SUBSEQUENT EVENTS |
3 Months Ended |
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Mar. 31, 2026 | |
| Subsequent Events [Abstract] | |
| SUBSEQUENT EVENTS | Note 6 – Subsequent Events
The Company evaluated all events that occurred after the balance sheet date through the date the financial statements were issued to determine if they must be reported. The management determined there are no reportable events, other than the following.
On April 23, 2026, SFO IDF LLC, a company owned and controlled by a trust established for the benefit of certain family members of Sean Fontenot, a director of our company, the trustees of which are independent and not affiliated with Mr. Fontenot (“SFO IDF”), entered into a letter agreement for a loan to the Company in the amount of $15,000,000, agreed to refinance the outstanding notes payable – related party (see Note 2 – Notes Payable – Related Party) held by SFO IDF in the aggregate principal amount of $1,000,000 that bore interest at the rate of 10% per annum and were to mature on June 30, 2026 by cancelling such notes in their entirety, in exchange for a promissory note in the principal amount of $16,000,000 that bears interest at the rate of 8% per annum that matures on December 31, 2028 and a seven-year warrant to purchase up to 6,000,000 shares of the Company’s common stock with an exercise price of $0.50 per share. As of the issuance of these unaudited condensed consolidated financial statements, the Company paid out approximately $3,850,000 to the Fuel Supplier (see Note 1 – Organization and Accounting Policies).
Also as part of the letter agreement, the Company agreed to pay to SFO IDF within five (5) business days of the Company’s receipt thereof, all amounts received by the Company or any of its affiliates from the future sale or lease of any phase 1 construction-ready building sites or parcels to data center off-takers (a company that will purchase one or all of the available parcels for the purpose of constructing a data center) in Phase 1 of a proposed data center campus. As of the date of these financial statements, the Company has not secured land to be used for a proposed data center campus.
In April 2026, the Company entered into a natural gas supply agreement (the “Supply Agreement”) with a top tier natural gas marketing company (“Fuel Supplier”) (see Note 1 – Organization and Accounting Policies).
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