BGDE 8-K
Big Digital Energy, Inc. (BGDE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
(
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
On December 29, 2025, Mawson Infrastructure Group Inc. (the “Company”) filed an adversary proceeding in the United States Bankruptcy Court for the District of Delaware against parties responsible for an unsuccessful involuntary bankruptcy filed against the Company in December 2024. The involuntary bankruptcy, which was resolved in Mawson's favor, was dismissed in November 2025—freeing Mawson to pursue claims for damages, attorney's fees, costs, and punitive damages. Mawson's filing of the adversary action is a first step in its pursuit of claims against those responsible for financial harm caused to the Company and its shareholders. Mawson's complaint was filed under seal. A public version of the complaint will be available in the coming days.
On December 30, 2025, the Company issued a press release announcing, among other things, the filing of the adversary proceeding. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1* | Press Release dated December 30, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Furnished not filed. |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Mawson Infrastructure Group Inc. | ||
| Date: December 30, 2025 | By: | /s/ Kaliste Saloom |
| Kaliste Saloom | ||
| Interim Chief Executive Officer, General Counsel and Corporate Secretary | ||
2
Exhibit 99.1
Mawson Infrastructure Group Inc. Files Adversary Complaint Seeking Damages for Bad-Faith Bankruptcy Filing
Midland, PA – Dec. 30, 2025 – Mawson Infrastructure Group Inc. (NASDAQ: MIGI) (“Mawson” or the “Company”) announced today that it has filed an adversary proceeding in the United States Bankruptcy Court for the District of Delaware (the “Court”) in the matter entitled “Mawson Infrastructure Group Inc. versus W Capital Advisors Pty Ltd, et al.”, under 11 U.S.C. § 303(i). The action seeks attorneys’ fees, costs, and damages against multiple parties related to the December 2024 involuntary bankruptcy filed against Mawson (the “Involuntary Petition”).
The complaint alleges that the petitioning creditors in the Involuntary Petition — W Capital Advisors Pty Ltd, Marshall Investments GCP Pty Ltd, Rayra Pty Ltd, and affiliated individuals — engaged in a coordinated campaign to harm Mawson, which caused severe financial harm, including a one-day market capitalization loss of approximately $23 million, reputational damage, and millions in legal expenses.
The Involuntary Petition was dismissed with prejudice by written order on November 4, 2025, and the Court expressly preserved Mawson’s right to pursue certain remedies against the petitioning creditors. Mawson now seeks compensatory and punitive damages, sanctions, and injunctive relief to prevent further violations and deter future abuse of the bankruptcy process.
“This filing is about protecting shareholder value and holding the responsible parties accountable for their egregious misconduct,” said Kaliste Saloom, Mawson’s Interim CEO and General Counsel. “We are committed to pursuing full recovery to protect our shareholders’ investment.”
About Mawson
Mawson is a U.S.-based technology company that designs, builds, and operates next-generation digital infrastructure platforms. The company provides services spanning AI, HPC, digital assets (including Bitcoin mining), and other intensive compute applications. Mawson delivers both self-mining operations and colocation/hosting for enterprise customers, with a vertically integrated infrastructure model built for scalability and efficiency.
A core part of Mawson’s strategy is powering its operations with carbon-free energy resources—including nuclear power—ensuring that its compute platforms support the rapid growth of the digital economy in an environmentally sustainable way. With 129 megawatts of capacity already online and more under development, Mawson is positioning itself as a competitive provider of carbon-aware digital infrastructure solutions.
Articles and recent news related to the Company are available at www.mawsoninc.com/articles.
For more information, visit: https://mawsoninc.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding listing matters, potential financing activities, operational plans, legal proceedings, strategy, and other future events. Words such as “expect,” “intend,” “plan,” “anticipate,” “believe,” “seek,” “may,” “will,” “estimate,” and similar expressions are intended to identify such forward-looking statements. Examples of forward-looking statements in this press release include, among others, statements regarding the success of Mawson’s claims filed against the petitioning creditors.
These statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially, including, without limitation, continued evolution and uncertainty related to technologies and digital infrastructure; our ability to continue as a going concern; our ability to cure any continued listing deficiencies and maintain the listing of our common stock on Nasdaq; the availability of our “at-the-market” program and our ability or inability to secure additional funds through equity financing transactions; access to reliable and reasonably priced electricity sources; operational, maintenance, repair, safety, and construction risks; the failure or breakdown of mining equipment, or internet connection failure; our reliance on key management personnel and employees; our ability to attract or retain the talent needed to sustain or grow the business; our ability to develop and execute on our business strategy and plans; counterparty risks related to our customers, agreements and/or contracts; the loss of a significant digital colocation customer; adverse actions by creditors, debt providers, or other parties; continued evolution and uncertainty related to growth in blockchain and Bitcoin and other digital assets’ usage; high volatility in Bitcoin and other digital assets’ prices and in value attributable to our business; our need to, and difficulty in, raising additional debt or equity capital and the availability of financing opportunities; failure to maintain required compliance to remain eligible for the most cost-effective forms of raising additional equity capital; the evolution of AI and HPC market and changing technologies; the slower than expected growth in demand for AI, HPC and other accelerated computing technologies; the ability to timely implement and execute on AI and HPC digital infrastructure contracts or deployment; the ability to timely complete the digital infrastructure build-out in order to achieve its revenue expectations for the periods mentioned; downturns in the digital assets industry; counterparty risks and risks of delayed or delinquent payments from customers and others; inflation, economic or political environment; cyber-security threats; our ability to obtain proper insurance; banks and other financial institutions ceasing to provide services to our industry; changes to the Bitcoin and/or other networks’ protocols and software; the decrease in the incentive or increased network difficulty to mine Bitcoin; the increase of transaction fees related to digital assets; the fraud or security failures of large digital asset exchanges; the regulation and taxation of digital assets like Bitcoin; our ability to timely and effectively implement controls and procedures required by Section 404 of the Sarbanes-Oxley Act of 2002; how our common stock shares may and/or will be impacted by the dismissal of the involuntary petition filed against us in the United States Bankruptcy Court for the District of Delaware; material litigation, investigations, or enforcement actions, including by regulators and governmental authorities; and other risks described in Mawson’s filings with the SEC. Mawson undertakes no obligation to update or revise forward-looking statements to reflect events or circumstances after the date of this release, except as required by law.
Investor Contact: [email protected]
Partnerships Contact: [email protected]
Media and Press Contact: [email protected]