Soluna Holdings, Inc 8-K/A, filed Jun 17, 2026
Soluna Holdings, Inc (SLNH)
About this 8-K/A
Soluna Holdings, Inc filed this 8-K/A on June 17, 2026, reporting on events of April 1, 2026.
Items reported
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
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CURRENT REPORT
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EXPLANATORY NOTE
| Item 9.01. | Financial Statements and Exhibits. |
(a) Financial statements of businesses acquired.
The audited financial statements of the Briscoe Project Company as of and for the years ended December 31, 2025 and 2024 are filed herewith and attached hereto as Exhibit 99.1 and are incorporated by reference herein.
(b) Pro forma financial information.
The Company’s unaudited pro forma condensed combined balance sheet as of and for the year ended December 31, 2025 is filed herewith and attached hereto as Exhibit 99.2 and is incorporated by reference herein.
(d) Exhibits.
| Exhibit No. | Description | |
| 23.1 | Consent of CohnReznick LLP, independent auditors for Briscoe Wind Farm, LLC | |
| 99.1 | Audited Financial Statements of Briscoe Wind Farm, LLC as of and for the years ended December 31, 2025 and December 31, 2024 | |
| 99.2 | Unaudited Pro Forma Condensed Combined Financial Information of the Company as of and for the year ended December 31, 2025 | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the iXBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SOLUNA HOLDINGS, INC. | ||
| Date: June 17, 2026 | By: | /s/ Michael Picchi |
| Michael Picchi | ||
| Chief Financial Officer | ||
| (principal financial officer) | ||
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statements on Form S-1 (No. 333-282559, No. 333-287519, No. 333-291105 and No. 333-295052), Form S-3 (No. 333-261427, No. 333-262594, No. 333-286638, No. 333-290546, No. 333-294152, No. 333-295051 and No. 333-295416) and Form S-8 (No. 333-251458, No. 333-260614, No. 333-277067, No. 333-287691, No. 333-289806, No. 333-291703 and No. 333-294922) of Soluna Holdings, Inc. of our audit report dated May 28, 2026, with respect to the financial statements of Briscoe Wind Farm, LLC for the years ended December 31, 2025 and 2024 included in this Form 8-K/A.
/s/ CohnReznick LLP
Chicago, Illinois
June 17, 2026
Exhibit 99.1
Briscoe Wind Farm, LLC
Index
| PAGE | |
| Independent Auditor’s Report | 2 |
| Financial Statements | |
| Balance Sheets | 4 |
| Statements of Operations | 5 |
| Statements of Members’ Equity | 6 |
| Statements of Cash Flows | 7 |
| Notes to Financial Statements | 8 |
| 2 |
CohnReznick LLPcohnreznick.com
Independent Auditor’s Report
To
the Managing Member of
Briscoe Wind Farm, LLC
Opinion
We have audited the financial statements of Briscoe Wind Farm, LLC (the “Company”), which comprise the balance sheets as of December 31, 2025 and 2024, and the related statements of operations, members’ equity, and cash flows for the years then ended, and the related notes to the financial statements.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.
Basis for Opinion
We conducted our audits in accordance with auditing standards generally accepted in the United States of America (“GAAS”). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company, and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date that the financial statements are available to be issued.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.
In performing an audit in accordance with GAAS, we:
| ● | Exercise professional judgment and maintain professional skepticism throughout the audit. | |
| ● | Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. | |
| ● | Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed. | |
| ● | Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements. | |
| ● | Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time. |
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.
