Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
|
Big Digital Energy, Inc. (Name of Issuer) |
Common Stock, $0.001 par value (Title of Class of Securities) |
57778N307 (CUSIP Number) |
Joshua Kilgore 5701 Euper Lane, Ste A, Fort Smith, AR, 72903 479-420-8957 Cam C. Hoang Dorsey & Whitney LLP, 50 S. Sixth Street, Suite 1500 Minneapolis, MN, 55402 (612) 492-6109 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/11/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 57778N307 |
| 1 |
Name of reporting person
Endeavor Blockchain, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ARKANSAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,550,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
28.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 57778N307 |
| 1 |
Name of reporting person
Joshua Kilgore | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,558,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
28.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 57778N307 |
| 1 |
Name of reporting person
Cody Smith | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
85,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 57778N307 |
| 1 |
Name of reporting person
PM Squared, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
14,067.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13D
|
| CUSIP No. | 57778N307 |
| 1 |
Name of reporting person
Phillip Stanley | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
14,067.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.001 par value | |
| (b) | Name of Issuer:
Big Digital Energy, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
950 RAILROAD AVE, MIDLAND,
PENNSYLVANIA
, 15059. | |
Item 1 Comment:
The following constitutes Amendment No. 9 to the Schedule 13D filed by the undersigned ("Amendment No. 9"). This Amendment No. 9 amends the Schedule 13D as specifically set forth herein. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings given to them in the Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | This statement is filed by: (i) Endeavor Blockchain, LLC, an Arkansas limited liability company ("Endeavor Blockchain"), with respect to the Shares directly and beneficially owned by it; (ii) Joshua Kilgore ("Mr. Kilgore") as the Managing Member of Endeavor Blockchain and with respect to the Shares beneficially owned by him; (iii) Cody Smith ("Mr. Smith") with respect to the Shares beneficially owned by him; (iv) PM Squared, LLC (DBA PM Squared Financial), a Texas limited liability company ("PM Squared"), with respect to the Shares directly and beneficially owned by it; and (v) Phillip Stanley ("Mr. Stanley"), as Managing Member of PM Squared and with respect to the Shares beneficially owned by him. Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." Each of the Reporting Persons is party to that certain Group as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D. | |
| (b) | The principal business address for Endeavor Blockchain and Mr. Kilgore is 5701 Euper Lane, Suite A, Fort Smith, Arkansas 72903. The principal business address for PM Squared and Mr. Stanley is 3117 Marquita Dr. Fort Worth Texas 76116. The principal business address for Mr. Smith is 5473 Blair Rd. STE 100 Dallas TX 75231. | |
| (c) | The principal business of Endeavor Blockchain is to invest in businesses that own and operate Digital Asset mining infrastructure, and AI/High Performance compute assets. The principal business of PM Squared is building, owning, and operating Digital asset mining, AI, and HPC assets. The principal business of Mr. Kilgore is serving as the managing member of Endeavor Blockchain. The principal business of Mr. Smith is serving as a Partner and co-founder of SixThirty.AI LLC (formerly known as Big Digital Energy LLC). The principal business of Mr. Stanley is serving as the managing member of PM Squared. | |
| (d) |
No Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | No Reporting Persons has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | Endeavor Blockchain is organized under the laws of the State of Arkansas. PM Squared is organized under the laws of the State of Texas. Messrs. Kilgore, Smith and Stanley are citizens of the United States of America. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 is hereby amended and restated to read as follows: The common shares (the "Shares") of Big Digital Energy, Inc. (the "Issuer") purchased by each of Endeavor Blockchain, LLC and PM Squared, LLC were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. The Shares of the Issuer purchased by each of Joshua Kilgore and Cody Smith were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. The aggregate purchase price of the 1,550,000 Shares beneficially owned by Endeavor Blockchain, LLC is approximately $8,143,818.01, excluding brokerage commissions. The aggregate purchase price of the 8,000 Shares beneficially owned by Joshua Kilgore is approximately $43,741.34, excluding brokerage commissions. The aggregate purchase price of the 85,000 Shares beneficially owned by Cody Smith is approximately $425,467.38, excluding brokerage commissions. The aggregate purchase price of the 14,067 Shares beneficially owned by PM Squared, LLC is approximately $89,949.69, excluding brokerage commissions. