BGDE 8-K/A
Big Digital Energy, Inc. (BGDE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
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) | (IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including
area code: +1-
(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. ☐
EXPLANATORY NOTE
This Amendment does not otherwise change or update any of the other disclosure set forth in the Original Form 8-K, and
this Item 5.02 should be read in conjunction with the Original Form 8-K.
1
Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed, effective July 8, 2025, Mr. Rahul Mewawalla was deemed to have resigned as a member of the Board of Directors (the “Board”) of Mawson Infrastructure Group Inc. (the “Company”) in accordance with the terms of the Director Appointment Letter between the Company and Mr. Mewawalla, dated January 31, 2023.
On July 17, 2025, Mr. Mewawalla submitted a letter to the Company indicating that he has disagreements with the Board. A copy of the letter is attached hereto as Exhibit 17.1.
In accordance with the requirements of Item 5.02 of Form 8-K, the Company will provide Mr. Mewawalla with a copy of the disclosures contained in this Current Report on Form 8-K no later than the day of filing this Form 8-K with the U.S. Securities and Exchange Commission.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 17.1 | Letter of Rahul Mewawalla to the Company, dated July 17, 2025. | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Mawson Infrastructure Group Inc. | ||
| Date: July 21, 2025 | By: | /s/ Kaliste Saloom |
| Kaliste Saloom | ||
| Interim Chief Executive Officer, General Counsel and Corporate Secretary | ||
3
Exhibit 17.1
Ryan Costello
Chairman
Mawson Infrastructure Group, Inc.
July 17, 2025
Dear Chairman Costello,
I am writing in reference to the Form 8-K filed by Mawson Infrastructure Group, Inc. (the “Company”) on July 14, 2025.
I respectfully and vigorously disagree with the contention and characterizations in the Form 8-K that Mawson filed, and, as you know, I have informed the board of the reasons for my disagreement. Because the matter is currently the subject of litigation, I will not comment further at this time. I am confident that stakeholders will be able to make informed judgments as additional information becomes available through appropriate channels.
I would also like to reaffirm the Company’s previously disclosed assessments of performance under my leadership as CEO and President. For example, in its March 7, 2025 public filing, the Company described me as a “high-performing CEO and President.”
On April 21, 2025, the Company publicly highlighted numerous strategic, operational, and financial milestones achieved during my tenure, including:
| · | 136% year-over-year growth in digital colocation revenue |
| · | 35% year-over-year growth in gross profit |
| · | 36% overall revenue growth year-over-year |
| · | Reduction in SG&A expenses compared to the prior year |
| · | Significant customer growth and overall business expansion |
| · | Expansion funded entirely through operational cash flow |
| · | Thought leadership and enhanced strategic, operational, and technological capabilities |
These FY 2024 results, as publicly reported, reflect the performance achieved under my leadership. Moreover, in Q1 2025, the Company under my tenure continued to achieve significant growth with digital colocation revenue increasing 27% year-on-year and Q1 2025 energy management revenue increasing 24% year-on-year.
In closing, I would like to express my deep gratitude and thanks to the entire organization — our employees, customers, partners, and stakeholders — for their contributions and tremendous continued support. I am so proud of all that we have accomplished together, and wish the Company the very best for the future.
Warmest regards,
| /s/ Rahul Mewawalla |
Rahul Mewawalla