Chicago,
Illinois
May 28, 2026
| 3 |
Briscoe Wind Farm, LLC
Balance Sheets
December 31, 2025 and 2024
| 2025 | 2024 | |||||||
| Assets | ||||||||
| Current assets | ||||||||
| Restricted cash | $ | 1,815,114 | $ | 2,092,717 | ||||
| Accounts receivable, net | 909,988 | 603,435 | ||||||
| Prepaid expenses | 898,013 | 874,036 | ||||||
| Due from affiliate | - | 23,468 | ||||||
| Other current assets | 12,511 | - | ||||||
| Total current assets | 3,635,626 | 3,593,656 | ||||||
| Non-current assets | ||||||||
| Wind Energy System, net | 137,132,503 | 144,025,278 | ||||||
| Restricted cash, non-current | 283,885 | 283,885 | ||||||
| Operating lease right-of-use assets | 10,137,774 | 10,540,668 | ||||||
| Deposits | 19,500 | 19,500 | ||||||
| Other non-current assets | 100,091 | - | ||||||
| Total non-current assets | 147,673,753 | 154,869,331 | ||||||
| Total assets | $ | 151,309,379 | $ | 158,462,987 | ||||
| Liabilities and Members’ Equity | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued expenses | $ | 285,460 | $ | 355,290 | ||||
| Operating lease liability | 415,049 | 415,049 | ||||||
| Tracking account | 6,000,000 | - | ||||||
| Other current liabilities | 537,062 | 1,502,481 | ||||||
| Total current liabilities | 7,237,571 | 2,272,820 | ||||||
| Non-current liabilities | ||||||||
| Long-term debt | 25,669,467 | 22,579,002 | ||||||
| Related party debt | 40,942,566 | 36,230,360 | ||||||
| Asset retirement obligation | 4,712,431 | 4,414,455 | ||||||
| Tracking account | - | 6,000,000 | ||||||
| Operating lease liability, non-current | 10,291,280 | 10,720,010 | ||||||
| Other non-current liabilities | - | 386,407 | ||||||
| Total non-current liabilities | 81,615,744 | 80,330,234 | ||||||
| Total liabilities | 88,853,315 | 82,603,054 | ||||||
| Commitments and contingencies | ||||||||
| Members’ equity | 62,456,064 | 75,859,933 | ||||||
| Total liabilities and members’ equity | $ | 151,309,379 | $ | 158,462,987 | ||||
See Notes to Financial Statements.
| 4 |
Briscoe Wind Farm, LLC
Statements of Operations
Years Ended December 31, 2025 and 2024
| 2025 | 2024 | |||||||
| Revenue | ||||||||
| PPA revenue | $ | 6,360,111 | $ | 5,233,109 | ||||
| Merchant revenue | 1,758,947 | 2,146,645 | ||||||
| REC revenue | 831,869 | 592,034 | ||||||
| Total revenue | 8,950,927 | 7,971,788 | ||||||
| Operating expenses | ||||||||
| Operations and maintenance | 7,024,449 | 5,010,134 | ||||||
| Depreciation and accretion | 7,190,751 | 7,177,291 | ||||||
| Rent | 695,668 | 651,727 | ||||||
| Property taxes | 340,901 | 451,653 | ||||||
| General and administrative | 210,157 | 319,976 | ||||||
| Total operating expenses | 15,461,926 | 13,610,781 | ||||||
| Loss from operations | (6,510,999 | ) | (5,638,993 | ) | ||||
| Other income (expense) | ||||||||
| Other income | 165,063 | 12,520 | ||||||
| Interest expense | (8,427,902 | ) | (9,346,637 | ) | ||||
| Total other income (expense) | (8,262,839 | ) | (9,334,117 | ) | ||||
| Net loss | $ | (14,773,838 | ) | $ | (14,973,110 | ) | ||
See Notes to Financial Statements.
| 5 |
Briscoe Wind Farm, LLC
Statements of Members’ Equity
Years Ended December 31, 2025 and 2024
| Members’ Equity | ||||
| Members’ equity, December 31, 2023 | $ | 89,467,324 | ||
| Capital contributions | 1,365,719 | |||
| Net loss | (14,973,110 | ) | ||
| Members’ equity, December 31, 2024 | 75,859,933 | |||
| Capital contributions | 1,369,969 | |||
| Net loss | (14,773,838 | ) | ||
| Members’ equity, December 31, 2025 | $ | 62,456,064 | ||
See Notes to Financial Statements.
