Monitor the tax abatement vote (expected around November 9, 2026) and the finalization of the ChronoScale lease and other ancillary agreements — these are the key gating items before the December 1, 2026 closing deadline. The warrant issuance at $0.74/share (well below current trading levels) creates significant potential dilution if exercised, but the short-sale restriction limits near-term hedging pressure.
Price Chart
Executive Summary
Soluna Holdings entered into a Subscription Agreement with affiliates of Applied Digital Corporation to form a joint venture (STX JV Holdings LLC) that will develop a 50 MW Critical I.T. data center at Project Dorothy 3 in Texas. Soluna contributes a ground sublease valued at $18.75M for a 49% stake, while Applied contributes $19.5M in cash for 51% and will issue a warrant to purchase 7,644,444 Soluna common shares at $0.74/share. The deal is contingent on several conditions including a tax abatement vote, finalizing ancillary agreements, and closing by December 1, 2026 (extendable to Dec 31, 2026).
Key Financial Metrics
Key Facts
- Soluna contributes a ground sublease valued at $18,750,000 for a 49% stake in the JV; Applied contributes $19,515,306 in cash for 51%.
- Applied will receive a warrant to purchase 7,644,444 Soluna common shares at $0.74/share, exercisable for 7 years, with a short-sale restriction until VWAP ≥ $10.00 or 12 months.
- Closing expected by December 1, 2026, extendable to December 31, 2026, subject to conditions including tax abatement vote, finalizing ancillary agreements, and title policy issuance.
- If the deal terminates, Soluna must reimburse Applied for 80% of Funded Costs up to $45 million, with interest at SOFR + 7%.
- The JV will develop a 75 MW gross / 50 MW Critical I.T. data center (Dorothy 3A) with a 99-year ground sublease and a data center lease with ChronoScale Holdings Corporation.
Financial Impact
Soluna receives a $18.75M attributed value for its land contribution and a 49% stake in a JV developing a 50 MW data center; Applied contributes $19.5M cash for 51% and receives a warrant for 7.64M shares at $0.74/share. Potential termination liability for Soluna up to $45M.
Risk Factors
- Closing is subject to multiple conditions including tax abatement vote, finalizing ancillary agreements, and title policy — any failure could terminate the deal.
- If terminated, Soluna faces up to $45M in Funded Costs reimbursement, which could strain liquidity.
- Warrant for 7.64M shares at $0.74/share represents substantial potential dilution (relative to current shares outstanding not disclosed).
- Project development may be delayed or more costly than expected, impacting JV returns.
Investment Themes
Documents Analyzed
This report is based on 5 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001493152-26-047930 |
| Document: form8-k.htm | 0001493152-26-047930 |
| Document: 0001493152-26-047930-index-headers.html | 0001493152-26-047930 |
| Document: 0001493152-26-047930-index.html | 0001493152-26-047930 |
| Document: 0001493152-26-047930.txt | 0001493152-26-047930 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 26, 2026 1d ago | 3 | $0.5155 | awaiting T+20 | — | $0.6544 (+26.94%) |
Oct 26, 2026 1d ago | 8-K | $0.5197 | awaiting T+20 | — | $0.6544 (+25.92%) |
Oct 21, 2026 5d ago | 8-K | $0.5340 | awaiting T+20 | — | $0.6544 (+22.55%) |
Oct 21, 2026 6d ago | 8-K | $0.5607 | awaiting T+20 | — | $0.6544 (+16.71%) |
Oct 21, 2026 6d ago | Press Release | $0.5607 | awaiting T+20 | — | $0.6544 (+16.71%) |
Oct 20, 2026 7d ago | 8-K | $0.5770 | awaiting T+20 | — | $0.6544 (+13.41%) |
Sep 28, 2026 29d ago | 8-K | $1.18 $0.5197 | ▼ −55.96% | ▼ −55.93% | $0.6544 (−44.54%) |
Sep 14, 2026 6w ago | 8-K | $1.15 $0.8500 | ▼ −26.09% | ▼ −28.35% | $0.6544 (−43.10%) |
Sep 9, 2026 6w ago | 8-K | $1.24 $1.01 | ▼ −18.55% | ▼ −20.49% | $0.6544 (−47.23%) |
Sep 8, 2026 7w ago | 8-K | $1.27 $1.05 | ▼ −17.32% | ▼ −19.04% | $0.6544 (−48.47%) |
US Market Status
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