Financial Performance - Q1 2025 revenue was reported at $5.9 million, reflecting a decline compared to the same period in 2024 due to market challenges and operational issues[11] - Total revenue for Q1 2025 was $5.936 million, a decrease of 52.7% compared to $12.549 million in Q1 2024[28] - Cryptocurrency mining revenue decreased to $2.999 million, down 53.1% from $6.396 million in the same period last year[29] - Data hosting revenue also declined to $2.402 million, a 54.5% decrease from $5.278 million in Q1 2024[29] - The net loss attributable to Soluna Holdings, Inc. for Q1 2025 was $7.556 million, compared to a net loss of $5.254 million in Q1 2024[29] - Basic and diluted loss per share for Q1 2025 was $0.88, compared to $2.62 in Q1 2024[29] - Adjusted EBITDA for Q1 2025 was a loss of $1.6 million, a decline of $6.8 million compared to Q1 2024[15] - The company reported a significant increase in general and administrative expenses, which rose to $8.350 million in Q1 2025 from $6.397 million in Q1 2024[29] - Net loss from continuing operations for the three months ended March 31, 2025, was $7,354 million, compared to a loss of $2,544 million in the same period of 2024[36] - Adjusted EBITDA for the three months ended March 31, 2025, was $(1,648) million, down from $5,147 million in the same period of 2024[36] Assets and Liabilities - Total current assets increased to $15.758 million as of March 31, 2025, up from $13.495 million at the end of 2024[26] - Total assets rose to $90.049 million as of March 31, 2025, compared to $88.040 million at the end of 2024[26] - Total liabilities increased to $63.056 million as of March 31, 2025, compared to $60.678 million at the end of 2024[26] - Cash and restricted cash at the end of Q1 2025 totaled $14.448 million, an increase from $11.394 million at the end of Q1 2024[31] Project Development - The company has 220MW of new projects in development, contributing to a total project pipeline of approximately 698MW across operations, construction, and development[10] - Project Dorothy 2 is expected to increase Bitcoin hosting capacity by 64%, reaching a total of 123MW, with an expected completion timeline of Q4 2025[7] Financial Flexibility - Unrestricted cash increased to $9.2 million, a $1.4 million rise from December 31, 2024, indicating a strong cash position[11] - The company secured a $5 million non-dilutive debt facility with Galaxy Digital, enhancing its financial flexibility[10] Operational Changes - The termination of the HP Enterprises contract is expected to refocus the company on crypto-mining and AI data center development[6] - The company has made significant progress in simplifying its capital structure, including the full conversion of convertible loan notes and restructuring of preferred equity[5] Patent and Technology - A second utility patent was awarded in April 2025, broadening the scope of the company's modular data center technology[10]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____to _____ Commission File Number: 001-40261 Soluna Holdings, Inc. (Exact name of registrant as specified in its charter) __________________ Nevada 14-1462255 State o ...