| 6 |
Briscoe Wind Farm, LLC
Statements of Cash Flows
Years Ended December 31, 2025 and 2024
| 2025 | 2024 | |||||||
| Cash flows from operating activities | ||||||||
| Net loss | $ | (14,773,838 | ) | $ | (14,973,110 | ) | ||
| Adjustments to reconcile net loss to net restricted cash (used in) provided by operating activities | ||||||||
| Depreciation and accretion | 7,190,751 | 7,177,291 | ||||||
| Non-cash interest expense | 7,802,671 | 5,961,881 | ||||||
| Extinguishment of debt issuance costs | - | 657,084 | ||||||
| Amortization of deferred financing costs | - | 688,805 | ||||||
| Amortization of operating lease right-of-use assets | 402,894 | 394,202 | ||||||
| Bad debt (recovery) expense | (112,602 | ) | - | |||||
| Changes in operating assets and liabilities | ||||||||
| Accounts receivable | (306,553 | ) | 13,516 | |||||
| Prepaid expenses | (23,977 | ) | (684,688 | ) | ||||
| Accounts payable and accrued expenses | (69,830 | ) | (3,155,847 | ) | ||||
| Due to/from affiliates | 23,468 | 380,033 | ||||||
| Operating lease liability | (428,730 | ) | (420,038 | ) | ||||
| Other liabilities | (1,351,826 | ) | (1,114,466 | ) | ||||
| Net restricted cash used in operating activities | (1,647,572 | ) | (5,075,337 | ) | ||||
| Cash flows from financing activities | ||||||||
| Proceeds from members’ capital contributions | 1,369,969 | 1,365,719 | ||||||
| Carval debt principal payments | - | (56,685,575 | ) | |||||
| Proceeds from long-term debt (Subordinated Notes) | - | 35,617,838 | ||||||
| Proceeds from long-term debt (Acciona) | - | 22,000,000 | ||||||
| Net restricted cash provided by financing activities | 1,369,969 | 2,297,982 | ||||||
| Change in restricted cash | (277,603 | ) | (2,777,355 | ) | ||||
| Restricted cash, beginning | 2,376,602 | 5,153,957 | ||||||
| Restricted cash, end | $ | 2,098,999 | $ | 2,376,602 | ||||
| Supplemental disclosure of cash flow activities | ||||||||
| Cash paid for operating leases | $ | 648,000 | $ | 648,000 | ||||
| Interest paid | $ | 628,499 | $ | 1,518,964 | ||||
See Notes to Financial Statements.
| 7 |
Briscoe Wind Farm, LLC
Notes to Financial Statements
December 31, 2025 and 2024
Note 1 - Organization and nature of operations
Organization
Briscoe Wind Farm, LLC (the “Company”) was formed as a limited liability company on October 15, 2013, in accordance with the Delaware Limited Liability Company Act for the purpose of financing, developing and operating a wind-powered energy generation facility (the “Wind Energy System”). On November 27, 2013, Juwi Wind, LLC (“Juwi”) as the sole member of the Company transferred its membership interest in the Company to Briscoe Wind Project Holdings I, LLC (“Briscoe Holdings”).
On December 23, 2014, the Company entered into an agreement to receive capital contributions in exchange for membership interests from Class A equity investors. In accordance with this agreement, the Company amended and restated its Limited Liability Company Agreement on November 17, 2015, to incorporate the addition of the Class A equity investors (see Note 5). Per the amended and restated Limited Liability Agreement, the Company will continue in existence until 99 years following the effective date of the amended Limited Liability Company Agreement or earlier if dissolved in accordance with the agreement.
On August 16, 2021, the Company entered into an amended agreement to receive additional capital contributions in exchange for membership interest from Class A equity investors, JPM Capital Corporation and Morgan Stanley Wind, LLC.
On April 1, 2026, subsequent to the balance sheet date of December 31, 2025, the members of the Company completed the sale of 100% of the Company’s membership interests to Soluna Holdings, Inc. for total consideration of approximately $53.0 million, pursuant to a Membership Interest Purchase Agreement. Simultaneous with the sale, the tracking account liability, related party debt, and long-term debt were fully settled by the members.
