8-K - Soluna Holdings, Inc. | StockGist

AI Analysis

AI-generated analysis. Always verify with the original filing.

Soluna Holdings acquired the 149.85 MW Briscoe Wind Farm for $53 million, funded by a $12.5 million credit facility tranche and the issuance of warrants to purchase up to 2.7 million shares of common stock.

Key Takeaways

1Acquired 100% equity interest in Briscoe Wind Farm, LLC, owning a 149.85 MW wind project in Texas for $53 million.

2Secured $12.5 million in Tranche C loan commitments under an amended credit agreement to finance the acquisition.

3Issued warrants to purchase an aggregate of 2,700,000 shares of common stock to an affiliate of the lender.

4Tranche C loans bear interest at Term SOFR plus 8.0% or ABR plus 7.0%, with a SOFR floor of 3.50%.

5Amended Credit Agreement adds a minimum Debt Service Coverage Ratio covenant of 1.60:1.00 for the Briscoe Project.

Current Report Details

Event Type

Material Agreement+3 More

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

. Entry into a Material Definitive Agreement.** ** ** **Briscoe Wind Farm Acquisition** On April 1, 2026, Soluna DV Wind SponsorCo, LLC (the “ Tranche C Borrowe

Material Agreement

$53.0M$35.5M$5.5M$11.5M

Source Document

2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.** The information set forth in Item 1.01 of t

Financing

3.02

Unregistered Sales of Equity Securities.** The information set forth in Item 1.01 of this Current Report on Form 8-K with respect to the Warrants and the shares

Securities Issuance

9.01

. Financial Statements and Exhibits.** (d) Exhibits. | Exhibit No. | | Description | |---|---|---| | 4.1 | | Form of Pre-Funded Warrant. | | 4.2 | | Form of Com

Exhibits Only

Transaction Details

Acquisition / Disposition

Target: Briscoe Wind Farm, LLC
Consideration: $53,000,000
Structure: Membership Interest Purchase Agreement for 100% equity interests

•Closing occurred simultaneously with execution on April 1, 2026

Material Agreement

Agreement: Amended Credit Agreement
Parties: Soluna DVSL ComputeCo, LLC, Soluna DVSL II ComputeCo, LLC, Soluna KK I ComputeCo LLC, Soluna DV Wind SponsorCo, LLC, Generate Lending, LLC, Generate Strategic Credit Master Fund I-A, L.P.

•Establishes Tranche C loan commitments of $12,500,000
•Adds Soluna DV Wind SponsorCo, LLC as a borrower and guarantor
•Adds Briscoe Wind Farm, LLC as a guarantor

Debt / Financing

Instrument: Senior Secured Term Loan (Tranche C)
Principal: 12500000
Rate: Term SOFR plus 8.0% or ABR plus 7.0%
Maturity: Not specified
Use of Proceeds: Reimburse Tranche C Borrower's parent for funding the Briscoe Project Acquisition, pay fees and expenses, and fund debt service reserve account

Exhibits (7)

10.1

EX-10.1

10.2

EX-10.2

10.3

EX-10.3

4.1

EX-4.1

4.2

EX-4.2

4.3

EX-4.3

8-K