Greenidge Generation Holdings Inc.
A power-generation and digital-infrastructure company that runs a natural-gas plant on the shores of Seneca Lake in Dresden, New York. That same plant, originally built as a coal-fired station in 1937, has powered the company's own bitcoin-mining operations alongside feeding electricity to the local grid. The company went public in 2021 through a merger with Support.com, and recently rebranded from Greenidge to Vulcan Infrastructure and Power as it shifts toward powering AI and high-performance computing sites.
10-Q · Quarter ended Jun 30, 2026 · SEC filing ↗
The original filing sections are available below.
The following discussion should be read together with the audited financial statements and the related notes thereto of Vulcan Infrastructure and Power Inc. (formerly Greenidge Generation Holdings Inc.), together with its consolidated subsidiaries (“Vulcan” or the “Company”), fo…
The following discussion should be read together with the audited financial statements and the related notes thereto of Vulcan Infrastructure and Power Inc. (formerly Greenidge Generation Holdings Inc.), together with its consolidated subsidiaries (“Vulcan” or the “Company”), for the years ended December 31, 2025 and 2024 included in our Annual Report on Form 10-K and the unaudited interim financial statements and related notes thereto of the Company for the three and six months ended June 30, 2026 included elsewhere in this Quarterly Report on Form 10-Q. This discussion contains certain forward-looking statements that reflect plans, estimates and beliefs and involve numerous risks and uncertainties, including but not limited to those described in the “Risk Factors” disclosed in Item 1A to Part I of Vulcan’s Annual Report on Form 10-K for the year ended December 31, 2025 and in this Quarterly Report on Form 10-Q, and “Cautionary Statement Regarding Forward-Looking Statements” sections of this Quarterly Report on Form 10-Q. Actual results may differ materially from those contained in any forward-looking statements. For purposes of this section, “Vulcan,“ “the Company,” “we,” “us” and “our” refer to Vulcan Infrastructure and Power Inc. together with its consolidated subsidiaries. You should carefully read “Cautionary Statement Regarding Forward-Looking Statements” in this Quarterly Report on Form 10-Q. Overview We are a developer and operator of datacenters and powered assets designed to support energy-intensive computing workloads. We have historically built, maintained and operated datacenters focused on bitcoin mining, together with related power generation and electric infrastructure. We are pursuing a transition to a power and infrastructure platform focused on acquiring, developing and operating energized sites supporting AI and HPC datacenters and local electricity grids. We own and operate a vertically integrated cryptocurrency datacenter and power generation facility in Torrey, New York (the “New York Facility”), which includes a natural gas power generation plant with approximately 106 megawatt (“MW”) of nameplate capacity. We also own a 34-acre greenfield site in Columbus, Mississippi, which we expect will provide access to 40 MW of datacenter capacity by the third quarter of 2027. Additionally, we have 7.5 MW of self-mining capacity in North Dakota (the “North Dakota Facility”) through a five-year lease which provides us with energy access to support our cryptocurrency mining operations. We operated 7 MW of self-mining capacity at a facility in Mississippi prior to the sale of such facility on September 16, 2025. We generate revenue from three primary sources: (1) power and capacity, (2) datacenter hosting, and (3) cryptocurrency mining. We generate all the power we require for operations in the New York Facility, where we enjoy relatively lower market prices for natural gas due to our access to the Millennium Gas Pipeline price hub. We believe our competitive advantages include efficiently designed mining infrastructure and in-house operational expertise that we believe is capable of maintaining a higher operational uptime of miners. We are mining bitcoin and hosting bitcoin miners, which contributes to the security and transactability of the bitcoin ecosystem while concurrently supplying power to meet the increasingly growing power needs of homes and businesses in the region served by our New York Facility. Our datacenter operations consist of approximately 23,500 miners with approximately 2.7 EH/s of combined capacity for both datacenter hosting and cryptocurrency mining, of which 17,000 miners, or 1.7 EH/s, are associated with our datacenter hosting and 6,500 miners, or 1 EH/s, are associated with our cryptocurrency mining. Recent Developments Strategic Investment and PIPE Transaction On July 19, 2026, we entered into subscription agreements with MIG REF II INFR, LLC (“MIG”), Atlas GREE Investment Holdco LLC (“Atlas Holdco”), Conversant PIF Aggregator A LP (“Conversant”) and certain other investors, including certain of our officers and a director (collectively, “PIPE Investors”), in connection with a private investment in public equity financing transaction (the “PIPE Transaction”). Pursuant to the subscription agreements, we have agreed to issue and sell to such investors an aggregate of 17,146,190 shares of our Class A common stock at a purchase price of $1.71 per share (the “PIPE Shares”). In addition, we have agreed to issue to MIG a senior secured convertible promissory note in the principal amount of $10.0 million (the “MIG Convertible Note”), which is convertible into shares of our Class A common stock (the “MIG Conversion Shares”), and a three-year warrant (the “MIG Warrant”) to purchase 1,754,386 shares of our Class A common stock at an initial exercise price of $1.71 per share (the “MIG Warrant Shares” and, collectively with the PIPE Shares, the MIG Convertible Note, the MIG Conversion Shares and the MIG Warrant, the “PIPE Securities”). Subject to closing of the PIPE Transaction, we expect to receive aggregate gross proceeds of approximately $39.4 million, before deducting transaction-related expenses. 26 We intend to use the net proceeds from the PIPE Transaction primarily to redeem the remaining approximately $33.1 million in aggregate principal amount of our outstanding 8.50% Senior Notes due October 2026 (the “Senior Notes”), with any remaining net proceeds to be used for general corporate purposes, including funding the predevelopment of our operations located in Dresden, New York and Columbus, Mississippi. The foregoing does not constitute a notice of redemption with respect to the Senior Notes. The PIPE Transaction is also intended to support our ongoing transition to a power and infrastructure platform focused on acquiring, developing and operating energized sites supporting AI and HPC datacenters and local electricity grids. We believe that the participation of affiliates of Machine Investment Group, LP, Conversant Capital, LLC and Atlas Holdings LLC will provide strategic benefits to us given their respective operational and investment experience in the infrastructure and energy sectors. The closing of the PIPE Transaction is subject to the satisfaction or waiver of certain closing conditions set forth in the subscription agreements, including, among others, (i) approval for listing on Nasdaq, subject to official notice of issuance, of the PIPE Shares, MIG Conversion Shares and MIG Warrant Shares, (ii) the execution and delivery of certain ancillary agreements, including investor rights agreements with MIG and Atlas Holdco, (iii) with respect to the MIG subscription agreement, the delivery of a security agreement and other related security documents relating to collateral pledged to secure the MIG Convertible Note, including miners located at our facilities in Dresden, New York and Underwood, North Dakota, a deed of trust with respect to our powered land located in Columbus, Mississippi, a pledge of the equity interests in our entity that owns such land and subsidiary guaranties from our entities that own such collateral, and (iv) the receipt by us of aggregate gross proceeds pursuant to the subscription agreements of not less than $30.0 million. On July 19, 2026, our stockholders holding a majority of the voting power of our outstanding capital stock entitled to vote at a meeting of stockholders as of July 17, 2026, the record date, acting by written consent in lieu of a meeting of stockholders, approved the issuance of the PIPE Securities for purposes of Nasdaq Listing Rule 5635(b). The Board determined that such approval was required because the issuance of the PIPE Shares and the potential issuance of the MIG Conversion Shares and MIG Warrant Shares would result in a change of control for purposes of Nasdaq Listing Rule 5635(b). The actions approved by the stockholders pursuant to such written consent will not become effective until at least 20 calendar days following the date on which the Schedule 14C Information Statement to be filed by us with the SEC is first sent or given to our stockholders. Each subscription agreement may be terminated prior to closing by mutual written consent of the respective parties thereto, in certain circumstances involving an uncured material breach as provided therein, or if the closing of the PIPE Transaction has not occurred on or before October 10, 2026, subject to certain exceptions. In connection with the closing of the PIPE Transaction, we have agreed to enter into investor rights agreements with each of MIG and Atlas Holdco and to reconstitute our Board so that it consists of ten directors upon such closing, consisting of four directors nominated by Atlas Holdco, two independent directors identified by MIG, one independent director identified by Atlas Holdco, our Chief Executive Officer and two independent directors identified by us, one of whom, subject to the terms of the Conversant subscription agreement, will be nominated by Conversant. The directors identified by MIG, Atlas Holdco and us will be subject to the applicable independence requirements and consent rights set forth in the investor rights agreements. On the date the regulatory approvals required by the MIG subscription agreement have been obtained, we have agreed to further reconstitute our Board so that it consists of eight directors, consisting of one director nominated by MIG, one director nominated by Atlas Holdco, our Chief Executive Officer, two independent directors identified by MIG, one independent director identified by Atlas Holdco and two independent directors identified by us, one of whom, subject to the terms and conditions of the Conversant subscription agreement, will be nominated by Conversant. MIG, Atlas Holdco and Conversant will also receive continuing Board nomination rights, and MIG and Atlas Holdco will receive non-voting Board observer rights and rights to designate the members of a two-member Capital Committee of our Board, in each case subject to the applicable ownership thresholds. The PIPE Investors will receive certain participation and registration rights. MIG and Atlas Holdco will also have the right to receive certain project-level acquisition fees and/or promote incentives in connection with services provided to us relating to identifying potential powered land acquisition opportunities and prospective tenants, subject to the approvals and other limitations provided in the applicable investor rights agreement. As of the date of this Quarterly Report on Form 10-Q, the PIPE Transaction has not closed, we have not received any proceeds from the PIPE Transaction and none of the PIPE Securities have been issued. The completion of the PIPE Transaction is not assured and remains subject to the satisfaction or waiver of the applicable closing conditions. For additional information regarding the PIPE Transaction, see Note 17, “Subsequent Events — Strategic Investment and PIPE Transaction,” to our unaudited condensed consolidated financial statements. 