Nature of operations
The Company has developed and constructed a Wind Energy System (the “Project”) consisting of 81 turbines located in Briscoe County, Texas with an aggregate generation capacity of approximately 150 megawatts (“MWs”). The Commercial Operation Date (“COD”) of the Wind Energy System occurred on November 13, 2015. Since COD, the Company’s operations consist of owning and operating the Wind Energy System and selling the generated electricity directly into the wholesale markets managed by Electric Reliability Council of Texas, Inc. (“ERCOT”). The Company executed an agreement to hedge a portion of the power sold against future changes in the price of electricity. The hedge was effectively unwound during 2021 (see Note 4). On February 24, 2023, the Company executed a Power Purchase Agreement (“PPA”) with Golden Spread Electric Cooperative, Inc. (″GSEC″) to sell an increasing portion of its energy output to GSEC. This portion of energy commenced at 25 MW and will increase to an estimated peak demand of approximately 150 MW. The Company has no employees and receives key administrative, operations and maintenance services through service agreements with third parties (see Note 8).
Note 2 - Summary of significant accounting policies
Revenue recognition
The Company derives its revenue from the sale of power and renewable energy credits (“RECs”). The Company sells power to the wholesale market at its nodal settlement point and is recorded as the underlying energy is generated. Commencing in 2023, the Company sold an increasing portion of its power through a PPA with GSEC. At times the Company may be subject to negative pricing at its nodal settlement point when selling electricity within the wholesale market due to severe congestion on the transmission lines within the ERCOT West Hub region.
| 8 |
Briscoe Wind Farm, LLC
Notes to Financial Statements
December 31, 2025 and 2024
The Company evaluated its wholesale energy revenue and determined that it does not meet the definition of a lease or a derivative and accordingly, will be accounted for under ASC 606. Under Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”), a contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The Company views the sale of power as a series of distinct goods that is substantially the same and has the same pattern of transfer measured by the output method. Accordingly, the Company applied the practical expedient as the right to consideration corresponds directly to the value provided to the customer to recognize revenue at the invoice amount. During the years ended December 31, 2025, and 2024, the Company earned wholesale energy revenue of $1,758,947 and $2,146,645, respectively.
The Company evaluated the GSEC PPA and determined that it does not meet the definition of a lease or a derivative and accordingly, will be accounted for under ASC 606. The Company views the sale of energy under the PPA as single performance obligation that the customer simultaneously receives and consumes as the entity performs. Revenue is recognized using an output method as the quantities are delivered to the customer. The customer is invoiced monthly an amount equal to energy multiplied by the variable market rate as published by ERCOT and all curtailed energy multiplied by a rate of $20.70/MWh. The Company applied the practical expedient available under ASC 606 as the right to consideration corresponds directly to the value provided to the customer to recognize revenue at the invoiced amount and recognizes revenue in the statements of operations when the energy is delivered. During the years ended December 31, 2025 and 2024, the Company earned PPA revenue of $6,360,111 and $5,233,109, respectively.
Under the renewable portfolio standards in Texas, the Wind Energy System will generate a REC for each megawatt hour of energy delivered. The Company’s individual REC sales reflect a fixed quantity, fixed price structure over a specified term or are sold at the spot market. The Company views REC products in these arrangements as distinct performance obligations satisfied at a point in time. Since the REC products delivered to the customers are not bundled with the power sold to ERCOT or GSEC but rather are sold at specified points under separate contractual arrangements, these RECs are recognized into revenue when delivered and invoiced under ASC 606. During 2025 and 2024, the Company recognized $831,869 and $592,034 of revenues related to the sale of RECs, respectively.
REC inventory
The Wind Energy System generates RECs for each MWh of wind energy produced. The Company accounts for its REC inventory under the incremental cost method and thus, RECs have no recorded value.
Reclassifications
Certain prior year amounts have been reclassified to conform to the current year presentation. Specifically, amounts previously presented as Acciona debt and Subordinated Notes in the debt footnote have been disaggregated into related party debt and long-term debt to align with the balance sheet presentation and more transparently reflect the nature of the respective lender relationships, as further described in Note 7. The reclassification resulted in $36,230,360 being presented as related party debt and $22,579,002 being presented as long-term debt as of December 31, 2024, compared to $36,376,696 and $22,432,666 as previously presented. These reclassifications had no effect on previously reported total liabilities, members’ equity, or net loss.
