CONFIDENTIAL: Private Investor Format Only · Not a Registered Public Securities Offering
Rows of solar panels at a Florida solar farm glowing under a golden-hour sky
Private Placement Prospectus · Prepared July 16, 2026

The Florida Sun Farms Corporation

Utility-Scale Solar Power Generation · Gainesville, Florida. A private placement offering in a Florida independent power producer selling contracted, below-retail solar energy to power-intensive digital-infrastructure tenants.

Solar-Generating · Contract-Backed · Turnkey-Replicable

Common Stock Only Returns via enterprise value growth & future distributions No public listing currently targeted
CONFIDENTIAL. Private investor format. Not a registered public securities offering. Date of Issue: July 16, 2026 · Damian Wells, President, The Florida Sun Farms Corporation.
Offering Summary

Cover-Page Terms, At a Glance

Every figure below is drawn directly from the offering's cover page. This is a formation-stage capital raise: zero shares are outstanding today, and this placement is the ground floor of Florida Sun Farms' capital structure.

Total Authorized Shares
10,000,000
No par value common stock
Shares Outstanding (Pre-Offering)
0
Pre-funding formation stage
Shares Offered, This Placement
1,500,000
Common shares offered to investors
Price Per Share
$1.00
No par value
Target Raise
$1,500,000
Flagship array completion & reserves
Contracted Offtake Rate
$0.04–$0.08/kWh
Four signed; staggered commencement Jul–Oct 2026
Letter to Prospective Investors

Not a Promotional Pitch: a Working Due-Diligence Document

Florida Sun Farms was formed to do one thing well: build and operate utility-scale solar power generation assets in Florida, and monetize that generation through long-term, contract-backed energy provision agreements with power-intensive tenants rather than selling into the wholesale grid at commodity rates.

The flagship asset is a 1.2 MW solar array in Gainesville, engineered from day one as a modular, replicable design. It was energized in June 2026 and is currently scaling toward that full design capacity as construction and commissioning continue.

Four signed energy provision agreements support the array: SunBit Mining Corporation at $0.04/kWh (live since July 1, 2026), Kasper Transactions at $0.05/kWh (commencing August 2026), 9Core Compute at $0.06/kWh (commencing September 2026), and DANI AI at $0.08/kWh (commencing October 2026). Once all four are simultaneously live, the blended weighted-average contracted rate is approximately $0.051/kWh, a meaningful discount to Florida's $0.12–$0.19/kWh typical commercial retail rates, while still capturing healthy margin on power generated at near-zero marginal cost.

Florida Sun Farms is also utilizing SBA loan financing alongside this equity raise to help fund the array's scale-up to full capacity.

Low-angle view of a single row of ground-mounted solar panels with steel racking at sunrise
Milestones to Date

From Formation to Energized Flagship in Under Two Months

The pace between formation and an energized flagship site says something about execution, even though every milestone happened inside one affiliated ecosystem and the array is still scaling on a staggered schedule.

May 2026

Florida Sun Farms formed

Florida Sun Farms formed as a Florida C-Corporation.

May 2026

Interconnection filed & first agreement signed

Interconnection application filed with Clay Electric Cooperative for the flagship site; first energy provision agreement signed with SunBit Mining Corporation.

June 2026

Remaining agreements signed; array energized

Kasper Transactions, 9Core Compute, and DANI AI agreements signed (commencement staggered to later dates). Flagship array energized and interconnected under net billing, continuing to scale toward full 1.2 MW capacity.

July 1, 2026

SunBit Mining commences delivery

First contracted customer goes live: the only agreement of the four currently delivering power.

July 16, 2026

This prospectus prepared

Private placement prospectus prepared for investor review.

Investment Thesis

Five Pillars of Value

Each pillar is described plainly, together with the honest caveat attached to it, consistent with a balanced rather than purely promotional case. Full detail on Operations and Financials pages.

01

Contracted, Multi-Sector Revenue

Four signed energy provision agreements at fixed rates ($0.04–$0.08/kWh) across mining, blockchain, compute & AI use cases.

CaveatAll four customers are related parties under common ownership, not independent third parties.
02

Self-Generated, Near-Zero Marginal Cost Power

Solar generation carries no fuel cost, so contracted revenue converts to margin at a high rate once the array is built and financed.

CaveatProduction varies with weather, seasonality, and equipment degradation; figures are modeled estimates.
03

Turnkey Replication Model

The flagship's modular design is intended to be sold as a fully engineered, permitted, interconnection-ready package to third-party buyers.

CaveatNo turnkey system has been sold to date; figures are illustrative, not backed by signed orders.
04

Minimal Grid Dependency

The flagship exports only a small recurring surplus (approx. 50 kWh) to Clay Electric Cooperative under net billing, rather than relying on the grid for supply.

CaveatClay Electric's buyback rate is variable, unpublished, and excluded from modeled revenue as immaterial.
05

Real Estate-Aligned Growth Path

Future sites are directed toward anchoring solar generation to adjacent housing developments instead of a utility cooperative relationship.

CaveatThis is a stated strategic direction; no specific future site count or timeline has been finalized.

Read the Full Case: Both Sides

Every pillar is paired with a strength and a watch-item throughout this prospectus. See Roadmap for how the pillars connect, and Risk & Rights for the complete risk register.

Continue Reading the Prospectus

This homepage condenses the cover page and Sections I, III, and IV. The full financial model, risk factors, and management detail continue below.