27 Privately Negotiated Exchange Agreements On May 29 and June 1, 2026, we entered into separate privately negotiated exchange agreements (collectively, the “Exchange Agreements”), under which we issued an aggregate of 1,162,221 shares of our Class A common stock in exchange for $2.1 million aggregate principal amount of our Senior Notes, as described under Note 5, “Debt—Privately Negotiated Exchange Agreements.” The transactions were exempt from registration in reliance upon Section 3(a)(9) of the Securities Act. Exchange Offer On April 10, 2026, pursuant to the Exchange Offer, we exchanged $1.4 million in aggregate principal amount of our Senior Notes for approximately $1.5 million in aggregate principal amount of our New Notes and issued 114,890 shares of our Class A common stock, as described under Note 5, “Debt—Exchange Offer.” The transactions were exempt from registration in reliance upon Section 3(a)(9) of the Securities Act. 28 Results from Operations - Three Months Ended June 30, 2026 The following table (in thousands) sets forth key components of our results from operations and should be read in conjunction with our condensed consolidated financial statements and related notes. All comparisons below refer to the three months ended June 30, 2026 versus the three months ended June 30, 2025, unless otherwise specified. Three Months Ended June 30, Variance 2026 2025 $ % REVENUE: Datacenter hosting $ 390 $ 6,036 $ (5,646) (94) % Cryptocurrency mining 1,685 4,235 (2,550) (60) % Power and capacity 1,310 2,590 (1,280) (49) % Total revenue 3,385 12,861 (9,476) (74) % OPERATING COSTS AND EXPENSES: Cost of revenue (exclusive of depreciation and amortization) 8,169 11,851 (3,682) (31) % Selling, general and administrative 3,917 3,106 811 26 % Depreciation and amortization 1,103 3,179 (2,076) (65) % Loss (gain) on digital assets 1,063 (2,098) 3,161 (151) % Loss (gain) on sale of assets (1,227) 218 (1,445) (663) % Total operating costs and expenses 13,025 16,256 (3,231) (20) % Operating loss (9,640) (3,395) (6,245) 184 % OTHER INCOME (EXPENSE), NET: Interest expense, net (301) (758) 457 (60) % Gain on settlement of related party liability 28 — 28 N/A Other income, net 14 1 13 1300 % Total other expense, net (259) (757) 498 (66) % Loss from operations before income taxes (9,899) (4,152) (5,747) 138 % Benefit from income taxes (2) (34) 32 (94) % Net loss $ (9,897) $ (4,118) $ (5,779) 140 % Other Financial Data (a) EBITDA $ (8,495) $ (215) $ (8,280) 3851 % as a percent of revenues (251.0) % (1.7) % Adjusted EBITDA $ (6,701) $ 381 $ (7,082) (1859) % as a percent of revenues (198.0) % 3.0 % (a)Metrics under Other Financial Data are non-GAAP performance measures. A reconciliation of reported amounts to adjusted amounts can be found in the “Non-GAAP Measures and Reconciliations” section of this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”). 29 Key Metrics The following table provides a summary of key metrics related to the three months ended June 30, 2026 and 2025. Three Months Ended June 30, Variance $ in thousands, except $ per MWh and average bitcoin price 2026 2025 $ % Revenue Datacenter hosting $ 390 $ 6,036 $ (5,646) (94) % Cryptocurrency mining 1,685 4,235 (2,550) (60) % Power and capacity 1,310 2,590 (1,280) (49) % Total revenue $ 3,385 $ 12,861 $ (9,476) (74) % Components of revenue as % of total Datacenter hosting 11 % 47 % Cryptocurrency mining 50 % 33 % Power and capacity 39 % 20 % Total revenue 100 % 100 % MWh Datacenter hosting 8,957 97,284 (88,327) (91) % Cryptocurrency mining 32,712 51,235 (18,523) (36) % Power and capacity 41,333 36,017 5,316 15 % Revenue per MWh Datacenter hosting $ 44 $ 62 $ (18) (29) % Cryptocurrency mining $ 52 $ 83 $ (31) (37) % Power and capacity $ 32 $ 72 $ (40) (56) % Cost of revenue (exclusive of depreciation and amortization) Datacenter hosting $ 800 $ 6,577 $ (5,777) (88) % Cryptocurrency mining $ 2,738 $ 2,963 $ (225) (8) % Power and capacity $ 4,631 $ 2,311 $ 2,320 100 % Cost of revenue per MWh (exclusive of depreciation and amortization) Datacenter hosting $ 89 $ 68 $ 21 31 % Cryptocurrency mining $ 84 $ 58 $ 26 45 % Power and capacity $ 112 $ 64 $ 48 75 % Cryptocurrency Mining Metrics Bitcoins produced: Datacenter hosting 5 67 (62) (93) % Cryptocurrency mining 24 43 (19) (44) % Total bitcoins produced 29 110 (81) (74) % Average bitcoin price $ 71,750 $ 98,830 $ (27,080) (27) % Average active hash rate (EH/s) Company-owned miners 578,130 923,890 (345,760) (37) % Average active hash rate (EH/s) Hosted miners 120,260 1,423,930 (1,303,670) (92) % Average difficulty 134.7 T 122.6 T 12.1 T 10 % 30 Revenue At June 30, 2026, our datacenter operations consisted of approximately 23,500 miners with approximately 2.7 EH/s of combined capacity for both datacenter hosting and cryptocurrency mining, of which 17,000 miners, or 1.7 EH/s, were associated with our datacenter hosting and 6,500 miners, or 1 EH/s, were associated with our cryptocurrency mining. During the three months ended June 30, 2026, the Dresden plant was offline for approximately 35 days in order to complete the replacement of the switchgear damaged in November 2025, as well as for normal annual maintenance, upgrades and repairs. This has negatively impacted revenue as well as cost of revenue for the three-month period due to the lost power and self-mining revenue, the incremental costs incurred for repairs and higher fixed costs incurred with no revenue for the shutdown period. The Company expects that the maintenance, upgrades and repairs completed during the extended outage will support the Dresden plant’s operating reliability and uptime going forward. Power and capacity revenue Power and capacity revenue at our New York Facility is earned when we sell capacity and energy and ancillary services to the wholesale power grid managed by the New York Independent System Operator (“NYISO”). Through these sales, we earn revenue in three streams, including: (1) power revenue received based on the hourly price of power; (2) capacity revenue for committing to sell power to the NYISO when dispatched; and (3) other ancillary service revenue received as compensation for the provision of operating reserves. Our power and capacity revenue decreased by $1.3 million, or 49%, to $1.3 million during the three months ended June 30, 2026. We estimate that higher power and capacity sales volume due to increased demand caused revenue increases of approximately 21%, offset by decreases caused by selling price decreases of 3%. Additionally, power revenue was reduced by $1.7 million, which comprised 68% of the overall decrease, as a result of a non-recurring NYSEG contract pricing settlement relating to the temporary plant power configuration that occurred after the switchgear malfunction. The switchgear repairs also kept us offline for five weeks, resulting in a further reduction of revenue during the three months ended June 30, 2026. Cryptocurrency mining revenue For our cryptocurrency mining revenue, we generate revenue in the form of bitcoin by earning bitcoin as rewards and transaction fees for supporting the global bitcoin network with application-specific integrated circuit computers (“ASICs” or “miners”) owned by us. Our cryptocurrency mining revenue decreased by $2.6 million, or 60%, to $1.7 million. In the three months ended June 30, 2026 we decreased our mining capacity by 7.5 MW as compared to the prior year period as a result of the sale of the Mississippi site in September 2025. We estimate that approximately 36% of the decrease was attributable to a 10% increase in the global bitcoin mining difficulty factor, combined with a 27% decrease in the average price of bitcoin. Approximately 24% of the overall revenue decrease was attributable to a 37% decrease in self-mining hashrate due to the extended plant shutdown and the sale of the Mississippi site which contributed to 61% of the overall megawatt hours (“MWh”) decrease from the prior year period. At June 30, 2026, the miners associated with our cryptocurrency mining were comprised as follows: Vendor and Model Number of Miners Bitmain S19 400 Bitmain S19 Pro 200 Bitmain S19j Pro 100 Bitmain S19 XP 4,300 Bitmain S19 Hydro 200 Bitmain S21 Pro 600 Bitmain S21+ 550 AvalonMiner 1566-209 150 6,500 31 As of June 30, 2026, our fleet of miners ranged in age from 1.3 to 4.8 years and had an average age of approximately 2.8 years. We do not have scheduled downtime for our miners. When we have unscheduled downtime, we may from time to time replace a miner with a substitute miner in order to minimize overall fleet downtime. As of June 30, 2026, our fleet of miners ranged in efficiency from approximately 15.0 to 34.2 joules per terahash (“J/TH”) and had an average efficiency of 20.8 J/TH. The costs of cryptocurrency mining revenue were elevated during the three months ended June 30, 2026 due to costs incurrent in connection with the extended Dresden outage and the impact of reduced self-mining activity during the outage. We expect that the maintenance, upgrades and repairs completed during the extended outage will support the Dresden