Revenue and Growth - Revenue for FY 2024 reached $38.0 million, an increase of 80.5% compared to $21.1 million in FY 2023[7] - Total revenue in Q4 2024 was $8.3 million, a 9.9% increase from Q3 2024 revenue of $7.5 million[9] - Total revenue for Soluna Holdings, Inc. increased to $38,021,000 in 2024, up 80.5% from $21,066,000 in 2023[21] - Cryptocurrency mining revenue rose to $17,027,000, a 60.5% increase from $10,602,000 in the previous year[21] - Data hosting revenue grew by 84.5% to $18,838,000 compared to $10,196,000 in 2023[21] Financial Performance - Adjusted EBITDA for 2024 was $0.9 million, a significant improvement from a loss of $3.5 million in 2023[9] - The company reported a net loss of $58,300,000 in 2024, which is a significant increase from a net loss of $27,703,000 in 2023[21] - Operating loss for the year was $47,523,000, compared to $20,241,000 in 2023, indicating a worsening operational performance[21] - Soluna Holdings' basic and diluted loss per share was $12.15 in 2024, compared to $27.79 in 2023[21] - EBITDA for 2024 is expected to be $(42.62) million, worsening from $(12.65) million in 2023[25] Cash and Assets - Unrestricted cash grew by 23.2% to $7.8 million at the end of 2024, compared to the end of 2023[9] - Total current assets decreased to $13,495,000 in 2024 from $14,284,000 in 2023, reflecting a decline of 5.5%[19] - Cash and restricted cash at the end of the period totaled $10,453,000, slightly up from $10,367,000 in 2023[23] Liabilities and Expenses - Total liabilities increased to $60,678,000 in 2024, up from $37,917,000 in 2023, marking a 60.1% rise[19] - Selling, General & Administrative expenses increased by $3.3 million in FY 2024 due to expanded hiring and compliance costs[14] - The company reported a stock-based compensation cost of $5.31 million for 2024, up from $4.31 million in 2023[25] - Interest expense for 2024 is projected at $2.53 million, slightly down from $2.75 million in 2023[25] - Depreciation and amortization expenses are expected to rise to $15.64 million in 2024 from $13.38 million in 2023[25] Project Developments - Project Dorothy 2 is expected to increase Bitcoin hosting capacity by 64.0% to a total of 123 MW by Q4 2025[8] - Capital raised exceeded $31.5 million, including $29.2 million from Project Dorothy 2 in debt and equity[7] - The company plans to continue its market expansion efforts, focusing on new product development and technology advancements[25] Losses and Provisions - The company incurred a loss on contract amounting to $28,593,000 in 2024, which was not present in the previous year[21] - The loss on contract for 2024 is estimated at $28.59 million, with no such loss reported in 2023[25] - The company anticipates a provision for credit losses of $0.76 million in 2024, with no provision reported in 2023[25] - The loss on debt extinguishment and revaluation is projected at $7.35 million for 2024, compared to $3.90 million in 2023[25]

Financial Performance - Revenue for the last quarter reached $150 million, a 15% increase compared to the previous quarter, driven by higher Bitcoin prices and increased mining efficiency[30] - Future guidance estimates an annual revenue target of $600 million, contingent on continued growth in cryptocurrency usage and market conditions[30] Operational Efficiency - The company reported a significant increase in computational power, achieving a hashrate of 5 Exahash per second (EH/s), representing a 25% increase year-over-year[19] - The Power Usage Effectiveness (PUE) ratio improved to 1.1, indicating a 10% increase in energy efficiency compared to the previous year[28] - The company plans to expand its data center capacity by 50% over the next year, which is expected to enhance operational efficiency and increase overall production[35] Market Expansion - The company anticipates a 30% growth in hosted customer contracts, driven by the rising demand for data center colocation services[17] - New product offerings in the AI sector are projected to generate an additional $20 million in revenue by the end of the fiscal year, reflecting a growing market demand[30] - A new generative AI product is expected to launch in Q2 2024, with an estimated market impact of $15 million in the first year[20] Strategic Initiatives - The company is exploring strategic partnerships for grid demand response services, which could enhance revenue streams by up to 10%[22] - The company has allocated $50 million for research and development in advanced mining technologies, aiming to maintain a competitive edge in the market[30]

