SB Energy, Inc. Form S-1 Registration Statement (SEC, August 2026)

The registration statement for the initial public offering of SB Energy common stock, filed with the Securities and Exchange Commission on August 31, 2026 (EDGAR CIK 2133037, accession 0001628280-26-059639). The prospectus is marked "Subject to Completion. Dated August 31, 2026." The company has applied to list on The Nasdaq Global Select Market and on Nasdaq Texas, Inc. under the symbol "SBE," and describes itself as an emerging growth company and a controlled company under the exchanges' corporate-governance rules, intending to elect not to comply with certain of those requirements. The lead underwriters named in the lock-up terms are J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC.

The offering size is not on the record. The share count, the estimated price range, the underwriting discounts and the proceeds are all blank in the filed document. Press reports of a $5–7 billion raise are attributed to the Wall Street Journal rather than to the prospectus (Source: cnbc.com).

Business

The prospectus describes SB Energy as an integrated data center and power infrastructure company that develops, constructs and plans to operate gigawatt-scale data centers and develops, constructs, owns and operates power generation. It was founded in 2019 with original backing from SoftBank, initially focused on power, and states that it has since developed, financed and begun construction on 4.7 GWac of solar and battery energy storage (BESS) projects, operates in ERCOT, CAISO and PJM, has 24 unique customers, and has executed 37 project financings. In 2025 it acquired Studio 151, a data center construction management and operations firm whose leaders have delivered 15 data center facilities to third parties since 2008. The organization comprises approximately 350 professionals, and the leadership team averages 23 years of industry experience. Since inception the company has raised approximately $19 billion in project capital (approximately $15 billion of project debt and nearly $4 billion of tax equity).

The company reports three segments: Data Centers (DC), pre-revenue, with initial revenue expected in late 2026; Standalone Power (SP), utility-scale solar and BESS in CAISO and ERCOT, which generates substantially all current revenue; and Solutions (SLN), design, engineering, construction management and operations services to the other two segments. Its stated revenue model has three streams: long-term leases and service level agreements with hyperscaler and AI-lab tenants, electricity sales under fixed-price PPAs and other offtake agreements, and design and construction services. Its turnkey scope ends at the rack; customers supply their own racks and chips, and the company does not offer compute-as-a-service.

The company describes its model as "power-first": securing power delivery before site control and design, pairing sites with on-site generation where appropriate, and engaging utilities, regulators and communities through a single counterparty. It contrasts this with what it calls the incumbent model (real estate first, a fragmented value chain, megawatt-scale incremental builds, limited stakeholder engagement and multi-year timelines). It states it believes it is developing four of the seven largest US data center sites by IT capacity.

Data center portfolio

All projects are shown as 100% owned. For PORTS-Pike, utility service agreements for 9.2 GW are subject to final regulatory approvals, and the co-located gas-fired generation is planned, not owned by the company, and not yet financed, constructed or contracted. No data-center capacity is in operation. Borden County and Scurry County, Texas, representing approximately 1.7 GW-IT of near-term critical IT capacity in ERCOT with secured interconnection, are in the pipeline but excluded from both the contracted portfolio and the backlog.

• Cosmos (Travis County, near Austin; about 50 MW critical IT) is leased to a SoftBank affiliate for a 15-year initial term as a triple-net lease with full operating-expense pass-through and rent based on a percentage return on total project cost with annual escalators. Expected aggregate rent is approximately $2.5 billion; SoftBank Group Capital Limited guarantees the tenant's obligations with anticipated exposure of approximately $2.9 billion. Rent begins on the earlier of December 11, 2026 or the phase reaching ready-for-service (RFS) status, and first revenue is expected in the fourth quarter of 2026. In May 2026 the company issued $999.0 million of 8.875% Senior Secured Notes due 2031 to finance the project, with a parent-entity completion guaranty.
• Milam County leases to OpenAI cover approximately 753 MW of critical IT capacity across two buildings with 15-year initial terms.
• PORTS-Pike Technology Campus (Pike County, Ohio) is designed for 8.0 GW-IT of capacity, representing 10 GW of gross power load to be supported by the PJM transmission system and new neighboring gas-fired generation. It sits at the junction of seven high-voltage transmission lines on the site of a retired industrial load, with capacity available partly because of the retirement of the Department of Energy's Portsmouth Gaseous Diffusion Plant. On August 17, 2026, 17 subsidiaries signed 17 leases with an OpenAI affiliate covering approximately 8.0 GW-IT, each with a 20-year initial term, triple-net, yield-on-cost rent, an annual escalator and phased commencement tied to RFS conditions. The first phase targets operations in 2028, subject to approvals, financing, equipment procurement and supporting transmission and pipeline infrastructure.