plant’s operating reliability and uptime going forward. Until all or a portion of Dresden capacity is deployed for an AI or HPC customer, cryptocurrency mining provides a flexible means of monetizing available power capacity during periods when prevailing input costs and other mining economics are favorable. The table below presents the average cost of mining each bitcoin for the three months ended June 30, 2026 and 2025: Cost of Mining - Analysis of Costs to Mine One Bitcoin Three Months Ended June 30, 2026 Three Months Ended June 30, 2025 Cost to mine one bitcoin(1) $ 114,083 $ 68,907 Value of each bitcoin mined(2) $ 70,208 $ 98,488 Cost to mine one bitcoin as % of value of bitcoin mined 162.5 % 70.0 % (1) Computed as cost of revenue of cryptocurrency mining divided by number of bitcoins produced from cryptocurrency mining. (2) Computed as cryptocurrency mining revenue divided by number of bitcoins produced from cryptocurrency mining. Datacenter hosting revenue Under the hosting services agreement and related orders with affiliates of NYDIG ABL LLC (collectively as in effect from time to time, the “NYDIG Hosting Agreement”), we generate revenue from a reimbursement fee that covers the cost of power and direct costs associated with management of the mining facilities, a hosting fee and a gross profit-sharing arrangement. The arrangement covers substantially all of our current mining capacity at the New York Facility. We generated revenue of $0.4 million for the three months ended June 30, 2026 and $6.0 million for the three months ended June 30, 2025. This decrease of $5.6 million was primarily due to a 91% decrease in hosting MWhs, as well as a 27% decrease in the average price of bitcoin. The decrease in hosting MWhs resulted from curtailment of the hosted miner fleet, which consisted largely of older-generation miners, as hosting economics were not favorable during the period. Cost of revenue (exclusive of depreciation and amortization) Three Months Ended June 30, Variance $ in thousands 2026 2025 $ % Datacenter hosting $ 800 $ 6,577 $ (5,777) (88) % Cryptocurrency mining 2,738 2,963 (225) (8) % Power and capacity 4,631 2,311 2,320 100 % Total cost of revenue (exclusive of depreciation and amortization) $ 8,169 $ 11,851 $ (3,682) (31) % As a percentage of total revenue 241.3 % 92.1 % Total cost of revenue, exclusive of depreciation and amortization, decreased by $3.7 million, or 31%, to $8.2 million during the three months ended June 30, 2026, compared to the prior-year period. We estimate that the decrease was driven primarily by an approximately 24% reduction attributable to lower natural gas costs, of which 57% was due to the lower usage of the plant combined with a 10% reduction in average prices, and an approximately 7% reduction attributable to a lower sales tax expense, as the second quarter of 2025 included sales tax expense resulting from a sales tax audit that did not occur in the current quarter. These decreases were offset by incremental repair and maintenance costs of $2.2 million related to the switchgear that malfunctioned in November 2025. 32 Our New York Facility allocates its cost of revenue between datacenter hosting, cryptocurrency mining and power and capacity based on their respective MWh consumption on a pro rata basis. Selling, general and administrative expenses Selling, general and administrative expenses increased by $0.8 million, or 26%, to $3.9 million for the three months ended June 30, 2026, compared to the prior-year period. The main drivers of the increase in selling, general and administrative expenses were: •An increase of approximately $0.2 million in professional fees primarily driven by an increase in legal costs related to the filing of our registration statement on Form S-3; •An increase of approximately $0.4 million due to increased business development costs related to beneficial use of CCR's during the three months ended June 30, 2026, compared to the prior-year period; and •An increase of $0.2 million increase in information technology and other corporate costs during the three months ended June 30, 2026 , compared to the prior-year period. Depreciation and amortization Depreciation and amortization expense decreased by $2.1 million, or 65%, to $1.1 million for the three months ended June 30, 2026, compared to the prior-year period, due to a lower depreciable asset base at the end of the period. Loss (gain) on digital assets We recognized a loss on digital assets of $1.1 million for the three months ended June 30, 2026, which comprised a $1.0 million unrealized loss on digital assets held in treasury as a result of a decrease in the closing price of bitcoin during the quarter and a $0.1 million realized loss on sales of bitcoin during the quarter. We recognized a gain on digital assets of $2.1 million for the three months ended June 30, 2025, which consisted of a $1.6 million unrealized gain on bitcoin held in treasury, and $0.5 million realized gain on sale of bitcoin during the quarter. Loss (gain) on sale of assets We recognized a gain on the sale of assets of $1.2 million for the three months ended June 30, 2026 as a result of selling emissions credits. We recognized a loss of $0.2 million on the sale of assets during the three months ended June 30, 2025. Operating loss As a result of the factors described above, we reported operating loss for the three months ended June 30, 2026 of $9.6 million, compared to an operating loss of $3.4 million in the three months ended June 30, 2025. Total other income (expense), net During the three months ended June 30, 2026, total other expense, net, decreased by $0.5 million, or 66%, to $0.3 million, primarily due to a decrease of approximately $0.5 million decrease in interest expense on long-term debt as a result of troubled debt restructuring. Benefit from income taxes Our effective tax rate for the three months ended June 30, 2026 and 2025 was 0% and 1%, respectively, which was lower than the statutory rate of 21% because we have a full valuation allowance on deferred tax assets. We recorded and will continue to carry a full valuation allowance against our gross deferred tax assets that will not reverse against deferred tax liabilities within the scheduled reversal period. Net loss As a result of the factors described above, we recognized a net loss of $9.9 million for the three months ended June 30, 2026, compared to a net loss of $4.1 million for the three months ended June 30, 2025. 33 Non-GAAP Measures and Reconciliations The following non-GAAP measures are intended to supplement investors’ understanding of our financial information by providing measures which investors, financial analysts and management use to help evaluate our operating performance. Items which we do not believe to be indicative of ongoing business trends are excluded from these calculations so that investors can better evaluate and analyze historical and future business trends on a consistent basis. Definitions of these non-GAAP measures may not be comparable to similar definitions used by other similarly titled measures computed by other companies, because all companies may not calculate these non-GAAP financial measures in the same fashion. These results should be considered in addition to, not as a substitute for, results reported in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”). EBITDA (loss) and Adjusted EBITDA (loss) “EBITDA” is defined as earnings before taxes, interest, and depreciation and amortization. “Adjusted EBITDA” is defined as EBITDA adjusted for stock-based compensation and other special items determined by management, including, but not limited to gains or losses on sales of assets, settlements of related party liabilities, contract pricing settlements and switchgear repairs, as they are not indicative of business operations. EBITDA and Adjusted EBITDA are intended as supplemental measure of our performance that is neither required by, nor presented in accordance with, U.S. GAAP. Management believes that the use of EBITDA and Adjusted EBITDA provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing our financial measures with those of comparable companies, which may present similar non-GAAP financial measures to investors. However, you should be aware that when evaluating EBITDA and Adjusted EBITDA, we may incur future expenses similar to those excluded when calculating these measures. In addition, our presentation of these measures should not be construed as an inference that its future results will be unaffected by unusual or non-recurring items. Because of these limitations, EBITDA and Adjusted EBITDA should not be considered in isolation or as a substitute for performance measures calculated in accordance with U.S. GAAP. We compensate for these limitations by relying primarily on our U.S. GAAP results and using EBITDA and Adjusted EBITDA on a supplemental basis. You should review the reconciliations of Net income (loss) to EBITDA and Adjusted EBITDA below and not rely on any single financial measure to evaluate our business. The reported amounts in the table below are from our unaudited condensed consolidated statements of operations and comprehensive loss in our unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q. Adjusted Free Cash Flow "Adjusted Free Cash Flow” is defined as net cash flow provided by (used for) operating activities less purchases of and deposits for property and equipment, which is then adjusted to add revenue from digital assets production and remove proceeds from the sale of digital assets already included in operating activities. Digital assets (i.e., bitcoin) generated from mining are treated as an adjustment to reconcile net income (loss) to cash used in operating activities in the GAAP financial statements. This Adjusted Free Cash Flow measure approximates our cash flow as if such digital assets, which are highly liquid, continued to be liquidated at the time of receipt, and presented within operating activities, instead of being presented within investing activities as a result of our bitcoin retention strategy. Adjusted Free Cash Flow is not intended to be a measure of residual cash available for management’s discretionary use since it omits significant sources and uses of cash flow, including, without limitation, mandatory debt repayments and realized and unrealized gains (losses) on digital assets. Total Debt and Net Debt “Total Debt” differs from the GAAP measure of total long-term debt as it represents the aggregate outstanding principal indebtedness under our 8.50% Senior Notes due 2026 and 10.00% Senior Notes due 2030, excluding adjustments for unamortized discounts, premiums, and issuance costs that are netted against the principal under GAAP to arrive at the carrying value. “Net Debt” is defined as Total Debt less cash and cash equivalents (including restricted cash) and digital assets. The most directly comparable GAAP financial measure to Total Debt and Net Debt is total long-term debt (including the current portion), which is reported at amortized cost on our condensed consolidated balance sheet in accordance with U.S. GAAP (ASC 470-60). 