Accounts receivable
The Company’s accounts receivable consists of uncollateralized amounts due from a third party. Trade receivables are reported on the balance sheet net of allowances for credit losses. The Company records allowances for current expected credit losses based on (i) estimates of uncollectible revenues by analyzing accounts receivable aging, (ii) historical collections and delinquencies, (iii) reasonable and supportable forecasts of future events, and (iv) counterparty credit ratings. Receivables are written off when deemed uncollectible. Recoveries of receivables previously written off are recorded when they are probable of collection. During the year ended December 31, 2025, $663,353 previously included within the allowance for doubtful accounts was written off, inclusive of $112,601 in recoveries recorded as a reduction to bad debt expense within general and administrative expense. No such activity occurred in 2024. As of December 31, 2025 and 2024, the Company has accrued $0 and $663,353, respectively, in allowance for doubtful accounts. The accounts receivable balance as of December 31, 2023 was $1,280,304.
| 9 |
Briscoe Wind Farm, LLC
Notes to Financial Statements
December 31, 2025 and 2024
Prepaid expenses
Prepaid expenses consist of payments made as of December 31, 2025 and 2024, respectively, related to services to be received in a subsequent reporting period. The primary amounts included in prepaid expenses as of December 31, 2025 and 2024 were amounts related to insurance and the operations and maintenance agreement (see Note 8).
Wind Energy System, net
The Company’s Wind Energy System is stated at cost. The Wind Energy System is depreciated using the straight-line method over its estimated useful life of 30 years. The costs of maintenance, repairs, and minor renewals are expensed as incurred, while expenditures that extend useful lives are capitalized. Upon retirement or disposal, the related cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized.
Impairment of long-lived assets
The Company reviews its Wind Energy System for impairment annually or whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable.
When an impairment trigger is identified, management first compares the estimated future undiscounted cash flows associated with the Wind Energy System to its carrying amount. If the estimated future undiscounted cash flows are less than its carrying amount, management then calculates the amount of the impairment loss by reducing the Wind Energy System’s carrying amount to its fair value. The Company determines fair value generally by using the discounted cash flow method. The factors considered by the Company in performing this assessment include current operating results, forecasted merchant pricing curves, market trends and prospects, the manner in which the property is used, inclusive of future expected annual production amounts, and the effects of obsolescence, demand, competition, and other economic factors. No impairment loss has been recognized for the years ended December 31, 2025 and 2024.
Restricted cash
As of December 31, 2025 and 2024, restricted cash consists of four separate accounts which are restricted under the terms of the Company’s operating agreement and other depository agreements. The amounts are classified as current or noncurrent based on their intended use. Current restrictions are utilized to maintain revenue proceeds and payment of operating expenses. Noncurrent cash pursuant to hedge and operating agreements is required to maintain a minimum balance throughout its contractual term. The restricted cash accounts consist of cash and cash equivalents, which are investments with original maturities of three months or less.
The following table provides a reconciliation of restricted cash to the statements of cash flows:
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Restricted cash | $ | 1,815,114 | $ | 2,092,717 | ||||
| Restricted cash, non-current | 283,885 | 283,885 | ||||||
| Total restricted cash | $ | 2,098,999 | $ | 2,376,602 | ||||
| 10 |
Briscoe Wind Farm, LLC
Notes to Financial Statements
December 31, 2025 and 2024
Operating site leases
The Company leases land for the Wind Energy System under multiple operating leases from numerous third-party landowners. The site leases contain five different payment types depending on the development, construction and operating stage of the Wind Energy System. The site leases include escalation clauses and contingent rents based on gross sales as defined within the leases.
Minimum rental expense for noncancelable operating site leases with scheduled rent increases is recognized on a straight-line basis over the site lease term, beginning with the lease commencement date, or the date the lease is acquired, whichever is sooner. The Company’s leases are for a term of 30 years from COD. For leases with renewal options or fixed terms with early termination options, the exercise of renewal options is included in the lease term if the option is reasonably certain to be exercised and is solely at the Company’s discretion. Leases with terms of one year or less are not included in the balance sheets.
