The infrastructure startup pledges half of future site sale proceeds to its lender as collateral for the financing package.

April 30, 2026

CalEthos, Inc. has secured a $15 million loan from an entity tied to one of its directors, providing critical funding to advance its plans for a behind-the-meter natural gas power plant paired with a construction-ready data center campus.

The financing, disclosed in a current report dated April 23, 2026, came from SFO IDF LLC, a company owned by a trust benefiting family members of Sean Fontenot, a member of the CalEthos board. The trustees of that entity operate independently of Fontenot. In exchange for the cash, CalEthos issued a promissory note carrying an 8% annual interest rate and maturing at the end of December 2028, along with a seven-year warrant allowing the lender to purchase up to 5 million shares of common stock at 50 cents per share.

A turnkey play for hyperscale demand

CalEthos is developing what it describes as a Physical Infrastructure-as-a-Service platform aimed at the data center industry. The model fuses on-site natural gas generation with shovel-ready building parcels that already include utilities and fiber connectivity. The company is targeting hyperscalers, neocloud operators, colocation firms and developers eager to bring new computing capacity online faster than the traditional grid interconnection process permits.

How the proceeds will be spent

Funds from the new loan are earmarked for several near-term priorities tied to a joint venture and co-development agreement currently in negotiation with a landowner. Specifically, the proceeds will cover:

• Legal and transactional costs of executing the joint venture agreement
• Expenses tied to securing state and local construction approvals
• Roughly $6 million for a certificate of deposit that will back a performance letter of credit needed to lock in a natural gas purchase agreement
• General corporate purposes

Old notes rolled into the new package

As part of the transaction, CalEthos and SFO IDF also agreed to refinance prior outstanding debt. Two existing promissory notes held by SFO IDF totaling $1 million, which carried 10% interest and were due to mature in December 2026, were canceled. Their principal was rolled into the new note, lifting its balance to $16 million. The warrant was correspondingly enlarged by 1 million shares, bringing the total exercisable amount to 6 million shares.

Revenue-sharing tied to land sales

The deal includes an unusual revenue-sharing arrangement. Under a letter agreement, CalEthos pledged to pass through to SFO IDF, within five business days of receipt, all funds it or its affiliates collect from the sale or lease of Phase 1 construction-ready parcels to data center off-takers.

Based on current discussions with the landowner, CalEthos expects to capture 50% of net proceeds from those transactions. Projections suggest net proceeds to the company could reach roughly $37.5 million, representing half of an anticipated $75 million in Phase 1 sale value. If parcels fetch higher prices, SFO IDF is entitled to half of total net sale proceeds without any cap.

Should aggregate payments to SFO IDF fall short of the $37.5 million target, CalEthos must close the gap over a two-year period following the final Phase 1 sale. Those supplemental payments would come from a percentage of net income generated by site services such as power, water, sewer and fiber delivered to off-takers. Both parties have committed to negotiating in good faith over which income streams and what percentages will fund those payments.

Future phases carry their own price tag

If CalEthos proceeds with Phase 2 or Phase 3 of the campus, SFO IDF will receive $10 million for every 300 megawatts of construction-ready capacity sold or leased, with pro rata reductions for parcels powered below that threshold.

The warrant was issued under exemptions from registration provided by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D, with similar exemptions invoked under state laws. The company emphasized that the securities cannot be offered or sold without registration or a qualifying exemption.

The agreement marks a significant capital infusion for CalEthos as it shifts from planning to execution on its data center vision, though it also underscores the company’s reliance on insider-affiliated financing as it works to bring its first project to commercial reality.