34 Three Months Ended June 30, Variance 2026 2025 $ % EBITDA and Adjusted EBITDA Net loss from operations $ (9,897) $ (4,118) $ (5,779) 140 % Benefit from income taxes (2) (34) 32 (94) % Interest expense, net 301 758 (457) (60) % Depreciation and amortization 1,103 3,179 (2,076) (65) % EBITDA (8,495) (215) (8,280) 3851 % Stock-based compensation 403 378 25 7 % Loss (gain) on sale of assets (1,227) 218 (1,445) (663) % Gain on settlement of related party liability (28) — (28) N/A Contract pricing settlements 1,732 — 1,732 N/A Switchgear repairs 914 — 914 N/A Adjusted EBITDA $ (6,701) $ 381 $ (7,082) (1859) % Three Months Ended June 30, Variance 2026 2025 $ % Adjusted Free Cash Flow Net cash flow used for operating activities $ (4,341) $ (4,797) $ 456 (10) % Revenues from digital assets production 1,685 4,235 (2,550) (60) % Purchases of and deposits for property and equipment — (1,558) 1,558 (100) % Adjusted Free Cash Flow $ (2,656) $ (2,120) $ (536) 25 % As of June 30, As of December 31, Variance 2026 2025 $ % Net Debt 8.50% Senior Notes due 2026 $ 33,138 $ 36,664 $ (3,526) (10) % 10.0% Senior Notes due 2030 3,740 2,280 1,460 64 % Total Debt 36,878 38,944 (2,066) (5) % Less: Cash and cash equivalents (3,197) (19,572) 16,375 (84) % Digital assets (6,027) (6,477) 450 (7) % Net Debt $ 27,654 $ 12,895 $ 14,759 114 % Revenue per MWh for datacenter hosting, cryptocurrency mining and power and capacity are used by management to consider the extent to which we may generate electricity to either produce cryptocurrency or sell power to the New York wholesale power market. Cost of revenue (excluding depreciation and amortization) per MWh represents a measure of the cost of natural gas, emissions credits, payroll and benefits and other direct production costs associated with the MWhs produced to generate the respective revenue category for each MWh utilized. Depreciation and amortization expense is excluded from the cost of revenue (exclusive of depreciation and amortization) per MWh metric; therefore, not all cost of revenues for datacenter hosting, cryptocurrency mining and power and capacity are fully reflected. To the extent any other cryptocurrency datacenters are public or may go public, the cost of revenue (exclusive of depreciation and amortization) per MWh metric may not be comparable because some competitors may include depreciation and amortization in their cost of revenue figures. 35 Results from Operations - Six Months Ended June 30, 2026 The following table (in thousands) sets forth key components of our results from operations and should be read in conjunction with our condensed consolidated financial statements and related notes. All comparisons below refer to the six months ended June 30, 2026 versus the six months ended June 30, 2025, unless otherwise specified. Six Months Ended June 30, Variance 2026 2025 $ % REVENUE: Datacenter hosting $ 756 $ 11,865 $ (11,109) (94) % Cryptocurrency mining 3,487 8,461 (4,974) (59) % Power and capacity 19,976 11,777 8,199 70 % Total revenue 24,219 32,103 (7,884) (25) % OPERATING COSTS AND EXPENSES: Cost of revenue (exclusive of depreciation and amortization) 25,297 26,849 (1,552) (6) % Depreciation and amortization 3,764 6,310 (2,546) (40) % Selling, general and administrative 7,830 5,882 1,948 33 % Loss (gain) on digital assets 2,684 (1,110) 3,794 (342) % Loss (gain) on sale of assets (1,165) 355 (1,520) (428) % Gain on insurance proceeds — (399) 399 (100) % Total operating costs and expenses 38,410 37,887 523 1 % Operating loss (14,191) (5,784) (8,407) 145 % OTHER INCOME (EXPENSE), NET: Interest expense, net (468) (3,613) 3,145 (87) % Loss on liquidation of subsidiary — (348) 348 (100) % Gain on settlement of related party liability 65 — 65 N/A Other income, net 111 19 92 484 % Total other expense, net (292) (3,942) 3,650 (93) % Loss from operations before income taxes (14,483) (9,726) (4,757) 49 % Benefit from income taxes (2) (44) 42 (95) % Net loss from operations $ (14,481) $ (9,682) $ (4,799) 50 % Other Financial Data (a) EBITDA $ (10,251) $ 197 $ (10,448) (5304) % as a percent of revenues (42.3) % 0.6 % Adjusted EBITDA $ (6,565) $ 1,422 $ (7,987) (562) % as a percent of revenues (27.1) % 4.4 % (a)Metrics under Other Financial Data are non-GAAP performance measures. A reconciliation of reported amounts to adjusted amounts can be found in the “Non-GAAP Measures and Reconciliations” section of this MD&A. 36 Key Metrics The following table provides a summary of key metrics related to the six months ended June 30, 2026 and 2025. Six Months Ended June 30, Variance $ in thousands, except $ per MWh and average bitcoin price 2026 2025 $ % Revenue Datacenter hosting $ 756 $ 11,865 $ (11,109) (94) % Cryptocurrency mining 3,487 8,461 (4,974) (59) % Power and capacity 19,976 11,777 8,199 70 % Total revenue $ 24,219 $ 32,103 $ (7,884) (25) % Components of revenue as % of total Datacenter hosting 3 % 37 % Cryptocurrency mining 14 % 26 % Power and capacity 83 % 37 % Total revenue 100 % 100 % MWh Datacenter hosting 17,020 181,903 (164,883) (91) % Cryptocurrency mining 71,259 93,457 (22,198) (24) % Power and capacity 171,974 113,909 58,065 51 % Revenue per MWh Datacenter hosting $ 44 $ 65 $ (21) (32) % Cryptocurrency mining $ 49 $ 91 $ (42) (46) % Power and capacity $ 116 $ 103 $ 13 13 % Cost of revenue (exclusive of depreciation and amortization) Datacenter hosting $ 1,680 $ 12,768 $ (11,088) (87) % Cryptocurrency mining $ 5,980 $ 6,045 $ (65) (1) % Power and capacity $ 17,637 $ 8,036 $ 9,601 119 % Cost of revenue per MWh (exclusive of depreciation and amortization) Datacenter hosting $ 99 $ 70 $ 29 41 % Cryptocurrency mining $ 84 $ 65 $ 19 29 % Power and capacity $ 103 $ 71 $ 32 45 % Cryptocurrency Mining Metrics Bitcoins produced: Datacenter hosting 9 134 (125) (93) % Cryptocurrency mining 48 88 (40) (46) % Total bitcoins produced 57 222 (165) (75) % Average bitcoin price $ 74,222 $ 96,154 $ (21,932) (23) % Average active hash rate (EH/s) Company-owned miners 588,120 905,130 (317,010) (35) % Average active hash rate (EH/s) Hosted miners 111,970 1,358,580 (1,246,610) (92) % Average difficulty 137.8 T 116.9 T 20.9 T 18 % 37 Revenue During the six months ended June 30, 2026, we increased power and capacity MWhs due to favorable power and capacity economics, while reducing MWhs dedicated to hosting services. At June 30, 2026, our datacenter operations consisted of approximately 23,500 miners with approximately 2.7 EH/s of combined capacity for both datacenter hosting and cryptocurrency mining, of which 17,000 miners, or 1.7 EH/s, were associated with our datacenter hosting and 6,500 miners, or 1 EH/s, were associated with our cryptocurrency mining. During the six months ended June 30, 2026, the Dresden plant was off-line for approximately 35 days in order to complete the replacement of the switchgear damaged in November 2025, as well as for normal annual maintenance, upgrades and repairs. This has negatively impacted revenue as well as cost of revenue for the 6-month period due to the lost power and self-mining sales, the incremental costs incurred for repairs and higher fixed costs incurred with no revenue for the shutdown period. Power and capacity revenue Power and capacity revenue at our New York Facility is earned when we sell capacity and energy and ancillary services to the wholesale power grid managed by the New York Independent System Operator (“NYISO”). Through these sales, we earn revenue in three streams, including: (1) power revenue received based on the hourly price of power; (2) capacity revenue for committing to sell power to the NYISO when dispatched; and (3) other ancillary service revenue received as compensation for the provision of operating reserves. Our power and capacity revenue increased $8.2 million, or 70%, to $20.0 million during the six months ended June 30, 2026. We estimate higher average power and capacity prices and higher power and capacity sales volume caused revenue increases of approximately 54% and 31%, respectively, as compared to the prior period. The increases in power revenue were partially offset by $1.7m, or 15% , as a result of a non-recurring NYSEG contract pricing settlement relating to the temporary plant power configuration that occurred after the switchgear malfunction. The switchgear repairs also kept us offline for five weeks, resulting in a further reduction of revenue during the six months ended June 30, 2026. Cryptocurrency mining revenue For our cryptocurrency mining revenue, we generate revenue in the form of bitcoin by earning bitcoin as rewards and transaction fees for supporting the global bitcoin network with ASICs owned or leased by us. Our cryptocurrency mining revenue decreased by $5.0 million, or 59%, to $3.5 million. In the six months ended June 30, 2026 we decreased our mining capacity by 7.5 MW as compared to the prior year period as a result of the sale of the Mississippi site in September 2025. We estimate that approximately 37% of the decrease was attributable to an 18% increase in the global bitcoin mining difficulty factor, combined with a 23% decrease in the average price of bitcoin. Approximately 22% of the overall revenue decrease was attributable to a 35% decrease in self-mining hashrate due to the extended plant shutdown and the sale of the Mississippi site which contributed to 92% of the overall MWh decrease from the prior year period. At June 30, 2026, the miners associated with our cryptocurrency mining were comprised as follows: Vendor and Model Number of Miners Bitmain S19 400 Bitmain S19 Pro 200 Bitmain S19j Pro 100 Bitmain S19 XP 4,300 Bitmain S19 Hydro 200 Bitmain S21 Pro 600 Bitmain S21+ 550 AvalonMiner 1566-209 150 6,500 As of June 30, 2026, our fleet of miners ranged in age from 1.3 to 4.8 years and had an average age of approximately 2.8 years. We do not have scheduled downtime for our miners. When we have unscheduled downtime, we may from time to 38 time replace a miner with a substitute