The Company adopted Accounting Standards Update 2016-02 (as amended), Leases (“Topic 842”) effective January 1, 2022. Upon adoption, the Company recognizes a lease liability, which is measured at the present value of future minimum lease payments, and a corresponding right-of-use asset equal to the lease liability, adjusted for any prepaid lease costs, initial direct costs and lease incentives. The Company remeasures lease liabilities and related right-of-use assets whenever there is a change to the lease term and/or there is a change in the amount of future lease payments, but only when such changes do not qualify to be accounted for as a separate contract.
The Company determines an appropriate discount rate to apply when determining the present value of the remaining lease payments for purposes of measuring or remeasuring lease liabilities. As the rate implicit in the lease is not readily determinable, the Company has elected to use a risk-free borrowing rate for a borrowing over a similar term of the lease payments at the commencement date.
Derivative financial instrument
The Company recognizes all derivative financial instruments in the accompanying financial statements at fair value in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 815, Derivative and Hedging.
The Company has historically and may in the future enter into derivative contracts to manage its risks associated with market fluctuations by entering into derivative contracts to sell energy. The Company believes these instruments, which are classified as economic hedges, mitigate exposure to fluctuations in commodity prices. Derivatives that are intended to serve as economic hedges and that are not designated for hedge accounting are recognized in earnings each period (see Note 4).
Other liabilities
In August 2021, the Company effectively unwound its energy hedge amendments through structured payments based on fixed quantities through December 2026 (see Note 4). Upon initial recognition, the Company is required to record the present value of all future cash outflows based on the Company’s applicable discount rate. Subsequently, all payments are allocated between principal and interest through the term of the agreement. During the years ended December 31, 2025 and 2024, interest expense of $150,655 and $302,896, respectively, is incurred and included within interest expense on the accompanying statements of operations.
| 11 |
Briscoe Wind Farm, LLC
Notes to Financial Statements
December 31, 2025 and 2024
Asset retirement obligation
The Company has a contractual obligation to remove its Wind Energy System following the expiration of its operating site leases. The leases require that, upon lease termination, the leased land be restored to an agreed-upon condition, effectively retiring the Wind Energy System. The Company is required to record the present value of the estimated obligation as it is incurred relating to the Wind Energy System. Upon initial recognition of the Company’s asset retirement obligation, the carrying amount of the Wind Energy System will be increased and amortized over its useful life and the obligation will be accreted to the estimated future value over the same period. The Company recorded its retirement obligation upon the Wind Energy System reaching COD.
Debt issuance costs
Costs incurred in obtaining the related party debt are presented as a reduction of the carrying value of debt and amortized using the effective interest method over the term of the debt. As noted in Note 7, during the year ended December 31, 2024, the Company’s financing arrangement was repaid in full by affiliates. As a result, all $657,084 of debt issuance costs were written off during the year ended December 31, 2024 and are included within interest expense on the statements of operations.
Income taxes
The Company has elected to be treated as a pass-through entity for income tax purposes and, as such, is not subject to income taxes. Rather, all items of taxable income, deductions and tax credits are passed through to and are reported on the Company’s members’ tax return. However, the Company’s income is subject to the State of Texas franchise tax. The Company’s federal tax status as a pass-through entity is based on its legal status as a limited liability company. Accordingly, the Company is not required to take any tax positions in order to qualify as a pass-through entity. These financial statements do not reflect a provision for income taxes, and the Company has no other tax positions that must be considered for disclosure.
Included in the items passed through are the Production Tax Credits (“PTCs”), which are federal incentives to promote the investment in renewable wind energy. The Company allocates PTCs 99% to its Class A members and 1% to its Class B member.
The Company’s tax return is subject to examination by taxing authorities for a period of three years for federal and four years for the state of Texas from the date it was filed. All tax returns remain open for the Company since 2021.
Use of estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.
