Opening the filing
8-K
Completion of Acquisition or Disposition of Assets.
Pursuant to the Merger Agreement and on the terms and conditions set forth therein, Merger Sub merged with and into Host DI, with Host DI surviving the Merger as a wholly owned subsidiary of the Parent. In connection with the Merger, all of the Host DI Units outstanding immediately prior to the Effective Time, were converted into the right to receive shares of Parent Common Stock or Pre-Funded Warrants.
At the Effective Time, Parent issued 25,085,454 shares of Parent Stock (the “Stock Merger Consideration”) and Pre-Funded Warrants to purchase an aggregate of 19,888,093 shares of Parent Common Stock (the “PFW Merger Consideration,” and together with the Stock Merger Consideration, the “Merger Consideration”), to the previous holders of the Host DI Units.
Immediately following the Effective Time, the legacy Host DI members owned approximately 96.4% of Parent’s issued and outstanding Common Stock. A copy of the form of Pre-Funded Warrant is filed as Exhibit 10.5 hereto and incorporated herein by reference.
The Merger Consideration was issued pursuant to a private placement exempt from registration under the Securities Act pursuant to Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. We intend to register the Stock Merger Consideration and the shares of Common Stock underlying the Pre-Funded Warrants on a registration statement on Form S-3, covering the resale and issuance, as applicable, of such Parent Common Stock. For more information, reference the “ Registration Rights Agreement ” section in
Item 1.01 to this Current Report on Form 8-K.
Effective September 18, 2026, the Parent Common Stock will begin trading on the NYSE American under the new ticker symbol “HOST”, represented by the existing CUSIP number 42227T303.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by the full text of such agreement, a copy of which is filed hereto as Exhibit 2.1 and is incorporated herein by reference.
Item 2.02
Exhibit 99.1
EX-99.1 ex99-1.htm EX-99.1 Exhibit 99.1
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF HOST DIGITAL INFRASTRUCTURE LLC The following discussion should be read together with Host Digital Infrastructure LLC’s (the ”Company”, ”we”, ”our” and ”us”) financial statements and the related notes included elsewhere in this Current Report on Form 8-K. This discussion contains forward-looking statements that involve risks, uncertainties and assumptions, including those described under ”Risk Factors” and elsewhere in this Current Report on Form 8-K. Actual results may differ materially. Except as required by law, the Company undertakes no obligation to update any forward-looking statements.
Overview The Company is a development-stage entity with no material revenue from operations. The Company was organized to develop, own and operate large-scale data center campuses in the United States serving high-performance computing and artificial intelligence workloads. The Company has no significant operating history. The Company’s continuing operations did not generate revenue during the periods presented.
The Company’s initial project is expected to be the development of an approximately 45+ megawatt data center campus in Northeast Oklahoma (the ”Project Facility”), comprising 45+ megawatts of contracted power capacity, related electrical equipment, and an 80,000+ square foot building under an exercised acquisition option. In the event that the Company does not complete the acquisition of the Project Facility, the Company may instead pursue the lease or acquisition of one or more other facilities with similar power output and other characteristics to the Project Facility.
In February 2026, we acquired T-20 Mining LLC (”T-20”), a Delaware limited liability company that held an Electric Service Agreement (”ESA”) with the applicable utility provider for the Project Facility’s location. The ESA provides us with a contractual right to a specified level of electrical power capacity at the Project Facility, a critical infrastructure asset for the Project Facility to be used as a data center by the tenant as discussed below. The acquisition of T-20 was undertaken specifically to secure power access at the Project Facility and is directly related to our intended use of the Project Facility.
On August 7, 2026, we entered into a 15-year lease with one of the world’s largest privately held cloud infrastructure companies, pursuant to which we will provide 43 MW of critical IT load capacity at the Project Facility (the ”Lease”). The Lease is structured on a take-or-pay basis, which is expected to be backstopped by an investment-grade technology company, with aggregate base-term contracted rent of approximately $1.25 billion, inclusive of 3% annual escalators. The Lease may be renewed for a total Lease term of 30 years. The Project Facility is not currently generating revenue and the Lease is expected to commence in the first quarter of 2027, which is when we expect to deliver to the tenant the Project Facility.
This lease strengthens our ability to obtain project financing for the acquisition of the Project Facility and supports management’s plans to address the going concern uncertainty (see Note 1 — Organization and Nature of Operations and Note 2 — Going Concern to the Company’s unaudited condensed consolidated financial statements for the three and six months ended July 31, 2026 included elsewhere in this Current Report on Form 8-K).
The Company will not commence material revenue-generating operations until, at the earliest, a lease has been executed, construction of the Project Facility or another similar facility has been completed and the tenant has occupied the property. As of the date of this filing the Company has executed the Lease, but neither of the other steps has occurred.
(iii) achieving tenant occupancy and lease commencement at the Project Facility; and (iv) advancing site control, utility arrangements, customer dialogue and design work across future developments. The timing and achievement of each of these milestones is subject to a number of risks and uncertainties, including construction risk, supply-chain availability for long-lead-time equipment, utility delivery risk, anchor tenant negotiation risk, the timing of the project financing, and capital markets conditions.
Results of Operations We have not generated material revenue from operations during any period presented and do not expect to generate material revenue until, at the earliest, the prospective anchor tenant has executed a lease, occupied the Project Facility and commenced rent payments, of which only execution of the Lease has occurred. The Company’s operating expenses to date have consisted principally of (i) general and administrative expenses, including legal, accounting, audit and tax-advisory fees, (ii) project pre-development costs (including engineering, environmental, surveying, permitting, power costs, and pre-construction expenses), (iii) compensation expense, and (iv) costs of pursuing its public listing and the contemplated project financing.
Liquidity and Capital Resources The Company’s activities to date have been funded principally through sponsor equity and related-party advances. We have not generated material cash from operations during any period presented. As of January 31, 2026, the Company had no cash and incurred a net loss of $518,705. In addition, the Company had net cash used in operations of $1,208,046 and a working capital deficit of $1,195,242 as of January 31, 2026. As of July 31, 2026, the Company had no cash and incurred a net loss of $3,703,223 and $5,039,396 as of the three and six months ended July 31, 2026, respectively. In addition, the Company had net cash used in operations of $480,181 and a working capital deficit of $27,465,029 as of the six months ended July 31, 2026.
The Company expect its principal future sources of liquidity to be (i) the net proceeds of a contemplated project financing the proceeds of which would fund the balance of the development and construction costs at the Project Facility, together with a debt service reserve and cost-overrun protection; (ii) continued sponsor or affiliate funding; and (iii) following tenant occupancy, contracted cash flows under the Lease. The pricing and closing of the contemplated project financing is dependent on, among other things, prevailing capital markets conditions, interest rates, and the overall progress of the Project Facility’s development. There can be no assurance that the financing will be completed on the contemplated terms, or at all.
Off-Balance