miner in order to minimize overall fleet downtime. As of June 30, 2026, our fleet of miners ranged in efficiency from approximately 15.0 to 34.2 joules per terahash (“J/TH”) and had an average efficiency of 20.8 J/TH. The table below presents the average cost of mining each bitcoin for the six months ended June 30, 2026 and 2025: Cost of Mining - Analysis of Costs to Mine One Bitcoin Six Months Ended June 30, 2026 Six Months Ended June 30, 2025 Cost to mine one bitcoin(1) $ 124,583 $ 68,693 Value of each bitcoin mined(2) $ 72,646 $ 96,148 Cost to mine one bitcoin as % of value of bitcoin mined 171.5 % 71.4 % (1) Computed as cost of revenue of cryptocurrency mining divided by number of bitcoins produced from cryptocurrency mining. (2) Computed as cryptocurrency mining revenue divided by number of bitcoins produced from cryptocurrency mining. Datacenter hosting revenue Under the hosting services agreement and related orders with affiliates of NYDIG ABL LLC (collectively as in effect from time to time, the “NYDIG Hosting Agreement”), we generate revenue from a reimbursement fee that covers the cost of power and direct costs associated with management of the mining facilities, a hosting fee and a gross profit-sharing arrangement. The arrangement covers substantially all of our current mining capacity at the New York Facility. We generated revenue of $0.8 million for the six months ended June 30, 2026 and $11.9 million for the six months ended June 30, 2025. This decrease of $11.1 million was primarily due to a 91% decrease in hosting MWhs, as well as an 18% increase in average difficulty and a 23% decrease in the average price of bitcoin. The decrease in hosting MWhs resulted from increased curtailment of the hosted miner fleet, which consisted largely of older-generation miners, as hosting economics became less favorable during the period. Cost of revenue (exclusive of depreciation and amortization) Six Months Ended June 30, Variance $ in thousands 2026 2025 $ % Datacenter hosting $ 1,680 $ 12,768 $ (11,088) (87) % Cryptocurrency mining 5,980 6,045 (65) (1) % Power and capacity 17,637 8,036 9,601 119 % Total cost of revenue (exclusive of depreciation and amortization) $ 25,297 $ 26,849 $ (1,552) (6) % As a percentage of total revenue 104.5 % 83.6 % Total cost of revenue, exclusive of depreciation, decreased $1.6 million, or 6%, to $25.3 million during the six months ended June 30, 2026, compared to the prior-year period. We estimate that the decrease was driven primarily by an approximately 4% reduction attributable to lower natural gas costs, primarily due to 35% lower gas volumes, and a 2% reduction attributable to lower emissions costs, primarily due to lower emissions volumes. These decreases were partially offset by non-recurring repair costs of $2.2 million related to the switchgear that malfunctioned in November 2025. Our New York Facility allocates its cost of revenue between datacenter hosting, cryptocurrency mining and power and capacity based on their respective MWh consumption on a pro rata basis. Selling, general and administrative expenses Selling, general and administrative expenses increased $1.9 million, or 33%, to $7.8 million for the six months ended June 30, 2026, compared to the prior-year period. The main drivers of the increase in selling, general and administrative expenses were: •An increase of approximately $0.7 million in professional fees primarily driven by an increase in legal costs related to the filing of our registration statement on Form S-3; 39 •An increase of approximately $0.4 million in payroll and benefits expense and $0.2 million in stock-based compensation expense in the six months ended June 30, 2026, compared to the prior-year period, as a result of increases in employee expenses related to the corporate overhead costs and an increase in discretionary incentive compensation; and •An increase of approximately $0.5 million due to increased business development costs related to beneficial use of CCR's and $0.1 in other expenses incurred during the six months ended June 30, 2026, compared to the prior-year period. Depreciation Depreciation expense decreased $2.5 million, or 40%, to $3.8 million for the six months ended June 30, 2026, compared to the prior-year period, due to a lower depreciable asset base at the end of the period. Gain (loss) on digital assets We recognized a loss on digital assets of $2.7 million for the six months ended June 30, 2026 as a result of a decrease in the price of bitcoin during the six months ended June 30, 2026, which comprised a $2.6 million unrealized loss on digital assets held in treasury and a $0.1 million realized loss on sales of bitcoin during the period. There was a $0.4 million unrealized gain on digital assets and a $0.7 million realized gain on sales of bitcoin during the six months ended June 30, 2025. Loss (gain) on sale of assets We recognized a gain on the sale of assets of $1.2 million for the six months ended June 30, 2026, which was primarily a result of selling emissions credits. During the six months ended June 30, 2025, we recognized a $0.4 million loss on the sale of assets. Operating loss from operations As a result of the factors described above, we reported an operating loss for the six months ended June 30, 2026 of $14.2 million, compared to an operating loss of $5.8 million in the six months ended June 30, 2025. Total other income (expense), net During the six months ended June 30, 2026, we incurred a decrease of $3.7 million, or 93%, to $0.3 million of other expense, primarily due to a decrease of approximately $1.9 million in interest expense on long-term debt as a result of troubled debt restructuring, a decrease of approximately $1.3 million in interest expense as a result of the extension payment in connection to the equity interest payment and a decrease of approximately $0.3 million as a result of a loss on liquidation of subsidiary in the prior year. Benefit from income taxes Our effective tax rate for the six months ended June 30, 2026 and 2025 was 0% and 0%, respectively, which was lower than the statutory rate of 21% because we have a full valuation allowance on deferred tax assets and tax refunds related to prior tax years received during the six months ended June 30, 2026, and an adjustment for the New York State income tax receivable upon completion of the 2023 tax return. We recorded and will continue to carry a full valuation allowance against our gross deferred tax assets that will not reverse against deferred tax liabilities within the scheduled reversal period. Net loss As a result of the factors described above, we recognized a net loss of $14.5 million for the six months ended June 30, 2026, compared to a net loss of $9.7 million for the six months ended June 30, 2025. 40 Non-GAAP Measures and Reconciliations Six Months Ended June 30, Variance 2026 2025 $ % EBITDA and Adjusted EBITDA Net loss from operations $ (14,481) $ (9,682) $ (4,799) 50 % Benefit from income taxes (2) (44) 42 (95) % Interest expense, net 468 3,613 (3,145) (87) % Depreciation and amortization 3,764 6,310 (2,546) (40) % EBITDA (10,251) 197 (10,448) (5304) % Stock-based compensation 1,112 921 191 21 % (Gain) loss on sale of assets (1,165) 355 (1,520) (428) % Gain on insurance proceeds — (399) 399 (100) % Loss on liquidation of subsidiary — 348 (348) (100) % Gain on settlement of related party liability (65) — (65) N/A Contract pricing settlements 1,732 — 1,732 N/A Switchgear repairs 2,072 — 2,072 N/A Adjusted EBITDA $ (6,565) $ 1,422 $ (7,987) (562) % Six Months Ended June 30, Variance 2026 2025 $ % Adjusted Free Cash Flow Net cash flow used for operating activities $ (15,744) $ (10,523) $ (5,221) 50 % Revenues from digital assets production 3,487 8,461 (4,974) (59) % Purchases of and deposits for property and equipment (168) (2,460) 2,292 (93) % Adjusted Free Cash Flow $ (12,425) $ (4,522) $ (7,903) 175 % Revenue per MWh for datacenter hosting, cryptocurrency mining and power and capacity are used by management to consider the extent to which we may generate electricity to either produce cryptocurrency or sell power to the New York wholesale power market. Cost of revenue (excluding depreciation) per MWh represents a measure of the cost of natural gas, emissions credits, payroll and benefits and other direct production costs associated with the MWhs produced to generate the respective revenue category for each MWh utilized. Depreciation expense is excluded from the cost of revenue (exclusive of depreciation) per MWh metric; therefore, not all cost of revenues for datacenter hosting, cryptocurrency mining and power and capacity are fully reflected. To the extent any other cryptocurrency datacenters are public or may go public, the cost of revenue (exclusive of depreciation) per MWh metric may not be comparable because some competitors may include depreciation in their cost of revenue figures. Liquidity and Capital Resources The Company has historically incurred operating losses and negative cash flows from operations. At June 30, 2026, the Company had cash of $3.2 million, digital assets of $6.0 million and accounts payable and accrued expenses of $5.7 million, while also having an aggregate of $34.9 million of principal indebtedness and contractual interest payments due over the next 12 months, including the remaining $33.1 million in aggregate principal amount of the Company’s 8.50% Senior Notes due in October 2026 (the “Senior Notes”), which mature on October 31, 2026 (see Note 5, “Debt”). To date, we have primarily relied on debt and equity financing to fund our operations, including meeting ongoing working capital needs. The Company’s projected operating cash flows are not sufficient to meet the existing debt obligations and the potential inability to meet this debt service obligation raises substantial doubt as to the Company’s ability to continue as a going concern for a period of at least one year from the date of issuance of the condensed consolidated financial statements. . 