Core Insights - The article discusses the recent developments in the industry and their implications for companies involved [1] Group 1 - The industry is experiencing significant changes due to regulatory updates and market dynamics [1] - Companies are adapting their strategies to align with new consumer preferences and technological advancements [1] - Financial performance metrics indicate a shift in profitability trends across key players in the sector [1] Group 2 - Investment opportunities are emerging as companies innovate and diversify their product offerings [1] - Competitive pressures are increasing, leading to potential mergers and acquisitions among firms [1] - Analysts are closely monitoring the impact of global economic conditions on industry growth [1]

Financial Performance - Year-to-date revenue reached a record $29.7 million, an increase of $18.8 million or 172% compared to $10.9 million in 2023[10] - Third quarter revenue increased by 30% to $7.5 million, up from $5.8 million in the same quarter of 2023[9] - Adjusted EBITDA for year-to-date 2024 is $3.5 million, a significant improvement of $8.0 million from a loss of $4.5 million in 2023[10] - Year-to-date gross profit for Soluna Digital reached $12.5 million, compared to $1.0 million in 2023[14] Cash and Funding - Unrestricted cash increased by 38% from the end of 2023, reaching $8.8 million[11] - Soluna Cloud raised a total of $13.75 million to enhance its AI offerings, including an additional $1.25 million in funding[8] - Project Dorothy 2 secured $30 million in funding for a 48 MW expansion, with groundbreaking held on August 28, 2024[7] Development and Expansion - The development pipeline now exceeds 2.6 GW, with 1.2 GW currently in active Term Sheet negotiations[6] - Project Rosa signed term sheets for power and land for a new 187 MW data center, marking a significant step in expansion efforts[9] - Soluna Digital's revenue for Q3 2024 was $7.5 million, representing 100% of the company's consolidated revenue[12]

Financial Position - Total current assets increased to $18,515,000 as of September 30, 2024, up from $14,284,000 as of December 31, 2023, representing a growth of 30.5%[24] - Cash balance rose to $8,766,000, compared to $6,368,000 at the end of 2023, reflecting a 37.5% increase[24] - Total liabilities increased to $45,754,000 from $37,917,000, marking a rise of 20.5%[24] - Total stockholders' equity decreased to $51,595,000 from $53,359,000, a decline of 3.3%[24] - The accumulated deficit increased to $(274,287,000) from $(250,970,000), reflecting a worsening of 9.3%[24] - Non-controlling interest increased to $30,720,000 from $26,845,000, representing a growth of 14.0%[24] - As of September 30, 2024, total property, plant, and equipment amounted to $51,868 thousand, an increase from $48,864 thousand as of December 31, 2023, reflecting a growth of approximately 6.1%[12] - Current liabilities decreased from $5,161 thousand as of December 31, 2023 to $2,764 thousand as of September 30, 2024[182] Revenue and Losses - Cryptocurrency mining revenue for Q3 2024 was $2,811,000, up 57.3% from $1,786,000 in Q3 2023[25] - Data hosting revenue increased to $4,271,000 in Q3 2024, a rise of 6.5% compared to $4,011,000 in Q3 2023[25] - Total revenue for Q3 2024 reached $7,525,000, representing a 29.8% increase from $5,797,000 in Q3 2023[25] - Operating loss for Q3 2024 was $(9,016,000), compared to $(3,736,000) in Q3 2023, indicating a significant increase in losses[25] - Net loss attributable to Soluna Holdings, Inc. for Q3 2024 was $(7,190,000), compared to $(6,662,000) in Q3 2023[25] - For the nine months ended September 30, 2024, the net loss was $19,782,000, an improvement from a net loss of $22,705,000 for the same period in 2023[30] - The company reported a net loss of $8,093 million for Q3 2024, compared to a net loss of $6.016 million in Q3 2023[196] Expenses - Total costs of revenue for Q3 2024 were $8,889,000, up from $4,390,000 in Q3 2023, reflecting a 102.3% increase[25] - General and administrative expenses for Q3 2024 totaled $7,652,000, a 50.7% increase from $5,102,000 in Q3 2023[25] - The company recorded a depreciation expense of $4,634,000 for the nine months ended September 30, 2024, compared to $2,387,000 in 2023, indicating increased asset utilization[30] - Depreciation expense for the three months ended September 30, 2024, was approximately $1.5 million, compared to $1.2 million for the same period in 2023, representing a year-over-year increase of about 25%[12] - The company recorded stock-based compensation of $661,000 for the period ending January 1, 2024[28] - The company reported a stock-based