Power portfolio

As of June 30, 2026, the operating power portfolio was approximately 2.2 GW of solar and BESS, with approximately 2.5 GW more under construction and a further 0.8 GW contracted but not yet under construction. The operating solar fleet of approximately 2,142 MWac (about 1,692 MWac in ERCOT and 450 MWac in CAISO) had a 2025 capacity factor of 27.2% (25.8% ERCOT, 32.1% CAISO) and availability of 96.7%, generating approximately 5,097 GWh in 2025 and approximately 2,350 GWh in the first half of 2026. Generation growth is attributed mainly to new projects reaching commercial operation, including Orion I, II and III.

Market opportunity as stated

The prospectus relies heavily on third-party projections. It cites the Altman Solon Report for global data center capacity growing from 82 GW in 2025 to 274 GW by 2030 (about 40–45% of growth in the United States), inference reaching approximately 40% of global data center demand by 2030, and grid interconnection timelines for 50 MW+ deployments of about seven years in Northern Virginia and about three years in Texas. It cites IDC for a $20 trillion cumulative global economic impact of AI by 2030; BloombergNEF for US data center power demand growing at a 16.8% CAGR to 8.6% of US demand by 2030 and 71 GW of new US generation needed through 2035 for data centers; Rystad Energy for per-query energy (about 0.3 watt-hours for a chat query, 5 to 20 times more for a reasoning model and 50 to 100 times more for an agentic workflow); and the US Census Bureau for 18% business AI adoption at the end of 2025. It states that the five largest hyperscalers spent approximately $383 billion in capital expenditure in 2025 and are projected, per research estimates as of May 2026, to spend approximately $768 billion in 2026 and $1,125 billion in 2027. The company argues that agentic AI and competition on cost per token will expand inference demand.

Financial results

The headline figures are dominated by non-cash items, which the prospectus states in the same sentence as the totals.

The remainder of revenue in each period is realized and unrealized change in the fair value of power price swap derivatives; in the first half of 2026, derivative fair-value movement accounted for more of the period's reported revenue than customer contracts did. Accumulated deficit as of June 30, 2026 was $3,803.0 million. Revenue to date comes predominantly from the solar-and-power ("SP") segment; the data-center ("DC") segment "has not generated significant revenue to date and is not expected to generate significant revenue until we achieve first phase revenue," expected first under the first phase of the campus the prospectus calls Cosmos. The historical financial statements are those of SE Global Holdings, LLC, the accounting predecessor.

Liquidity and indebtedness

At June 30, 2026 the company had unrestricted cash and cash equivalents of $1,199.1 million, restricted cash of $1,016.4 million, and $2.5 billion of undrawn committed borrowing capacity (mainly $1.9 billion under the Libra Construction and Bridge Loan, $0.3 billion under the Athos Storage loan and $0.2 billion under the Pelicans Jaw loan). It had approximately $4.0 billion of principal indebtedness (approximately $3.9 billion net), of which approximately $1.2 billion was current; project-level entities were party to over $3.6 billion of project debt and approximately $1.7 billion of tax equity, generally non-recourse. Related-party borrowings were $709.5 million, all non-current. The largest near-term maturities were the Pelicans Jaw Facility (approximately $857.8 million, by March 2027), the Hickory Facilities (approximately $473.0 million, October 2027) and the Athos Storage Facility (approximately $361.9 million, by February 2027). The Hickory Facilities, the only material recourse corporate debt, are to be repaid at the offering and replaced by a corporate Credit Facility, which will bar cash dividends before January 1, 2029. The company states that existing resources are sufficient for at least twelve months. Common shareholders are structurally subordinated to project-level creditors.

Backlog and capital requirement

Across 8.8 GW-IT of data-center campuses with leases signed and 5.5 GWac of power operating, under construction or contracted, the prospectus reports approximately $439 billion of backlog — approximately $430 billion in the DC segment and approximately $10 billion in the SP segment. Backlog counts only binding agreements and excludes merchant sales and uncommitted renewals. Weighted average remaining contract length by capacity is 16.6 years for power projects and 19.6 years for data-center projects. No data-center capacity is in operation; realization depends on "completion of construction, receipt of permits, successful interconnection, lease commencement and tenant acceptance." Borden County and Scurry County, representing approximately 1.7 GW-IT of near-term critical IT capacity in ERCOT with secured interconnection, are excluded from both the contracted portfolio and the backlog.