41 In an effort to alleviate these conditions, management has taken certain actions to improve the Company’s liquidity, including, among other things, the sale of its assets and entering into privately negotiated exchange agreements and public tender/exchange offers to reduce debt (see Note 5, “Debt” and Note 9, “Stockholders' Deficit”). Further, on July 19, 2026, we entered into subscription agreements with the PIPE Investors in connection with the PIPE Transaction. Pursuant to the subscription agreements, and subject to the satisfaction or waiver of the applicable closing conditions, we have agreed to issue and sell an aggregate of 17,146,190 PIPE Shares at a purchase price of $1.71 per share. We have also agreed to issue to MIG the MIG Convertible Note in the principal amount of $10.0 million, which is convertible into the MIG Conversion Shares, and the MIG Warrant to purchase 1,754,386 MIG Warrant Shares at an initial exercise price of $1.71 per share. Subject to closing of the PIPE Transaction, we expect to receive aggregate gross proceeds of approximately $39.4 million, before deducting transaction-related expenses. We intend to use the net proceeds primarily to redeem the remaining approximately $33.1 million in aggregate principal amount of our outstanding Senior Notes, with any remaining net proceeds to be used for general corporate purposes, including funding the predevelopment of our operations located in Dresden, New York and Columbus, Mississippi The PIPE Transaction remains subject to closing conditions, and a summary of the terms of the PIPE Transaction is disclosed in Note 17, “Subsequent Events,” of our unaudited condensed consolidated financial statements. As of the date these unaudited condensed consolidated financial statements were issued, the PIPE Transaction had not closed, the Company had not received any proceeds from the PIPE Transaction and none of the PIPE Securities had been issued. There can be no assurance that the PIPE Transaction will be completed on the anticipated terms or at all, however management believes that the closing of the transaction is probable to occur within the next twelve months. After considering management’s plans to mitigate these conditions, including our existing cash and cash equivalents, digital assets, cash generated from operations and the proceeds from the PIPE transaction expected to be received upon closing, the Company believes this substantial doubt has been alleviated and it has sufficient liquidity to continue as a going concern for the next twelve months. Our operating cash flows are dependent on energy pricing and demand in the New York market and bitcoin mining economics commonly measured by hashprice. In addition, increases in the costs of electricity, natural gas, and emissions credits adversely affect us by increasing operating costs. Depending on our assumptions regarding the energy price inputs and bitcoin hashprice, the estimates of the amounts of required liquidity vary significantly. There can be no assurance that our assumptions used to estimate liquidity requirements and future cash burn rates will be correct, and the ability to be predictive is uncertain due to the limited ability to predict future energy and bitcoin prices. Additionally, our ability to achieve projected cash flows depends on our ability to obtain and comply with required permits and licenses, including the Title V Air Permit for the New York Facility. While this permit is subject to the Stipulation, it may still face legal challenges from third-party environmental groups (see Note 10, “Commitments and Contingencies,” of our unaudited condensed consolidated financial statements), which may have an adverse impact on our operations and our ability to meet cash flow forecasts. Contractual Obligations and Commitments The following table summarizes our contractual obligations and other commitments at June 30, 2026, and the years in which these obligations are due: $ in thousands Total 2026 2027-2028 2029-2030 Thereafter Debt payments $ 39,783 $ 34,734 $ 748 $ 4,301 $ — Leases 117 19 78 20 — Self-mining capacity obligation 10,583 1,938 7,697 948 — Environmental obligations 31,032 — 9,311 13,425 8,296 Natural gas transportation 8,058 948 3,792 3,318 — Total $ 89,573 $ 37,639 $ 21,626 $ 22,012 $ 8,296 42 The debt payments included in the table above include the principal and interest amounts due. The lease payments include fixed monthly rental payments and exclude any variable payments. Self-mining capacity obligation is based on minimum power usage required at the North Dakota Facility. Environmental obligations are based on estimates subject to various assumptions including, but not limited to, closure and post-closure cost estimates, timing of expenditures, escalation factors, and requirements of granted permits. Additional adjustments to the environmental liability may occur periodically due to potential changes in remediation requirements regarding coal combustion residuals which may lead to material changes in estimates and assumptions. Summary of Cash Flow The following table provides information about our net cash flow for the six months ended June 30, 2026 and 2025. Six Months Ended June 30, $ in thousands 2026 2025 Net cash flow used for operating activities $ (15,744) $ (10,523) Net cash flow provided by investing activities 1,150 7,894 Net cash flow used for financing activities (1,781) (2,593) Net change in cash and cash equivalents (16,375) (5,222) Cash and cash equivalents at beginning of period 19,572 8,619 Cash and cash equivalents at end of period $ 3,197 $ 3,397 Operating Activities Net cash used for operating activities was $15.7 million for the six months ended June 30, 2026, compared to net cash used of $10.5 million for the six months ended June 30, 2025. The variance in the operating cash flow during the first six months of 2026 as compared to 2025 was driven primarily by an increase in the purchase of additional Regional Greenhouse Gas Initiative (“RGGI”) credits during the first quarter of 2026 to reduce the net liability related to the three-year control period ending December 31, 2026 and an increase in net loss as compared to the prior period. This was partially offset by the sale of RRGI credits in the second quarter of 2026 and changes in non-cash adjustments, including stock-based compensation, loss on digital assets due to fluctuations in the price of bitcoin and revenues from digital assets production due to more profitable power and capacity operations. Investing Activities Net cash provided by investing activities was $1.2 million for the six months ended June 30, 2026, compared to net cash provided by investing activities of $7.9 million for the six months ended June 30, 2025. The variance was primarily driven by a decrease in proceeds from the sale of bitcoin of $8.0 million in the prior period, a decrease in proceeds from the sale of long-lived assets of $0.7 million, insurance proceeds received of $0.4 million in the prior period on miners damaged as a result of a severe weather event and a decrease in purchase of and deposits for property and equipment of $2.3 million. Financing Activities There was $1.8 million net cash used for financing activities for the six months ended June 30, 2026, compared to $2.6 million used for financing activities for the six months ended June 30, 2025. The variance was a result of the Company making higher cash payments in the prior period, compared to the current period, in connection to the privately negotiated exchanges agreements, as well as the payment of payroll taxes on net settled equity awards during the current period. Financing Arrangements See Note 5, “Debt,” and Note 9, “Stockholders’ Deficit,” in the notes to our unaudited condensed consolidated financial statements for further details regarding our financing arrangements. 43 Critical Accounting Policies and Estimates The most significant accounting estimates involve a high degree of judgment or complexity. Management believes the estimates and judgments most critical to the preparation of our condensed consolidated financial statements and to the understanding of our reported financial results include those made in connection with our environmental obligations and the valuation of long-lived assets. There were no adjustments to the environmental liabilities or triggering events indicating impairment of long-lived asset during the six months ended June 30, 2026. Management evaluates its policies and assumptions on an ongoing basis. Our significant accounting policies related to these accounts in the preparation of our condensed consolidated financial statements are described in Note 2, “Summary of Significant Accounting Policies” in our Annual Report on Form 10-K for the year ended December 31, 2025. As described in Note 2, “Summary of Significant Accounting Policies” in Part I, Item 1 herein, there have been no material changes to our significant accounting policies for the three months ended June 30, 2026, other than the change in useful lives of our miner facility infrastructure described in Note 4, "Property and Equipment, Net". Off-Balance Sheet Arrangements None. Emerging Growth Company Status We qualify as an “emerging growth company” under the Jumpstart our Business Startups Act (“JOBS Act”). As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to: •have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; •comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis); •submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay,” “say-on-frequency” and pay ratio; and •disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards. We will remain an “emerging growth company” for up to five years from our first sale of common stock pursuant to an effective Securities Act registration statement in 2021 (or September 15, 2026), or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1.235 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our Class A common stock that are held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period. Consequently, we will be required to provide the additional disclosures from which we are currently exempt beginning in 2027. 44
From time to time, we may become involved in various lawsuits and legal proceedings that arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in such matters may arise and harm our business. We are currently no…
From time to time, we may become involved in various lawsuits and legal proceedings that arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in such matters may arise and harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results, other than as described below. For information on legal proceedings, refer to Note 10, “Commitments and Contingencies—Legal Matters,” including, without limitation, the subsections titled “Title V Air Permit Renewal Litigation and Stipulation of Settlement,” “NYDIG Arbitration” and “Mississippi Warehouse Property Sale and Related Litigation” in our unaudited condensed consolidated financial statements included elsewhere in this report.
