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Big Digital Energy, Inc.

BGDE
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Business Summary

Mawson Infrastructure Group Inc. is a technology company focused on digital infrastructure platforms, headquartered in the United States. The Company designs, builds and operates next-generation digital infrastructure platforms for enterprise customers and for its own purposes, providing services spanning artificial intelligence, high-performance computing, digital assets including Bitcoin mining, and other intensive compute applications. The Company manages and operates digital infrastructure platforms and data centers delivering a total current capacity of approximately 129 megawatts with its current operational sites, with additional future capacity under development, all strategically located in locations served by the Pennsylvania-New Jersey-Maryland Interconnection Energy Market in the United States, which is amongst the largest wholesale power markets in North America. The Company currently only operates facilities in the United States and does not have operating sites in Australia.

The Company competes with other digital asset mining companies directly for the acquisition of new Miners and raising capital. Publicly listed companies operating comparable businesses include MARA Holdings, Inc., Core Scientific, Inc., Applied Digital Corporation, Cipher Mining Inc., Hut 8 Mining Corp., CleanSpark, Inc., Riot Platforms, Inc, Bitdeer Technologies Group, BitFuFu, Inc., Bitfarms Ltd, HIVE Digital Technologies Ltd., TeraWulf, Inc., and Ionic Digital Inc. The Company has a strategy to prioritize the usage of carbon-free energy sources, including nuclear energy, to power its digital infrastructure platforms.

The Company generates revenue through four main businesses: Digital Colocation, AI and HPC Colocation, Energy Management, and Digital Assets Mining. Under digital colocation, the Company offers customers the opportunity to colocate their specialized computers used in mining digital assets and other equipment within its facilities, generating revenue through colocation agreements where the customer typically keeps all digital assets such as Bitcoin mined while paying Mawson fees, or through profit-sharing agreements where the Company and customer split the mined digital asset and associated costs. The AI and HPC colocation business similarly offers colocation and profit-sharing agreements for specialized computers and GPUs used for computation and processing. The Energy Management business generates revenue when the Company participates in energy management programs related to the real-time needs of the power grid, utilizing proprietary financial models and analyses to optimize participation. The Digital Assets Mining business involves the use of Miners to solve algorithmic problems to update the decentralized ledger of Bitcoin transactions, with the Company routinely liquidating any mined Bitcoin through an exchange hosted by Crypto.com on a regular basis.

Digital Colocation revenue for the year ended December 31, 2025 was $26,076,936 , compared to $38,546,912 in 2024. The Company currently has one colocation services customer contract. The Company has two types of customer agreements: colocation agreements where the customer typically keeps all digital assets such as Bitcoin mined while paying Mawson fees, and profit-sharing agreements where the Company and customer split the mined digital asset and associated costs at mutually agreed proration. The main factors affecting digital colocation profitability include reliance on several large, single digital colocation services customers, ability to acquire competitively priced power, and ability to hire and retain talent.

Energy Management revenue for the year ended December 31, 2025 was $11,799,373 , compared to $7,576,553 in 2024. Digital Assets Mining revenue from self-mining of Bitcoin for the year ended December 31, 2025 was $1,877,776 , compared to $12,591,660 in 2024. Equipment sales for the year ended December 31, 2025 were $0 , compared to $550,000 in 2024. In October 2025, the Company launched a pilot GPU program on a major, leading decentralized AI network, with the objective to build a repeatable, scalable framework to expand its role as an AI cloud or infrastructure provider across its U.S. sites. The Company also opportunistically sells hardware that is surplus to its requirements, including Miners, transformers and/or modular data centers.