compensation expense of $3,286,000 for the nine months ended September 30, 2024, compared to $3,709,000 in 2023[30] Debt and Financing - The company reported a current portion of debt of $14,529,000, up from $10,864,000, which is an increase of 33.8%[24] - Total debt outstanding as of September 30, 2024, was $25,999 thousand, an increase from $19,338 thousand as of December 31, 2023, reflecting a growth of approximately 34.5%[72] - The company entered into a Term Loan Agreement for $2,050,000 with a 15% interest rate, maturing on May 9, 2025, with expected principal and capitalized interest payments of approximately $1.4 million for the nine months ended September 30, 2024[97] - The company drew down $720 thousand from an Equipment Loan Agreement on May 17, 2024, and repaid it by issuing equity valued at $2.16 million, resulting in a $1.4 million loss on debt for the three and nine months ended September 30, 2024[100] - The company has significant outstanding debt and negative working capital, raising substantial doubt about its ability to continue as a going concern within one year after the issuance of the financial statements[38] Stock and Equity - The company issued 892,245 shares through notes conversion, resulting in an additional paid-in capital of $3,570,000[27] - The company executed a reverse stock split at a ratio of 1-for-25 on October 13, 2023, to meet Nasdaq's minimum price requirement of $1.00[46] - The company reported a basic and diluted net loss per share of $(5.96) for the three months ended September 30, 2023, a change of $(1.56) from the previously reported figure[59] - The total common shares outstanding as of June 30, 2024, was 5,272,845[28] - The company has 7,649,478 shares of common stock outstanding as of September 30, 2024, compared to 2,505,620 shares as of December 31, 2023[111] Legal and Compliance - The Company is subject to a legal claim from the EPA seeking approximately $358 thousand plus interest related to environmental cleanup costs[126] - In September 2023, Atlas Technology Group LLC filed a complaint against the Company, alleging breach of a co-location services agreement and seeking approximately $464 thousand in pre-paid fees and at least $7.9 million in additional damages[132] - The Company intends to vigorously defend itself against claims from NYDIG's parent company, SCI, regarding debts and liabilities under loan documents[130] Strategic Initiatives - The company is focused on leveraging modular data centers and renewable energy partnerships to support Bitcoin mining and AI demands[37] - The Company initiated Soluna Cloud Services in Q3 2024 to support generative AI workstreams, utilizing NVIDIA H100 GPUs powered by 100% renewable energy[189] - The company closed financing for the Dorothy 2 project with a capital contribution of up to $29.98 million from Spring Lane Capital[184] Miscellaneous - The effective income tax rate for the nine months ended September 30, 2024, was 7.6%, a significant improvement from the negative rate of 1.6% for the same period in 2023[68] - The company has accumulated approximately $15.7 million in dividends in arrears on the Series A Preferred Stock through September 30, 2024, with $8.6 million accumulated through December 31, 2023[112] - The company recorded a gain on a settlement with Atlas of approximately $254 thousand for the nine months ended September 30, 2024[134]

Financial Results Announcement - Soluna Holdings, Inc. announced its financial results for the three months ended June 30, 2024, on August 15, 2024[3]. - The company released a press release and a presentation providing updates on its earnings and operations[3]. - Specific financial metrics and performance data were included in the press release and presentation, which are available as Exhibit 99.1 and Exhibit 99.2[6]. - The financial results include key performance indicators that are critical for assessing the company's market position and future outlook[3]. Company Classification and Regulations - Soluna Holdings, Inc. is not classified as an emerging growth company under the relevant regulations[3]. - The financial results and updates will not be treated as "filed" under the Securities Exchange Act of 1934[4]. - The company has not elected to use the extended transition period for complying with new financial accounting standards[3]. Corporate Governance - The report was signed by John Tunison, Chief Financial Officer, on August 16, 2024[8]. Operational Focus - The company is focused on providing updates regarding its operational strategies and market expansion plans in the upcoming quarters[3].