Read original filing text →In evaluating our company and our business, you should carefully consider the risks and uncertainties described in Part I, Item 1A, “Risk Factors” in our most recent Annual Report on Form 10-K together with updates to those risk factors or new risk factors contained in this Quar…
In evaluating our company and our business, you should carefully consider the risks and uncertainties described in Part I, Item 1A, “Risk Factors” in our most recent Annual Report on Form 10-K together with updates to those risk factors or new risk factors contained in this Quarterly Report on Form 10-Q below and any other information in this Quarterly Report on Form 10-Q, including our condensed consolidated financial statements and the related notes and in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may have a material adverse effect on our business, reputation, revenue, financial condition, results of operations and future prospects, in which case the market price of our common stock could decline. Unless otherwise indicated, reference in this section and elsewhere in this Quarterly Report on Form 10-Q to our business being adversely affected, negatively impacted or harmed will include an adverse effect on, or a negative impact or harm to, our business, reputation, financial condition, results of operations, revenue and our future prospects. The material and other risks and uncertainties included in our Annual Report on Form 10-K, summarized above in this Quarterly Report on Form 10-Q and described below are not intended to be exhaustive and are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. This Quarterly Report on Form 10-Q also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of a number of factors, including the risks described below. Certain statements in the Risk Factors below are forward-looking statements. See the section titled “Cautionary Statement Regarding Forward-Looking Statements.” Our business is subject to numerous risks and uncertainties, which illuminate challenges that we face in connection with the successful implementation of our strategy and the growth of our business. Our business, prospects, financial condition or operating results could be harmed by any of these risks, as well as other risks not currently known to us or that we currently consider immaterial. There have been no material changes to the risk factors identified in our most recent Annual Report on Form 10-K, other than as set forth below. If we are unable to complete the PIPE Transaction, we may not have sufficient resources to repay our Senior Notes upon their maturity in October 2026, which could materially and adversely affect our financial condition and our ability to continue as a going concern. On July 19, 2026, we entered into subscription agreements for the PIPE Transaction, which is expected to provide us with aggregate gross proceeds of approximately $39.4 million. Subject to closing of the PIPE Transaction, we intend to use the net proceeds from the PIPE Transaction to redeem the remaining approximately $33.1 million in aggregate principal amount of our outstanding Senior Notes, with any remaining net proceeds to be used for general corporate purposes, including funding the predevelopment of our operations located in Dresden, New York and Columbus, Mississippi. The PIPE Transaction has not closed, and we have not received any proceeds from the PIPE Transaction. The closing of the PIPE Transaction is subject to the satisfaction or waiver of a number of conditions, including Nasdaq listing approval for the PIPE Shares, MIG Conversion Shares and MIG Warrant Shares, execution and delivery of the investor rights agreements and other ancillary agreements, delivery of the security agreements, subsidiary guaranties and other collateral documents relating to the MIG Convertible Note, and our receipt of aggregate gross proceeds of not less than $30.0 million. In addition, although our stockholders holding a majority of the voting power of our then-outstanding capital stock approved the PIPE Issuance on July 19, 2026, such approval will not become effective until at least 20 calendar days after our Definitive Information Statement on Schedule 14C is first sent or given to our stockholders after 46 we file it with the SEC. Certain of these conditions are outside our control, and we cannot assure you that they will be satisfied or waived in a timely manner or at all. Each subscription agreement may be terminated prior to closing by mutual written consent of the respective parties thereto, in certain circumstances involving an uncured material breach as provided therein, or if the PIPE Transaction has not closed by October 10, 2026, subject to certain exceptions. The Senior Notes mature on October 31, 2026. Accordingly, if the PIPE Transaction is not completed by October 10, 2026, or is otherwise materially delayed, we would have limited time to obtain alternative financing, negotiate an extension or restructuring of the Senior Notes, dispose of assets or pursue other alternatives before the Senior Notes become due. Our existing liquidity and projected operating cash flows may not be sufficient to repay the Senior Notes at maturity. There can be no assurance that alternative financing or restructuring transactions would be available when needed or on terms acceptable to us. Any alternative financing could involve the issuance of additional equity or equity-linked securities on highly dilutive terms, the incurrence of additional secured indebtedness, the sale of material assets or other terms unfavorable to us and our stockholders. If we are unable to complete the PIPE Transaction or otherwise obtain sufficient financing or take other actions to satisfy the Senior Notes when due, we could default on our obligations, be required to pursue a restructuring or seek protection under applicable bankruptcy laws. Any such event could materially and adversely affect our business, financial condition, results of operations, prospects and the value of our securities. If completed, the PIPE Transaction would result in substantial dilution to our existing stockholders and would provide certain investors with significant governance and other rights that may influence the management and strategic direction of the Company. Upon the closing of the PIPE Transaction, we will issue to the PIPE Investors an aggregate of 17,146,190 PIPE Shares. We will also issue to MIG the $10.0 million MIG Convertible Note that will be convertible, following receipt of required regulatory approvals pursuant to the MIG subscription agreement, into shares of our Class A common stock at an initial conversion price of $2.1375 per share, and the MIG Warrant to purchase 1,754,386 shares of Class A common stock at an initial exercise price of $1.71 per share. Because interest under the MIG Convertible Note will be paid in kind and added to its outstanding principal amount of the MIG Convertible Note, the number of shares issuable upon conversion will increase over time. The issuance of the PIPE Shares and any shares issued upon conversion of the MIG Convertible Note, exercise of the MIG Warrant or pursuant to other certain sponsor incentive arrangements contemplated by the investor rights agreements to be entered into in connection with the closing of the PIPE Transaction will substantially dilute the voting power and economic interests of our existing stockholders. Based on 15,400,548 shares of Class A common stock outstanding as of July 17, 2026, which was the record date established by our Board for purposes of stockholder approval of the issuance of the PIPE Securities, the issuance of the 17,146,190 PIPE Shares would increase the number of outstanding shares of Class A common stock by approximately 111%. In addition, we may issue 4,678,362 additional shares of Class A common stock upon conversion of the $10.0 million principal amount of the MIG Convertible Note at the initial conversion price of $2.1375 per share (subject to increase as a result of PIK interest and adjustment as provided therein) and 1,754,386 additional shares of Class A common stock upon exercise of the MIG Warrant, subject to certain conditions on conversion or exercise as provided therein. On a pro forma basis after giving effect to the issuance of the PIPE Shares, the MIG Conversion Shares, the MIG Warrant Shares and the anticipated conversion of our outstanding Class B common stock (which is expected to occur on September 14, 2026), MIG would beneficially own approximately 22.4% of our outstanding Class A common stock and would have the greatest voting power among our stockholders. In addition, upon the closing of the PIPE Transaction, we have agreed to reconstitute our Board such that it will consist of ten directors, consisting of four directors nominated by Atlas Holdco, two independent directors identified by MIG, one independent director identified by Atlas Holdco, our Chief Executive Officer and two independent directors identified by us, one of whom, subject to the terms of the Conversant subscription agreement, will be nominated by Conversant. On the date the regulatory approvals required by the MIG subscription agreement have been obtained, we have agreed to further reconstitute our Board such that it will consist of eight directors, consisting of one director nominated by MIG, one director nominated by Atlas Holdco, our Chief Executive Officer, two independent directors identified by MIG, one independent director identified by Atlas Holdco and two independent directors identified by us, one of whom, subject to the terms and conditions of the Conversant subscription agreement, will be nominated by Conversant. MIG, Atlas and Conversant will thereafter have continuing Board nomination rights subject to specified ownership thresholds and other conditions. MIG and Atlas will also have non-voting Board observer rights and, subject to applicable ownership thresholds, the right to designate one member each to a two-member Capital Committee of the Board. The PIPE Investors will also receive pro rata participation rights in certain future issuances and certain registration rights. In addition, MIG and Atlas will have the right to receive certain project-level acquisition fees and/or promote incentives, 47 which may be paid in cash or shares of our Class A common stock, in connection with services relating to identifying potential powered land acquisition opportunities and prospective tenants. Although any such arrangements must be on arm’s-length terms, consistent with market practice and approved by a majority of our independent and disinterested directors and, where applicable, our Audit Committee, they may create actual or perceived conflicts of interest. The interests of these investors may differ from or conflict with the interests of our other stockholders. Their influence could affect, among other matters, the composition of our Board, financings, acquisitions, dispositions, investments and other strategic transactions. Their contractual participation and similar rights could also affect our ability to raise capital from other investors or the terms on which additional capital may be available. In addition, the registration rights granted in connection with the PIPE Transaction may facilitate future resales of a substantial number of shares of our Class A common stock. Actual or anticipated sales of these shares, or the perception that substantial sales may occur, could adversely affect the market price of our Class A common stock and our ability to raise additional equity capital. If the PIPE Transaction is completed, the MIG Convertible Note to be issued at closing will impose significant obligations and restrictions on us, and a failure to obtain required regulatory approvals could require us to redeem the MIG Convertible Note at a substantial premium. At the closing of the PIPE Transaction, we will issue to MIG the MIG Convertible Note in the principal amount of $10.0 million. The MIG Convertible Note will accrue interest on its accreted principal amount, as increased from time to time by any capitalized PIK interest, at a rate of 10.0% per annum, payable in kind monthly by being added to its accreted principal amount, with such increased principal amount thereafter accruing additional interest on a compounded basis. Upon the occurrence and continuation of an event of default, the interest rate will automatically increase to 15.0% per annum. The MIG Convertible Note will mature on the third anniversary of its issuance, unless earlier converted, redeemed, repurchased or accelerated in accordance with its terms. The MIG Convertible Note will be secured by a first-priority lien on the collateral pledged pursuant to a security agreement and other related security documents to be entered into in connection with the closing of the PIPE Transaction. The collateral initially will consist of all cryptocurrency mining equipment and related components owned by us and certain of our wholly owned subsidiaries, owned at the closing of the PIPE Transaction or thereafter acquired, including as of the date hereof, approximately 6,258 miners located at our facilities in Dresden, New York and Underwood, North Dakota, together with all proceeds, replacements, rents, profits and products thereof (excluding cryptocurrency mined by or on behalf of us and certain of our wholly owned subsidiaries). In addition, the obligations under the MIG Convertible Note are expected to be secured pursuant to a pledge agreement and a deed of trust with respect to our powered land located in Columbus, Mississippi, each to be executed and delivered at or after the closing of the PIPE Transaction as contemplated by the applicable transaction documents. If we default under the MIG Convertible Note, MIG could exercise remedies against this collateral, which could result in holders of our unsecured indebtedness or our equity securities recovering little or none of their investment. If the required regulatory approvals under the MIG subscription agreement are not obtained on or before March 31, 2027, we will be required to redeem the MIG Convertible Note on March 31, 2027 at a price equal to 130% of its then-accreted principal amount, including any accrued and unpaid interest that will have been added to principal, plus all accrued and unpaid