On October 16, 2025, the Company entered into an At the Market Offering Agreement with H.C. Wainwright & Co., LLC to sell shares of Common Stock having an aggregate sales price of up to $9.6 million , from time to time, through an at-the-market offering program. On December 11, 2025, the Company filed a prospectus supplement to increase the capacity of the ATM by $40 million . As of December 31, 2025, the Company has sold 2,468,729 shares of Common Stock under the Sales Agreement at an average price of approximately $6.12 per share, which has resulted in cash proceeds to the Company of $14.6 million , net of issuance costs. On November 19, 2025, the Company filed a Certificate of Amendment to effect a 1-for-20 reverse stock split, which became effective as of 5:00 p.m. Eastern time on November 20, 2025. On December 22, 2025, the Company received written notice from Nasdaq confirming that it had regained compliance with the MVLS Rule. On December 16, 2025, the Company was notified by Nasdaq that it regained compliance with the $1.00 bid price requirement for continued listing on The Nasdaq Capital Market. On February 1, 2026, the Board adopted a stockholder rights plan and declared a dividend of one right in respect of each of the Company's issued and outstanding shares of Common Stock, which will cause substantial dilution to any person or group acquiring 20% or more of the Company's outstanding Common Stock.

Total revenues for the year ended December 31, 2025 were $39,754,085 , compared to $59,265,125 in 2024, representing a decrease of $19.5 million or a 33% year-over-year revenue decrease. Gross profit was $17,343,251 in 2025 compared to $20,277,214 in 2024. Loss from operations was $19,293,091 in 2025 compared to $31,152,447 in 2024. Net loss was $23,656,569 in 2025 compared to $46,336,787 in 2024. Net loss per share, basic and diluted, was $20.11 in 2025 compared to $51.75 in 2024.

Business Outlook

The Company's strategy includes identifying and securing new development sites for future digital infrastructure facilities which meet its investment criteria, considering factors such as climate, community acceptance, secure tenure through long term leases or the ability to acquire sites, the existence of energy demand response programs, the ability to secure low cost, stable, low carbon or carbon-neutral sustainable power, labor and skills availability, local taxation regimes, and proximity to existing supply chains and operations. The Company expects to generate revenue from AI and HPC colocation customers for their use of colocation services and facilities, and in October 2025 launched a GPU pilot program on a major, leading decentralized AI network with the objective to build a repeatable, scalable framework to expand its role as an AI cloud or infrastructure provider across its U.S. sites. The Company continues to refine its listing strategy, expand certification coverage, and collect data in order to accelerate deployment speed and scale in subsequent GPU rollouts, though due to supply chain delays, the pilot program remains ongoing.

The Company is expanding its digital colocation capabilities to expand its customer base and increase the number of machines utilizing its digital colocation infrastructure services. The Company has power agreements in the PJM Energy Market that are expected to provide it the competitive pricing needed for its customers. The Company expects to continue to consider and evaluate potential strategic options and capital-raising transactions including, among other things, dispositions of certain businesses and assets and significant equity investments in us by third parties. The Company is taking steps to preserve cash by optimizing operations, reducing costs and pursuing efficiencies, and has been improving its revenue generation by enhancing its operations, driving growth in business lines, adding digital colocation services customers and diversifying its businesses.

Cost of revenues as a percentage of revenue declined by approximately 9.4% year over year in 2025, primarily driven by the introduction of a profit-sharing arrangement in 2025 which contributed incremental revenue while associated costs scaled proportionally lower than revenue growth. The Company expects to continue to focus on improving its cash flow through various activities, including expanded diversified, high-margin colocation operations and optimizing energy procurement strategies. The Company is taking steps to preserve cash by optimizing operations, reducing costs and pursuing efficiencies.

The Company's primary requirements for liquidity and capital are working capital, capital expenditures, public company costs and general corporate needs, including large power usage costs and other significant costs including legal, lease, operational and employee costs. The Company expects these capital and liquidity needs to continue as it further develops and grows its business. The Company's principal sources of liquidity have been and are expected to be its cash and cash equivalents and further issuances of shares. The Company will need to raise substantial additional capital to continue its operations, execute its business strategy and meet its debt service obligations.