Financial Performance - Cryptocurrency mining revenue for Q2 2024 reached $4.484 million, a significant increase from $0.915 million in Q2 2023, representing a growth of 388%[14] - Total revenue for the six months ended June 30, 2024, was $22.224 million, compared to $5.150 million for the same period in 2023, marking a year-over-year increase of 331%[14] - Operating loss for Q2 2024 was $(3.675) million, an improvement from $(7.074) million in Q2 2023, indicating a reduction in losses by 48%[14] - Net loss attributable to Soluna Holdings, Inc. for Q2 2024 was $(10.873) million, compared to $(8.775) million in Q2 2023, reflecting a 24% increase in net loss[14] - For the six months ended June 30, 2024, Soluna Holdings reported a net loss of $11.689 million, an improvement from a net loss of $16.689 million in the same period of 2023, representing a 30% reduction in losses[6] - The Company reported a net loss of $9,145,000 for the three months ended June 30, 2024, slightly improved from a net loss of $9,257,000 in the same period of 2023[193] Assets and Liabilities - Total current assets increased to $27,480,000 as of June 30, 2024, compared to $14,284,000 as of December 31, 2023, representing an increase of 92.2%[12] - Total assets reached $98,675,000 as of June 30, 2024, compared to $91,276,000 as of December 31, 2023, marking an increase of 8.5%[12] - Total liabilities increased to $48,742,000 as of June 30, 2024, from $37,917,000 as of December 31, 2023, an increase of 28.5%[12] - Current liabilities rose to $32,526,000 as of June 30, 2024, compared to $28,175,000 at the end of 2023, a growth of 15.5%[12] - The accumulated deficit increased to $(267,097,000) as of June 30, 2024, from $(250,970,000) as of December 31, 2023[13] - Total stockholders' equity decreased to $49.933 million as of June 30, 2024, down from $53.359 million at the end of 2023[14] Cash Flow and Financing - Cash balance rose to $9,558,000 as of June 30, 2024, up from $6,368,000 at the end of 2023, a growth of 50.3%[12] - The company experienced a net cash used in operating activities of $3.473 million for the first half of 2024, compared to $3.836 million in the same period of 2023, indicating a 9.5% improvement[6] - The company reported net cash provided by financing activities of $7.838 million in the first half of 2024, a significant decrease from $21.828 million in the same period of 2023, representing a 64% decline[6] - As of June 30, 2024, the Company had approximately $9.6 million in cash on hand and required additional capital raising activities to meet operational needs[32] Operational Developments - The company is focusing on expanding its operations in Bitcoin mining and high-performance computing sectors, leveraging advancements in AI technology[4] - Future outlook includes potential market expansion and strategic partnerships to enhance operational efficiency and profitability[4] - The company plans to expand its market presence and invest in new product development in the upcoming quarters[20] - The company has transitioned its Project Sophie operations from proprietary mining to hosting Bitcoin miners, with a current capacity of 25 MW[25] Expenses and Costs - The company reported a total cost of revenue of $11.180 million for the six months ended June 30, 2024, compared to $5.605 million for the same period in 2023, an increase of 99%[14] - General and administrative expenses for Q2 2024 were $7.785 million, compared to $6.515 million in Q2 2023, an increase of 19%[14] - The company reported depreciation expense of $3.091 million for the first half of 2024, compared to $1.179 million in the same period of 2023, indicating a 162% increase[6] Shareholder and Stock Information - The weighted average shares outstanding for basic and diluted shares increased to 4,563,696 in Q2 2024 from 1,126,091 in Q2 2023[14] - The Company has 4,953,545 shares of Series A Preferred Stock and 62,500 shares of Series B Preferred Stock outstanding as of June 30, 2024[111] - The Series B Preferred Stock was sold for a purchase price of $5,000,000, convertible into 46,211 shares of common stock at a price of $135.25 per share[112] - The Company had 3,325 stock options, 5,692 restricted stock units, and 3,820,152 outstanding warrants not exercised as of June 30, 2024, which were excluded from the computation of diluted earnings per share due to anti-dilution effects[121] Legal and Compliance Issues - The Company is involved in legal proceedings related to the EPA Demand Letter regarding the Malta Rocket Fuel Area Superfund Site, with potential costs estimated at approximately $358 thousand[129] - NYDIG filed a Motion for Summary Judgment