CalEthos, Inc. filings document the company’s early-stage development of a Physical Infrastructure-as-a-Service platform for the data center industry. Its reports describe plans to integrate behind-the-meter onsite power plants with pre-permitted, construction-ready data center sites that include utilities and fiber connectivity for hyperscalers, neocloud, colocation providers, and data center developers.
The company’s 8-K disclosures focus on material definitive agreements, natural gas purchase and fuel management arrangements, reservation-fee obligations, project-related financing, promissory notes, warrants, related-party funding, corporate governance, and capital-structure matters. These filings also record how CalEthos finances and contracts around its proposed power and data center infrastructure development activities.
CalEthos, Inc. remains a pre-revenue data center infrastructure developer and reported a Q1 2026 net loss of $810,000, wider than the prior year’s $241,000. Operating expenses rose sharply, driven by $322,000 of equity-based compensation and higher payroll costs.
At March 31, 2026, cash was only $63,000 against current liabilities of $3,354,000, resulting in a working capital deficit of $3,288,000. Management discloses “substantial doubt” about the company’s ability to continue as a going concern without new financing.
In April–May 2026, the company entered a natural gas supply agreement supporting a planned onsite-powered data center campus in Southeast Idaho, paying a $3,832,500 reservation fee and agreeing to provide a $6,000,000 letter of credit. A related-party financing package refinanced $1,000,000 of notes and provided a $16,000,000 promissory note with 6,000,000 warrants, supplying funds for permitting and project development but adding significant leverage while the company continues to have no revenues and has not yet secured land.
CalEthos, Inc. reported that it and its TerraVolt Infrastructure subsidiary have signed a firm natural gas supply agreement with a top-tier marketing company to fuel a planned behind-the-meter onsite power plant for TerraVolt’s AI-focused data center campus in Southeast Idaho.
The supplier will provide 55,000 MMBTU per day of natural gas, which management says will support the initial phase of the campus, currently planned for 200MW to 240MW of power for data center customers without relying on the local electric grid. The agreement also includes fuel management services intended to help match fuel supply with customer needs and plant fluctuations.
TerraVolt is developing a Physical Infrastructure-as-a-Service platform combining onsite gas-fired power with pre-permitted, construction-ready data center sites. The company highlights growing demand for reliable, cost-effective power for data centers as AI-related computing needs expand, while noting significant execution and financing risks in its forward-looking statements.
CalEthos, Inc. notified stockholders that its Board and holders of a majority of outstanding common stock approved a corporate name change to TerraVolt Holdings, Inc. and an increase of 12,500,000 additional shares reserved under its 2021 Equity Incentive Plan. The actions were approved by written consent of holders representing 17,928,585 votes (69.68%) and will become effective 20 calendar days after this Information Statement is mailed to stockholders. As of April 27, 2026, there were 25,730,540 shares of common stock issued and outstanding.
CalEthos, Inc. entered into a material financing arrangement with SFO IDF LLC, providing a new loan and restructuring existing debt to support development of its data center PIaaS platform. SFO IDF loaned $15,000,000, evidenced by a promissory note that now totals $16,000,000 after refinancing earlier $1,000,000 notes, bearing 8% annual interest and maturing on December 31, 2028. CalEthos also issued a seven-year warrant to purchase up to 6,000,000 shares of common stock at $0.50 per share. The company plans to use the funds mainly to advance a proposed joint venture and co-development agreement for a natural-gas-powered data center campus and related infrastructure. Under a letter agreement, CalEthos expects SFO IDF to receive up to $37,500,000 from Phase 1 construction-ready site sales or related building site service income, and potentially additional $10,000,000 payments per 300MW of construction-ready sites sold or leased in later phases.
Chauncey Lennis Thompson filed a Third Amendment to his Schedule 13D on CalEthos, Inc., reporting updated ownership and new financing arrangements. He is deemed to beneficially own 23,783,263 shares of common stock, representing 58.81% of the class, based on 25,730,540 shares outstanding as of March 16, 2026, including shares underlying warrants and options.
Through SFO IDF LLC, Thompson holds common shares plus warrants and vested options, and has provided several promissory notes to CalEthos. On April 23, 2026, SFO IDF received a $16,000,000 promissory note and a warrant to purchase up to 6,000,000 additional shares, further tying his stake to the company’s capital structure.
CalEthos, Inc. reported that SFO IDF LLC, an entity managed by major shareholder Chauncey Lennis Thompson, was granted 6,000,000 warrants to purchase CalEthos common stock at an exercise price of $0.50 per share, expiring on April 30, 2032. The warrants were granted at $0.00 per warrant in consideration for a loan SFO IDF made to CalEthos under a promissory note.
The filing shows Thompson indirectly holds 9,074,386 shares of common stock through SFO IDF, plus existing options and multiple warrant positions over additional CalEthos shares. Thompson may be deemed to beneficially own these securities through his role with SFO IDF but disclaims beneficial ownership except to the extent of his pecuniary interest.
CalEthos, Inc. Chairman and CEO Joel Drake received a grant of 2,000,000 employee stock options for Common Stock on March 27, 2026. These options have an exercise price of $0.49 per share, fully vested on the grant date, and expire on March 27, 2033.
The filing also lists existing option holdings for Drake, including options exercisable at $0.50 per share expiring June 19, 2030 and options exercisable at $0.54 per share expiring November 28, 2028 under the company’s 2021 Equity Incentive Plan.
Joel Drake Stone, Chairman and CEO of CalEthos, Inc., filed a Schedule 13D reporting beneficial ownership of 3,750,000 shares of common stock, representing 12.2% of the class, including shares issuable upon exercise of vested stock options.
The ownership percentage is based on 25,730,540 shares reported as issued and outstanding in CalEthos’s Form 10-K and counts the vested options as if exercised. Stone holds sole voting and dispositive power over all reported shares, which were granted as equity compensation under multiple option awards and an executive employment agreement.
Sean Paul Fontenot filed a Second Amendment to his Schedule 13D reporting that he no longer owns any CalEthos, Inc. common stock. He disposed of all securities he beneficially owned under a September 7, 2024 Acquisition Agreement with SFO IDF LLC, making this an exit filing. The amendment also corrects earlier omissions and confirms he now holds 0 shares, representing 0% of the class, while he remains a member of the company’s Board of Directors.
CalEthos, Inc. director Sean Paul Fontenot has corrected a prior insider report to reflect an estate-planning transfer of his CalEthos securities. On September 7, 2024, he entered into an acquisition agreement with SFO IDF LLC under which his entire beneficial ownership of CalEthos common stock, warrants and options was transferred to SFO IDF LLC.
The footnotes state these transfers were made without consideration for estate planning purposes. The reported securities had been held through Nanosha Investments LLC, where Fontenot is the principal member, and he disclaims beneficial ownership of those securities except to the extent of his pecuniary interest.