Leadership, Governance & the Related-Party Role at the Center of This Offering
Three officers, one Board seat, and a founder who also runs one of the four contracted customers, disclosed plainly rather than in fine print.
Officers & Directors
Damian Wells
A military veteran and MBA-educated executive whose coursework in quantitative methods, financial modeling, and statistical analysis underpins the financial framework used throughout this prospectus. Mr. Wells also serves as Chief Executive Officer of SunBit Mining Corporation, one of The Florida Sun's four contracted energy customers. This is a related-party role fully disclosed here and in Risk Factors.
Josiah Wells
Oversees The Florida Sun's financial recordkeeping, banking relationships, and treasury functions as the flagship site scales toward full contracted lease-up.
Darian Wells
Maintains corporate records, governance documentation, and compliance filings, including The Florida Sun's Florida annual report obligations.
A Narrow, Disciplined Near-Term Mission
Florida Sun Farms exists to prove that a modular, turnkey-replicable solar array, backed by real signed energy provision agreements, can be a repeatable unit of value creation rather than a one-off project. The Florida Sun's near-term mission is narrow and disciplined: operate the flagship array well, keep its contracted customer relationships transparent even where they are related-party in nature, and build the engineering and permitting groundwork that would let a second site, whether company-owned or sold turnkey, be delivered faster and more cheaply than the first.
Compensation Discipline
Management's compensation approach reflects that discipline: no executive salary is drawn during this formation and offering stage beyond limited, documented per diem for business travel, keeping available capital directed toward the flagship array and the turnkey-replication engineering work. We believe this is a more meaningful alignment signal than a stated mission alone, and we have tried to describe it plainly rather than as a marketing point.
An Informal Practice, Not Yet a Formal Policy
Because all four of The Florida Sun's current energy customers are related parties, management has adopted an informal practice, to be formalized as The Florida Sun grows, of documenting the basis for each contracted rate and reviewing related-party agreements against publicly available Florida commercial and cooperative retail rate benchmarks rather than setting terms without an external reference point. This practice does not substitute for an independent, arms-length negotiation, and investors should continue to treat the related-party concentration as a live risk rather than as fully resolved by internal process.
Legal, Tax & Banking Relationships
| Function | Status |
|---|---|
| Outside legal counsel | To be engaged as needed using offering proceeds and existing working capital, consistent with the use-of-proceeds allocation in Financials |
| Tax preparation & accounting | Corporate tax filings prepared with the assistance of a qualified tax professional familiar with The Florida Sun's C-Corporation structure |
| Banking relationship | Maintained at a Florida-based financial institution in The Florida Sun's corporate name |
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Management does not intend to expand headcount materially at the flagship site itself, which is designed to run with limited ongoing labor beyond periodic maintenance. As The Florida Sun advances into Phase 1 of the Roadmap, management expects to selectively add engineering and permitting expertise, either as employees or contractors, to support the turnkey replication package, funded from the offering's use-of-proceeds allocation rather than from a fixed headcount budget set today.
One Board Seat Today
The Board is currently composed solely of The Florida Sun's founder, and all four contracted customers are related parties, a concentration discussed throughout this prospectus. As capital is raised and operating history lengthens, management's directional intent is to consider adding independent directors and formalizing related-party approval procedures beyond the informal rate-benchmarking practice described above. No timeline or specific change has been committed to, and investors should evaluate today's concentration on its own terms.
No Succession Plan Finalized
The Florida Sun's contracted-customer relationships and day-to-day direction depend heavily on Damian Wells, who also serves as an officer of the affiliated customer group. No key-person life or disability insurance is currently carried on Mr. Wells, and no written succession plan has been finalized. If Mr. Wells became unable to serve, Josiah Wells and Darian Wells would continue in their Treasurer and Secretary roles while the Board identified interim or permanent leadership; investors should treat this as an unresolved risk.
Management's Equity Participation: The Florida Sun has 0 shares outstanding as of this prospectus, so management holds no equity position today. Any future equity compensation would be drawn from the reserved management pool, subject to Board approval, and would dilute this placement's investors on the same basis as any other post-offering issuance.
Quick Facts
| Corporate Name | The Florida Sun Farms Corporation |
| Entity Type | C-Corporation |
| State of Formation | Florida, United States |
| Principal & Mailing Address | 9200 NW 39th Avenue, Suite 130–3104, Gainesville, FL 32606 |
| Industry | Utility-Scale Solar Power Generation / Independent Power Production |
| Primary Business | Design, construction, and operation of contracted solar power generation assets; turnkey system sales |
| Flagship Asset | 1.2 MW solar array, Gainesville, Florida |
| Contracted Energy Customers | SunBit Mining Corp. ($0.04/kWh), Kasper Transactions ($0.05/kWh), 9Core Compute ($0.06/kWh), DANI AI ($0.08/kWh) |
| Weighted-Average Contracted Rate | Approximately $0.051/kWh, blended across all four agreements |
| Utility Interconnection | Clay Electric Cooperative, net billing interconnection; approx. 50 kWh recurring surplus exported and bought back at Clay's variable, unpublished avoided-cost rate |
| Authorized Shares | 10,000,000, no par value common stock |
| Shares Outstanding (Pre-Offering) | 0 |
| Registered Agent | Damian Wells |
| Officers & Directors | Damian Wells (President & Director), Josiah Wells (Treasurer), Darian Wells (Secretary) |
| Fiscal Year End | December 31 |
| Federal Tax Classification | C-Corporation, IRS Form 1120 filer |
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Florida Sun Farms is a young, formation-stage corporation. It has one energized flagship generation asset, no independently audited financial history, and no shares currently outstanding. Investors should read this Corporate Overview together with the Financials, Operations, and Risk & Rights sections before forming a view of The Florida Sun's stage of development.
One Founder-Controlled Group
Based on management's knowledge, the four contracted energy customers described in this prospectus sit inside a single group of commonly controlled entities founded and led by Damian Wells: SunBit Mining Corporation (Bitcoin mining), Kasper Transactions (blockchain transaction processing), 9Core Compute (distributed compute hosting), and DANI AI (AI training and inference compute). Florida Sun Farms is organized as a separate corporation from each of these operating businesses, with its own capital structure, bank accounts, and corporate records, but investors should understand that, until an unaffiliated customer signs a materially similar agreement, The Florida Sun's revenue is effectively flowing within one founder-controlled group rather than from the broader market.
Reach Management Directly
Damian Wells
President, The Florida Sun Farms Corporation
9200 NW 39th Avenue, Suite 130–3104
Gainesville, FL 32606
investors@thefloridasunfarms.us
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“I have tried, in every section of this prospectus, to describe Florida Sun Farms as it actually is today: one energized 1.2 MW flagship array, four signed but affiliated-party energy provision agreements, a small net billing relationship with the local utility that we intend to retire at future sites, and a turnkey and housing-development growth strategy that is real in intent but not yet proven in execution.”
“I believe the underlying model (own the generation, contract it at attractive rates, design it to be rebuilt or resold) holds up as a business even when described this candidly. But I also believe an investor deserves to see the concentration and the unproven pieces stated as clearly as the strengths, which is why the related-party disclosure appears three times in this document rather than once in fine print.”
“What I am asking prospective investors to underwrite is not a finished, diversified energy company. It is a working flagship asset, a real set of contracted rates, and a founder team committed to building the second site, and eventually an independent third-party customer base, on the foundation the first site has established.”
Damian Wells
President, The Florida Sun Farms Corporation