interest thereon through, but excluding, the redemption date. We may not have sufficient liquidity to satisfy this redemption obligation when due. The requirement to fund such a redemption could materially and adversely affect our liquidity, require us to obtain additional financing on unfavorable terms, cause us to delay or abandon strategic initiatives or result in a default under the MIG Convertible Note. While any portion of the MIG Convertible Note remains outstanding, we and our subsidiaries will be subject to negative covenants restricting, among other things, the incurrence of additional indebtedness, the granting of additional liens on the collateral, the issuance of securities or indebtedness senior to the MIG Convertible Note, transfers or dispositions of collateral or ownership interests in subsidiaries that own collateral and material changes in the nature of our business. In addition, until the Regulatory Approvals are obtained, we generally will be prohibited from issuing or agreeing to issue equity or equity-linked securities without MIG’s prior written consent and will be required to maintain minimum liquidity of at least $10.0 million, calculated based on unrestricted and unencumbered cash, cash equivalents and bitcoin. These restrictions could materially limit our financial and operational flexibility, including our ability to obtain additional financing, make investments or respond to changing business conditions. An active trading market for our 10.00% Senior Notes due 2030 (the “New Notes”) may not develop or be sustained, which could limit the market price of the New Notes or noteholders’ ability to sell them. 48 The aggregate principal amount of the New Notes outstanding as of the date of this report is $3.7 million. As previously disclosed, we sought to list the New Notes for trading on the OTC Markets platform and submitted an application to the Financial Industry Regulatory Authority (“FINRA”) for such purpose. FINRA subsequently denied our symbol request based on considerations relating to trade reporting and market structure applicable to the New Notes. As of the filing date of this report, we continue to evaluate alternative pathways to facilitate trading of the New Notes; however, we cannot provide any assurance that the New Notes will become eligible for trading on any market or quotation system, that an active trading market for the New Notes will develop or be sustained, or that holders will be able to sell their New Notes at desired times or prices, or at all. Even if a trading market develops, the New Notes may trade at a discount from their initial offering price depending on a number of factors, including prevailing interest rates, the market for similar securities, our credit ratings, general economic conditions, our financial condition, performance and prospects and other factors. Accordingly, we cannot make any assurances that a liquid trading market for the New Notes will be sustained, that noteholders will be able to sell their New Notes at a particular time or that the price they receive when they sell will be favorable. To the extent an active trading market is not sustained, the liquidity and trading price for the New Notes may be harmed. Accordingly, noteholders may be required to bear the financial risk of an investment in the New Notes for an indefinite period of time. In addition, there may be a limited number of buyers when noteholders decide to sell their New Notes. This may affect the price, if any, offered for noteholders’ New Notes or their ability to sell their New Notes when desired or at all. Declines in hashprice, the aging and obsolescence of the mining fleet underlying our hosting arrangements, our dependence on counterparties for equipment replacement and disputes under our hosting arrangements have materially reduced, and may continue to reduce, our hosting revenues. Our hosting revenues are dependent, in part, on the performance and economics of the mining equipment operated by our hosting counterparties. Recent declines in hashprice have negatively impacted the profitability of bitcoin mining operations, which has reduced the economic returns generated by the hosted mining fleet and, correspondingly, the revenues we receive under our hosting arrangements. In addition, the mining fleet deployed at our facilities in connection with our hosting arrangements consists primarily of older-generation mining equipment, which is less efficient and less competitive relative to newer-generation machines, particularly during periods of lower hashprice or increased network difficulty. As a result, such equipment may generate reduced output, be curtailed, or become operationally defunct. Certain mining equipment within the hosted fleet has become operationally defunct due to age and wear and, to date, portions of such equipment have not been replaced, resulting in reduced operating hash rate at our facilities. We are dependent on our hosting counterparties to repair or replace such equipment, and there can be no assurance that such counterparties will do so on a timely basis or at all. In addition, disputes may arise under our hosting arrangements regarding the interpretation of contractual provisions or the calculation, payment or allocation of revenues, costs or other amounts, including during periods in which hosted mining equipment is curtailed due to unprofitability. For example, on May 1, 2026, NY 1 Mining filed a demand for arbitration with the American Arbitration Association against Greenidge South Carolina relating to the interpretation of the NYDIG Hosting Agreement and a related order, including whether Greenidge South Carolina is required to pay NY 1 Mining a percentage of net profits from the sale of excess energy generated at the New York Facility during periods in which NY 1 Mining’s bitcoin mining machines were curtailed for unprofitability. See Note 10, “Commitments and Contingencies—Legal Matters.” If hashprice remains depressed, network difficulty continues to increase, the hosted fleet continues to age or becomes increasingly inoperable, disputes under our hosting arrangements increase, or replacement of such equipment is delayed or does not occur, our hosting revenues could continue to decline, which could have a material adverse effect on our business, financial condition and results of operations. Our Class A common stock has recently been subject to Nasdaq delisting proceedings. While we have previously regained compliance with certain Nasdaq listing requirements, there can be no assurance that we will regain or maintain compliance with Nasdaq’s continued listing requirements or that our Class A common stock will not be subject to delisting proceedings in the future. The delisting of our shares could negatively affect us and the price and liquidity of our Class A common stock. Our ability to maintain the listing of our Class A common stock on Nasdaq depends on our continued compliance with certain Nasdaq listing requirements, including requirements relating to market value of publicly held shares, minimum bid price, corporate governance, audit committee composition and other matters. Compliance with these requirements may be affected by factors outside of our control, including market conditions and the trading price of our Class A common stock. 49 We have previously received notices from the Nasdaq Listing Qualifications Department regarding noncompliance with certain continued listing requirements and have subsequently regained compliance. Following the resignation of Kenneth Fearn from our Board and Audit Committee, effective April 15, 2026, we notified Nasdaq that we were no longer in compliance with Nasdaq Listing Rule 5605(c)(2)(A), which requires the Audit Committee to consist of at least three independent directors. On April 29, 2026, we received a notice from Nasdaq confirming such noncompliance. We are currently relying on the cure period provided under Nasdaq Listing Rule 5605(c)(4)(B), pursuant to which we are required to regain compliance with Nasdaq Listing Rule 5605(c)(2)(A) no later than October 12, 2026. We expect to cease to qualify as a controlled company on September 14, 2026, as a result of the automatic conversion of all outstanding shares of our Class B common stock into shares of our Class A common stock. Upon ceasing to qualify as a controlled company, we will be required to comply with the audit committee requirements of Nasdaq Listing Rule 5605(c), including the requirement to have at least three independent audit committee members satisfying Rule 5605(c)(2)(A), without the benefit of any phase-in period under Rule 5615(c)(3). Accordingly, we intend to achieve compliance with the applicable audit committee independence and composition requirements on or prior to September 14, 2026, in advance of the expiration of the cure period. We are actively engaged in identifying and evaluating qualified independent director candidates to serve on our Audit Committee. There can be no assurance that we will be able to satisfy the applicable audit committee requirements by September 14, 2026 or otherwise within the applicable cure period. If we fail to regain compliance with Nasdaq’s audit committee requirements within the applicable cure period, or if we otherwise fail to maintain compliance with Nasdaq’s continued listing requirements, Nasdaq may initiate delisting proceedings with respect to our Class A common stock. If Nasdaq delists our Class A common stock from trading on its exchange and we are not able to list our Class A common stock on another national securities exchange, we expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including, among other things: decreasing availability of market quotations for our Class A common stock; a determination that our Class A common stock is a “penny stock,” which would require brokers trading in our Class A common stock to adhere to more stringent rules and could result in a reduced level of trading activity in the secondary trading market for our securities; reduced liquidity and market price of our Class A common stock; a reduced number of investors willing to hold or acquire our Class A common stock, which could negatively impact our ability to raise equity financing; limitations on our ability to issue additional securities or obtain additional financing in the future; decreased news and analyst coverage of us; and reputational harm with investors, employees and parties conducting business with us. We currently qualify as a “controlled company” under Nasdaq listing rules, but we expect to lose that status on September 14, 2026, which will subject us to additional corporate governance requirements that we may not be able to satisfy within the applicable transition periods. So long as more than 50% of the voting power for the election of our directors is held by an individual, a group or another company, we qualify as a “controlled company” within the meaning of Nasdaq’s corporate governance standards. As of August 12, 2026, Atlas and its affiliates controlled approximately 65.8% of the voting power of our outstanding capital stock. As a controlled company, we are eligible to rely on exemptions from requirements that would otherwise require us to have: (i) a majority of independent directors; (ii) compensation of our executive officers determined by a majority of the independent directors or a compensation committee comprised solely of independent directors; and (iii) director nominees selected or recommended for our Board either by a majority of the independent directors or a nominating committee comprised solely of independent directors. To the extent we rely on these exemptions, our stockholders will not receive the same corporate governance protections available to stockholders of companies subject to all of Nasdaq’s governance requirements. Upon the automatic conversion of all outstanding shares of Class B common stock into shares of Class A common stock, which is expected to occur on September 14, 2026, the additional voting power attributable to the Class B common stock will be eliminated. As a result of such conversion, we expect that no individual, group or other entity will hold more than 50% of the voting power of our outstanding common stock for purposes of electing directors. Accordingly, upon such conversion, we expect to cease to qualify as a controlled company under Nasdaq rules, regardless of whether the PIPE Transaction is completed. Upon ceasing to be a controlled company, we will no longer be eligible to rely on the exemptions from certain Nasdaq corporate governance requirements available to controlled companies. Nasdaq rules permit a company that ceases to be 50 a controlled company to phase in compliance with certain of these requirements over specified transition periods. Specifically, we will be required to have at least one independent member on each of our compensation and nominating and corporate governance committees at the time we cease to be a controlled company, a majority of independent members on each such committee within 90 days thereafter and all independent members on each such committee within one year thereafter. In addition, we will be required to have a majority-independent Board within 12 months after ceasing to be a controlled company. Nasdaq rules do not provide a phase-in period for the applicable audit committee requirements, which we will be required to satisfy upon ceasing to be a controlled company. If we fail to comply with these corporate governance requirements within the applicable transition or cure periods, our Class A common stock could become subject to Nasdaq deficiency notices or delisting proceedings, which could adversely affect the trading price and liquidity of our Class A common stock and result in reputational harm. If the PIPE Transaction is completed, even after we cease to qualify as a controlled company, Atlas Holdco, MIG and Conversant will have contractual rights relating to the composition of our Board, and Atlas Holdco and MIG will also have Board observer and other governance rights. The exercise of these rights may enable those investors to exert significant influence over our management and strategic direction, and their interests may differ from the interests of our other stockholders.
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