates of management), which creates inherent governance risk that the company mitigates through independent review, but execution risk remains for any potential future acquisitions of affiliated assets.

Analyst Q&A

• Q: After $17 million in Q1 cash burn and a $2.5 million ending cash balance, how should investors view current liquidity and the going concern disclosure? /

  A: Most Q1 cash burn came from one-time legacy items that are not representative of current operations. The new management team has strengthened the balance sheet, raised Series D capital, restored NASDAQ compliance, and started generating cash from previously idle assets. While the going concern disclosure remains required by accounting rules, the company's operating trajectory, capital structure, and execution ability have improved substantially from the start of the year.

• Q: How can the company fund large AI development at its current market cap without significant shareholder dilution? /

  A: The company is evaluating non-dilutive project-level and asset-level financing structures, including strategic partnerships and customer-backed development models, which is why it retained Northland Capital Markets to advise on alternatives. Since management owns nearly 30% of the company, it experiences dilution alongside all other shareholders, so protecting per-share value is a core priority for all financing decisions.

• Q: Why should investors trust that related-party transactions (like the 630 AI deal and management-participated Series D) are fairly structured? /

  A: All related-party transactions are reviewed independently by the company's Independent Audit Committee, and interested directors recuse themselves from the approval process, fully complying with internal related-party transaction policies and SEC disclosure requirements. For the 630 AI deal specifically, Big Digital put in no capital, took on no debt, and retains 100% of operating cash flow, with the partner's return tied exclusively to equity value appreciation that benefits all shareholders.

• Q: What do the different Hood County capacity figures (17 MW / 111 MW / 300 MW) represent? /

  A: These are sequential development phases for the single overall project, not conflicting estimates. The site currently has 17 MW of operational energized capacity. The next phase expands utility service to 111 MW, subject to ERCOT validation. Longer-term, existing natural gas infrastructure allows expansion to 300 MW total via behind-the-meter generation, subject to permitting and commercial approval. All figures refer to the full joint venture project, in which Big Digital holds a 50% economic interest.

• Q: Are you moving completely away from Bitcoin mining to focus exclusively on AI? /

  A: No, Bitcoin mining acts as a bridge to the company's AI strategy. It is the highest current economic use of idle capacity, generates meaningful cash flow to fund AI development, and preserves flexibility to reallocate power to higher-value AI opportunities as those come online. The company's core policy is to allocate every megawatt to its highest available economic return at any given time.