As of December 31, 2025, the Company has sold 2,468,729 shares of Common Stock under the Sales Agreement at an average price of approximately $6.12 per share, which has resulted in cash proceeds to the Company of $14.6 million , net of issuance costs. The Company agreed to pay Wainwright a commission rate equal to 3.0% of the aggregate gross proceeds from each sale of Shares. The offering of Shares pursuant to the Sales Agreement will terminate on the earlier of the sale of Shares having an aggregate offering price of $40 million and the termination of the Sales Agreement. The Company has not paid any cash dividends on its Common Stock and does not anticipate paying any cash dividends on its Common Stock in the foreseeable future.

The Company's revenue is dependent on a number of external factors, including commercial terms, payments from customers, payments from partners, counterparty risks, and market conditions, including those related to digital assets, AI, HPC and other markets, which are outside the Company's direct control. The Company's equipment and infrastructure will require replacement over time as they come to the end of their useful lives to ensure that the Company can continue to operate competitively and efficiently. The Company has ongoing litigation related to the Marshall Loan, W Capital Loan, Celsius Promissory Note and Celsius Colocation Agreement. The Company has several notes in default which can subject collateral to seizure and otherwise impact its ability to use the collateral in its operations as well as affect its ability to raise capital.

The Company faces structural headwinds including the highly volatile price of Bitcoin, which directly affects its ability to generate revenue. The Company does not use derivatives to hedge Bitcoin prices. The Company's self-mining fleet has not been materially renewed for a number of years, meaning that a number of factors could render its self-mining fleet obsolete, including a significant increase in difficulty, halving events, or simply wear and tear on the machines. Replacing the mining fleet will require significant capital which the Company does not currently have. The Company also faces risks related to access to reliable electricity sources at reasonable prices, as its operations require significant amounts of electrical power, and if power prices increase this will likely materially impact whether it can generate Bitcoin profitably.

Risk Factors

The Company has a history of incurring losses and expects to continue to incur losses for the near future. As of December 31, 2025, the accumulated deficit was $252.5 million , cash and cash equivalents were $13.3 million , negative working capital was $31.3 million , and aggregate debt was $25.2 million , all of which is overdue for repayment unless refinanced, renegotiated, or resolved through disputes. The Company has several notes in default, including the Marshall Loan with an outstanding balance of $12.6 million as of December 31, 2025, the Celsius Promissory Note with an outstanding balance of $10.8 million , and the W Capital Loan with a balance of AUD $2.5 million (USD $1.7 million) . The Company's self-mining fleet has not been materially renewed for a number of years, and replacing it will require significant capital which the Company does not currently have. The Company receives a significant portion of its digital colocation revenues from a limited number of customers, and recently experienced the loss of one of its former most significant colocation customers due to its acquisition by a competitor. The Company is subject to a highly evolving regulatory landscape, and digital assets such as Bitcoin are likely to be more highly regulated, with potential for increased taxes, limits on mining or power usage, or new licensing regimes.

Management Priorities

Management's message emphasizes the Company's strategic shift toward digital colocation services and energy management, with a focus on improving cash flow through expanded diversified, high-margin colocation operations and optimizing energy procurement strategies. The Company is taking steps to preserve cash by optimizing operations, reducing costs and pursuing efficiencies, and has been improving its revenue generation by enhancing its operations, driving growth in business lines, adding digital colocation services customers and diversifying its businesses. Management is exploring and evaluating strategic options and capital-raising transactions including, among other things, dispositions of certain businesses and assets and significant equity investments in us by third parties. The Company expects to continue to consider and evaluate potential strategic options and capital-raising transactions, though there can be no assurance that the evaluation of strategic options will result in any particular outcome.