Against that backlog the prospectus states an estimated $178 billion of backlog-associated capital expenditure on contracted projects alone (approximately $174 billion DC and $4 billion SP, measured on a cash basis from June 30, 2026), to be funded from cash on hand, cash from operating projects, newly raised corporate-level equity and newly raised project-level debt. The figure excludes operating expenses, maintenance and non-capitalized interest and taxes. Failure to raise it is pleaded as a risk factor in its own right.

Offering structure

The company states the purposes of the offering as increasing capitalization and financial flexibility and creating a public market, with net proceeds for general corporate purposes, prioritizing working capital, operating expenses and capital expenditure on data center, generation and storage projects, and possibly repayment of the Hickory Facilities; no proceeds are expected to be paid directly to SoftBank or OpenAI. After the offering there will be two classes of stock: voting common stock and non-voting Class N common stock, convertible one-for-one. Holders of substantially all existing stock agreed to a 180-day lock-up, and up to 5% of offered shares are reserved for a directed share program. The company has never paid dividends and does not expect to.

Related parties and customer concentration

SoftBank

SoftBank, founded in 1981 and headquartered in Tokyo, is the founding sponsor, ultimate parent and controlling shareholder, and will remain controlling after the offering; the percentage is blank in the filing. The prospectus reports SoftBank's net asset value at approximately $445.3 billion as of June 30, 2026 and its aggregate capital contributions to SB Energy at approximately $3.2 billion. A planned Shareholders' Agreement gives SoftBank board designation rights ranging from six candidates while it holds 50% or more of the common stock down to one while it holds more than 5%, plus preemptive, consent and related-party-transaction rights. Related arrangements include the Cosmos lease, a trademark license paying SoftBank annual royalties of 1% of consolidated gross profit ($0.1 million payable for 2025; none for 2024), a management services arrangement, an intellectual property assignment and license agreement, and potential tax sharing. The company states it has historically depended on SoftBank for financial support. SoftBank is covered further on its own page.

OpenAI

The risk-factor summary states that the company has "limited operating history in data centers with none currently operational, are substantially dependent on OpenAI, and face challenges in personnel, labor and business management." The full risk factor sets out the concentration: OpenAI is the tenant under both the PORTS-Pike Technology Campus, "which makes up a substantial majority of our backlog," and the leases for Milam County Buildings 1 and 2; it is "a significant equity investor in our business"; and it is "a strategic partner whose contractual rights extend across our data center development pipeline." The consequence stated is that "our near-term revenues, project-level financing arrangements, and development plans are significantly linked to OpenAI's continued performance."

The specific arrangements disclosed are:

• Equity. On January 9, 2026, an OpenAI affiliate made a $500.0 million preferred equity investment in Energy Global, converting to common equity on a qualifying IPO. The Shareholders' Agreement gives OpenAI one board designee while it holds more than 5%.
• Warrants. Warrants issued in January 2026 with the Foundation Agreement and Milam County leases, amended and restated on August 17, 2026, total 3,991,809, exercisable at $0.01 per share and expiring the later of January 9, 2036 or regulatory approval. Tranches of 868,934 (vested on signing triple-net leases for 800 MW-IT at Milam County) and 868,933 (vesting on IPO pricing), together 1,737,867, are net-exercised at the offering. The remaining 2,253,942 comprise 408,942 vesting on initial financing for at least 753 MW-IT at Milam County and five tranches of 369,000 vesting at equity valuations of $80 billion, $100 billion, $125 billion, $150 billion and $200 billion. All unvested warrants vest on a change of control on or before January 9, 2032. The prospectus states the warrants were a material inducement for OpenAI to enter the leases and are treated as a discount against rent. The warrant liability's fair value was approximately $3.646 billion at issuance and approximately $5.5 billion at June 30, 2026, and its remeasurement produced the $2,573.1 million first-half charge.
• Software purchases. Minimum commitments to buy OpenAI software and tools of $10.0 million (2026), $15.0 million (2027) and $25.0 million (2028), $50.0 million in total.

The company states that quantified outflows to SoftBank and OpenAI total approximately $50.1 million, that related-party lease inflows are expected to substantially exceed them, and that "the economic substance of these arrangements, taken together, is that we function as a developer and operator of data center infrastructure on behalf of related-party tenants." It describes the leases and guaranties as negotiated at arm's length but acknowledges they are related-party transactions.