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended to add the following: Termination of Rights Agreement On June 5, 2026, the Issuer and Computershare Trust Company, N.A., as rights agent (the "Rights Agent"), executed Amendment No. 1 (the "Amendment") to the Rights Agreement, dated as of February 2, 2026, by and between the Issuer and the Rights Agent (as amended, the "Rights Agreement"). The Amendment accelerates the expiration date of the Rights Agreement to the earlier of June 8, 2026, and the Redemption Date (as defined in the Rights Agreement). At the time of the termination of the Rights Agreement, all of the Rights that were previously distributed to holders of the Issuer's issued and outstanding common stock pursuant to the Rights Agreement will expire. In deciding to accelerate the expiration date to June 8, 2026, the Issuer's Board of Directors determined that an active Rights Agreement is no longer needed to protect stockholder value at this time. Joint Mining Agreement On April 27, 2026, the Issuer entered into a Joint Mining Agreement with Big Digital Energy, LLC ("BDE"), (the "Colocation Agreement"). Through the Colocation Agreement, Management desires to bring real revenue into the Issuer in the short term while pursuing its goal to move its operations away from Bitcoin mining towards selectively monetizing excess capacity where economically prudent and aligned with shareholder value creation. The Issuer's core strategy is to optimize the utilization of each megawatt by deploying it toward the highest-value applications, with current priority given to future expansion into AI and high-performance computing ("HPC") data center developments. BDE is deemed an affiliate of the Issuer because it is owned and/or controlled by the Reporting Persons. Entities affiliated with the Reporting Persons hold 60%, 20%, and 20% ownership interests, respectively, in BDE. Under the terms of the Colocation Agreement, BDE will purchase and deliver approximately 25,000 s19xp mining computers, and the Issuer will provide BDE with approximately 75MW of computing capacity at its facility in Midland, PA. The Parties will operate under a 50%/50% profit-sharing structure, pursuant to which the Issuer will receive all cash net proceeds from the mining operations. The cash revenue will be used for general corporate purposes and asset purchases to ensure the Issuer's use of all available power across its facility locations. As its share of the profit-sharing structure, BDE will receive monthly grants consisting of a combination of (i) shares of the Issuer's common stock, where the number of shares will equal 20% of its share of the monthly cash net proceeds divided by 30-day volume weighted average price of the Issuer's common stock ("VWAP") on the grant date, and (ii) pre-funded warrants to purchase the Issuer's common stock, where the number of underlying shares will equal 80% of its share of the monthly cash net proceeds divided by $20. The pre-funded warrants allowed BDE to purchase the Issuer's common stock at an exercise price of $20 per share and have a five-year term. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) is hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by each person named herein is based on 5,521,252 Shares outstanding as of May 7, 2026, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 14, 2026. See rows (11) and (13) of the cover pages to this Amendment No. 9 for the aggregate number of Shares and percentage of the Shares beneficially owned by each of the Reporting Persons. The filing of this Amendment No. 9 shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not own directly or through a wholly-owned entity. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not own directly or through a wholly-owned entity. The Reporting Persons own an aggregate of 1,657,067 Shares, representing 30.0% of the Shares outstanding, as of June 12, 2026. | |
| (b) | See rows (7) through (10) of the cover pages to this Amendment No. 9 to Schedule 13D for the number of Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and the sole or shared power to dispose or to direct the disposition. | |
| (c) | Item 5(c) is hereby amended and restated to read as follows: On June 11, 2026, Endeavor Blockchain, LLC purchased 24,224 Shares at an average weighted price of $6.99 per share in multiple transactions at prices ranging from $6.73 to $7.45 per share, inclusive. On June 12, 2026, Endeavor Blockchain, LLC purchased 25,776 Shares at an average weighted price of $7.33 per share in multiple transactions at prices ranging from $7.00 to $7.70 per share, inclusive. On June 11, 2026, PM Squared, LLC, purchased 9,662 Shares at an average weighted price of $7.19 in multiple transactions at $7.19 per share. On June 12, 2026, PM Squared, LLC purchased eight shares at a price of $7.62 per share. On June 11, 2026, Cody Smith purchased 10,000 Shares at a price of $7.05 per share. | |
| (d) | Not applicable | |
| (e) | Not applicable | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 is hereby amended to add the following: On April 27, 2026, the Reporting Persons and the Issuer entered into the Joint Mining Agreement as defined and described in Item 4 above. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 is hereby amended to add the following exhibits: 99.1 - Joint Mining Agreement, dated April 27, 2026 | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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