View Source Annual Report on SEC.gov ↗

References

  1. [1] Item 7, MD&A — Results of Operations
  2. [2] Item 7, MD&A — Results of Operations
  3. [3] Item 7, MD&A — Results of Operations
  4. [4] Item 7, MD&A — Results of Operations
  5. [5] Item 7, MD&A — Results of Operations
  6. [6] Item 7, MD&A — Results of Operations
  7. [7] Item 7, MD&A — Results of Operations
  8. [8] Item 7, MD&A — Results of Operations
  9. [9] Item 7, MD&A — Liquidity and Capital Resources
  10. [10] Item 7, MD&A — Liquidity and Capital Resources
  11. [11] Item 7, MD&A — Liquidity and Capital Resources
  12. [12] Item 7, MD&A — Liquidity and Capital Resources
  13. [13] Item 7, MD&A — Liquidity and Capital Resources
  14. [14] Item 7, MD&A — Results of Operations
  15. [15] Item 7, MD&A — Results of Operations
  16. [16] Item 7, MD&A — Results of Operations
  17. [17] Item 7, MD&A — Results of Operations
  18. [18] Item 7, MD&A — Results of Operations
  19. [19] Item 7, MD&A — Results of Operations
  20. [20] Item 7, MD&A — Results of Operations
  21. [21] Item 7, MD&A — Results of Operations
  22. [22] Item 8, Note 4 — Basic and Diluted Loss Per Share
  23. [23] Item 8, Note 4 — Basic and Diluted Loss Per Share
  24. [24] Item 7, MD&A — Liquidity and Capital Resources
  25. [25] Item 7, MD&A — Liquidity and Capital Resources
  26. [26] Item 7, MD&A — Liquidity and Capital Resources
  27. [27] Item 8, Note 12 — Stockholders' Equity (Deficit)
  28. [28] Item 8, Note 12 — Stockholders' Equity (Deficit)
  29. [29] Item 1A, Risk Factors — Risks Relating to Our Business and Management
  30. [30] Item 1A, Risk Factors — Risks Relating to Our Business and Management
  31. [31] Item 1A, Risk Factors — Risks Relating to Our Business and Management
  32. [32] Item 1A, Risk Factors — Risks Relating to Our Business and Management
  33. [33] Item 8, Note 9 — Loans
  34. [34] Item 8, Note 9 — Loans
  35. [35] Item 8, Note 9 — Loans
  36. [36] Item 7, MD&A — Results of Operations
  37. [37] Item 7, MD&A — Results of Operations
  38. [38] Item 7, MD&A — Results of Operations
  39. [39] Item 7, MD&A — Results of Operations
  40. [40] Item 8, Note 4 — Basic and Diluted Loss Per Share
  41. [41] Item 8, Note 4 — Basic and Diluted Loss Per Share
  42. [42] Item 7, MD&A — Results of Operations
  43. [43] Item 7, MD&A — Results of Operations
  44. [44] Item 7, MD&A — Results of Operations
  45. [45] Item 7, MD&A — Results of Operations
  46. [46] Item 7, MD&A — Non-GAAP Financial Measures
  47. [47] Item 7, MD&A — Non-GAAP Financial Measures
  48. [48] Item 8, Consolidated Balance Sheets
  49. [49] Item 8, Consolidated Balance Sheets
  50. [50] Item 8, Note 9 — Loans
  51. [51] Item 7, MD&A — Working Capital and Cash Flows
  52. [52] Item 7, MD&A — Working Capital and Cash Flows
  53. [53] Item 7, MD&A — Working Capital and Cash Flows
  54. [54] Item 8, Consolidated Balance Sheets
  55. [55] Item 8, Consolidated Balance Sheets
  56. [56] Item 7, MD&A — Non-operating income (expense)
  57. [57] Item 7, MD&A — Results of Operations
  58. [58] Item 7, MD&A — Results of Operations
  59. [59] Item 7, MD&A — Results of Operations
  60. [60] Item 7, MD&A — Results of Operations
  61. [61] Item 7, MD&A — Results of Operations
  62. [62] Item 7, MD&A — Results of Operations

Analysis on 6/22/2026