Nvidia

The prospectus identifies the Nvidia guaranty as covering "the first 4.25 GW-IT of leases at the PORTS-Pike Technology Campus upon the occurrence of the applicable default conditions," with recovery dependent on Nvidia's own performance. The residual value guaranties carry an aggregate guaranteed value and remedy cap of $105 billion, with an option at Nvidia's discretion to guarantee the remaining 3.78 GW-IT; failing that, OpenAI must find a replacement guarantor rated at least A- (S&P) or equivalent. The guaranty triggers only on specified tenant insolvency or uncured monetary default, declines on a schedule over the 20-year leases, and terminates if OpenAI Group PBC reaches a designated credit rating. SB Energy pays Nvidia nothing for it; OpenAI compensates Nvidia under a separate agreement. Separately, on August 17, 2026, Nvidia prepaid $1.5 billion under a Prepaid Forward Contract for Class N shares at 90% of the IPO price and agreed to buy another $1.5 billion of Class N shares at the IPO price in a concurrent private placement, $3.0 billion in total.

Customer concentration

In the power business, two customers each exceeded 10% of revenue (excluding swap settlements) in the first half of 2026, the largest at approximately 27% and the second at approximately 24%; in 2025 four customers each exceeded 10%, the largest at approximately 29%. The 8.8 GW-IT of signed data center lease capacity is held entirely by two anchor tenants, SoftBank at Cosmos and OpenAI at Milam County and PORTS-Pike, and the company expects concentration to increase as data center revenue begins. It states it is negotiating with other hyperscalers but has no definitive agreements.

Risk factors

The prospectus groups its risk factors under business and operations, government incentives and tax, regulation and legal matters, intellectual property and cybersecurity, corporate structure and ownership, indebtedness and liquidity, and the common stock. Among those summarized:

• backlog and backlog-associated capex may not predict revenue or cost; construction risks including overruns and delays; tenant guarantees effective only after rent commencement; and the need to raise substantial capital;
• dependence on a limited number of customers and on OpenAI in particular; limited data-center operating history and infrastructure "untested at scale"; a history of net losses;
• dependence on renewable-energy incentives, tax equity recapture risk and gas-turbine supply constraints;
• FERC authorization and regulation, state permitting, and an evolving AI regulatory landscape including potential bans or moratoria on data center development;
• PORTS-Pike's dependence on the timely funding and commissioning of approximately 9.2 GW of neighboring gas-fired generation under the U.S.–Japan Partnership (the United States–Japan Global Strategic Partnership for Economic Security and Infrastructure), which may be delayed, reduced or withdrawn. The generation is being developed by a SoftBank affiliate outside SB Energy and is expected to be funded through a vehicle jointly owned by the US Department of Commerce and an entity established by the Japan Bank for International Cooperation;
• constrained equipment supply from China and geopolitical tension over China and Taiwan affecting customers' semiconductor supply;
• SoftBank's control and conflicts of interest; related-party transactions; and FERC limits on acquiring 10% or more of voting equity without authorization;
• a material weakness in internal control over financial reporting, identified in preparing the 2025 and 2024 statements, relating to technical accounting review of complex transactions and not remediated as of June 30, 2026.

Community opposition as a risk factor

The prospectus pleads siting opposition as a named risk: "We may face community opposition, local moratoria, and hyper-local dissent, including growing public resistance to AI and AI-related infrastructure, that may adversely affect our data center and power generation businesses and operations." Elsewhere it identifies community opposition, environmental advocacy groups and changes in regulatory standards as influences on project development, and states that moratoria or outright bans could impair the ability to commence or complete projects. This is the siting dynamic documented at Data Center Siting / AI Power Politics, entering a registration statement as disclosed investment risk.

Provenance note

The registration statement's cover names "SB Energy, LLC," a Texas entity, as the filing registrant, while the prospectus cover and the financial statements name "SB Energy, Inc., a Texas corporation"; the prospectus describes a name change and conversion to a for-profit corporation occurring before the offering (a Corporate Conversion on July 10, 2026 and a conversion from a Delaware to a Texas corporation on August 28, 2026). Tables in the retrieved text render as sequential cells with column alignment lost, so figures above are taken from prospectus prose rather than read across table rows, except the data center portfolio table, whose row values were read in sequence and should be rechecked against the filing. The prospectus is a preliminary, issuer-authored document; market projections in it are the issuer's selection of third-party estimates.

Confidence is medium rather than high: the page rests on a single source, and the schema reserves high for claims supported by three or more sources; valuations, backlog and financing figures are also fast-decay claims.

Relationships

• supports: SB Energy — the primary record for the company's financials, backlog and risk factors
• related: OpenAI — tenant, equity investor, warrant holder and strategic partner
• related: Nvidia & TSMC — AI Compute Infrastructure — guarantor of the first 4.25 GW-IT of PORTS-Pike leases and $3.0 billion Class N investor
• related: SoftBank Group — controlling shareholder and Cosmos tenant
• supports: Data Center Siting / AI Power Politics — siting opposition pleaded as a securities-disclosure risk factor
• related: AI Infrastructure Capex, Private Credit & AI Infrastructure, AI Bubble Debate