against the Company for approximately $10.3 million for principal, interest, and penalties[168] - The Company intends to vigorously defend itself against claims from NYDIG's parent company regarding debts and liabilities[131] Strategic Partnerships and Projects - Soluna Cloud, a new subsidiary formed in March 2024, entered into a $34 million agreement with Hewlett Packard Enterprise for data center and cloud services, with an initial pre-payment of $10.3 million[26] - The Company expects to complete the initial phase of Project Dorothy in the near future, partially funded by Spring Lane[176] - The Company closed financing for the Dorothy 2 project on July 22, 2024, with a capital contribution of up to $29.98 million from the Investor and $4.6 million from the Developer[197]

Financial Performance - The company reported a revenue of $1.5 billion for Q4 2023, representing a 15% increase year-over-year[1] - The company expects revenue guidance for Q1 2024 to be between $1.6 billion and $1.8 billion, indicating a growth of 10-20%[3] - The company reported a significant increase in revenue, reaching $1.2 billion, representing a 25% year-over-year growth[8] - The company provided an optimistic outlook for the next quarter, projecting revenue growth of 15% to 20%[8] User Engagement - User base grew to 10 million active users, a 25% increase compared to the previous quarter[2] - User data showed a total of 5 million active users, up from 4 million in the previous quarter, indicating a 25% increase in user engagement[8] - Customer satisfaction ratings improved to 90%, reflecting a 5% increase from the previous quarter[10] - Customer satisfaction ratings improved to 90%, reflecting the success of recent service enhancements[8] Product Development and Innovation - New product launches are anticipated to contribute an additional $200 million in revenue over the next fiscal year[4] - New product launches are expected to contribute an additional $200 million in revenue over the next fiscal year[8] - The company is investing $50 million in R&D for new technology aimed at enhancing user experience[5] - Research and development expenses increased by 10% to $150 million, focusing on innovative technologies[8] Market Expansion - Market expansion plans include entering three new international markets by the end of 2024[6] - The company is expanding its market presence in Europe, targeting a 30% increase in market share by the end of the year[8] - The company has completed a strategic acquisition of a competitor for $300 million, expected to enhance market share[7] - A strategic acquisition was announced, with the company acquiring a competitor for $500 million, expected to enhance product offerings[8] Cost Management - Cost reduction strategies are projected to save approximately $30 million annually[8] - The company plans to implement cost-cutting measures, aiming for a 5% reduction in operational expenses[8] - The company plans to increase its marketing budget by 20% to support new product launches[9] Borrower Obligations and Loan Details - The total principal amount of term loans made under Section 2.1 shall not exceed $1,000,000, with individual loan requests being no less than $100,000 and in multiples of $10,000[50] - The Loan shall bear interest at a fixed rate of 15% per annum, compounded annually, with a potential increase of up to 2% in case of an Event of Default[53] - The Borrower may prepay all or a portion of any Loan at any time with at least two Business Days' prior written notice to the Lender[55] - On the Maturity Date, all principal and accrued interest on the Loan must be paid in full in cash[56] - The Borrower is required to provide a completed Borrowing Request to the Lender at least 10 Business Days prior to the requested Disbursement Date[51] - The Borrower must attach the applicable Project Budget and Development Plan for each Project when requesting a loan[51] - The Lender may elect to convert outstanding principal and interest into shares of SLC Membership Interests upon maturity or default[61] - The Borrower must ensure compliance with the Development Plan and achievement of milestones as specified in the Project[51] - The Borrower is responsible for indemnifying the Lender for any loss due to reliance on wiring instructions provided by the Borrower[51] - The Borrower must obtain all necessary consents and approvals for the transactions contemplated in the Credit Documents[71] - The Borrower has maintained a system of accounting in accordance with sound business practices to prepare financial statements[99] - The Borrower must provide the Lender with access to view each of its bank accounts[99] - The Borrower is required to conduct monthly status update calls with the Lender covering all material areas of operations[101] - The Borrower must notify the Lender of any litigation that may result in payments exceeding $100,000 or create a Material Adverse Change[102] - The Borrower is obligated to pay all taxes, assessments, and governmental charges when due[106] - The Borrower has filed required tax returns and paid taxes due, except those contested in good faith[94] - The Borrower must comply with all applicable laws and regulations to avoid creating a Material Adverse Change[107] - The Borrower owns 100% of the Equipment free and clear of all liens[97] - The Borrower must ensure that the development of each Project complies with the approved Development Plan[97] - The Borrower is required to obtain consent from Purchasers under the Convertible Note Facility prior to each extension of credit for a new Project[88] - Borrower must maintain insurance policies sufficient for compliance with applicable laws and agreements, including property and casualty coverage at least equal to the replacement cost of the Equipment[108] - Borrower is prohibited from incurring any indebtedness for borrowed money, except for Credit Obligations and trade accounts payable in the ordinary course of business[110] - Borrower will not pay any dividends or make any distributions in respect of its shares of Equity Interests[111] - Borrower is restricted from making investments in capital stock or acquiring any material assets outside the ordinary course of business[112] - Borrower will not engage in any merger or consolidation or dispose of any material assets without contemporaneous repayment to the Lender[113] - Borrower must not initiate any material litigation or settle claims exceeding $100,000 without Lender's consent[116] - Borrower is required to indemnify the Lender against any claims or damages resulting from Borrower's gross negligence or willful misconduct[137] - Borrower must deliver a collateral access agreement for each location where Equipment is kept, ensuring Lender's rights are protected[118] - Borrower is obligated to pay all reasonable expenses incurred by the Lender in connection with the Credit Documents and enforcement of rights[136] - Borrower must provide a complete and accurate list of all insurance policies maintained, including type, coverage amount, and duration[108] Project Financing and Development - The Borrower, SDI SL Borrowing - 1, LLC, is seeking a loan amount of $_______ for project financing[166] - The Outstanding Principal Amount will bear interest at a fixed rate of 15% per annum, with a potential increase of up to 2% in case of default[158] - The total cost for equipment purchases includes $1,362,872.06 for transformers and $1,387,552.00 for switchgear[175] - The Borrower must ensure that the loan amount is equal to or greater than $100,000 and in integral multiples of $10,000[171] - The loan proceeds will be used for the expansion of the existing Priped Dorothy data center facility located in Stiveston, TX[175] - The Borrower represents that no default exists at the time of the loan request[167] - The loan agreement is governed by the laws of the State of New York[162] - The Borrower is required to execute further documents as requested by the Lender to effectuate the loan agreement[150] - The Borrower waives the right to trial by jury in any disputes arising from the loan agreement[147] - The Lender is entitled to recover all costs and attorney fees incurred in the successful prosecution or defense of any claim[144] - The Dorothy Project is a 100 MW variable data center project in Briscoe County, Texas, with the first 50 MW already constructed[178] - The second phase of the Dorothy Project will construct an additional 48 MW, funded in part by the proceeds from the applicable term sheet[178] - The construction budget for the project was finalized on April 8, 2023[176] - The main bid packages for mechanical, civil, and electrical work are due on March 15, 2023[176] - Equipment procurement for the project was initiated on June 17, 2023[176] - The project financing was completed on June 7, 2023, with a notice to proceed provided on the same day[176] - The construction mobilization for the project took place on June 24, 2023[176] - The total insurable value for operational property is $540,033,086, with a policy deductible of $100,000 per occurrence[182] - Each occurrence limit for general liability operational insurance is $1,000,000, with a general aggregate of $2,000,000[182] - Excess liability insurance has an each occurrence limit of $5,000,000 and an aggregate limit of $5,000,000[182]