The Company bases its estimates and assumptions on the best information available at the time the estimate is made. Significant estimates included within the financial statements include the useful lives of the Wind Energy System, expected future cash flows from the Wind Energy System, allowance of doubtful accounts, and the fair value of asset retirement obligations. Actual results may vary from these estimates.
| 12 |
Briscoe Wind Farm, LLC
Notes to Financial Statements
December 31, 2025 and 2024
Note 3 - Wind Energy System, net
Wind Energy System, net for the years ended December 31, 2025 and 2024 consists of the following:
| 2025 | 2024 | |||||||
| Wind turbines | $ | 186,593,263 | $ | 186,593,263 | ||||
| Land improvements | 11,212,610 | 11,212,610 | ||||||
| Operation and maintenance building | 1,159,681 | 1,159,681 | ||||||
| Project amortizable costs | 8,644,017 | 8,644,017 | ||||||
| Asset retirement cost | 2,430,236 | 2,430,236 | ||||||
| 210,039,807 | 210,039,807 | |||||||
| Less accumulated depreciation | (72,907,304 | ) | (66,014,529 | ) | ||||
| Wind Energy System, net | $ | 137,132,503 | $ | 144,025,278 | ||||
Depreciation expense totaled $6,892,775 and $6,898,157 for the years ended December 31, 2025 and 2024, respectively.
Note 4 - Derivative financial settlement and tracking account
The Company entered into a forward sale of power transaction to sell power with a total notional amount of 4,232,496 MWh over the life of the agreement, which was effective January 1, 2016 and terminates on December 31, 2026. The Company also had an embedded option in this forward transaction that allowed the Company to terminate the last five years of the commodity derivative by written notice during the period from January 1, 2020 through December 1, 2020. On May 7, 2020, the forward transaction was amended and restated to freeze the hedge from May 7, 2020 to December 31, 2020.
The commodity derivative also contains a tracking account, which is a nonderivative element that provided the Company with a $12 million funding limit to protect against pricing and volumetric differences between the actual quantities delivered at the ERCOT Node assigned to the project and hourly quantities sold at the ERCOT West Hub. Monthly settlements are followed by a final settlement at the end of the term of the commodity derivative. The tracking account charges interest of 1-Mo SOFR plus a margin of 3.5%. During the years ended December 31, 2025 and 2024, the Company incurred $474,577 and $619,004, respectively, of interest expense on its tracking account which is included in interest expense on the accompanying statements of operations, of which $173,031 and $176,299 is outstanding and included within Accounts payable and accrued expenses on the accompanying balance sheets. As of December 31, 2025 and 2024, $6,000,000 was due on the tracking account and is included in the accompanying balance sheets and will be payable upon contract expiration on December 31, 2026.
In August 2021, the Company entered into the ninth amended and restated confirmation with Morgan Stanley Capital Group, Inc. (“Morgan Stanley”) which amended its forward sale power transaction by reducing the quantity of energy delivered to 50% of the original contract quantity for the period from July 1, 2021 to December 31, 2026. Also in August 2021, the Company entered into a forward purchase of power transaction with Morgan Stanley to purchase the same quantity of power as the contract quantity of the ninth amended and restated confirmation.
These two contracts are structured in the manner in order to allow the remaining 50% of the notional quantity to offset and effectively terminate the forward sale power transaction and reduce the tracking account to $6 million. As of December 31, 2025 and 2024, respectively, the future net settlements of these two contracts totaled $537,062 and $1,888,888, of which $537,062 and $1,502,481 is due within the next 12 months. The future net settlement liabilities are presented as other long-term liabilities and other current liabilities in the accompanying balance sheets.
| 13 |
Briscoe Wind Farm, LLC
Notes to Financial Statements
December 31, 2025 and 2024
Note 5 - Members’ equity
The Company entered into an Equity Capital Contribution Agreement dated December 23, 2014, (the “ECCA”) with Briscoe Wind Project Holdings I LLC (“Briscoe Holdings”) and two unrelated tax equity investors. Pursuant to the ECCA, upon closing of the transaction the unrelated tax equity, investors own 100% of the Class A Membership Units and all Class B Membership Units are owned by Briscoe Holdings. The equity interests in the Company are subject to funding conditions as stated in the ECCA. The ECCA was amended on August 16, 2021 to request additional capital contributions which were funded by members in 2021.
As of December 31, 2025 and 2024, the number of Class A and Class B membership units authorized, issued and outstanding totaled 117,300,000, respectively. The amended and restated Limited Liability Company Agreement (“LLCA”) outlines both upfront capital contributions and deferred capital contributions based on annual production, member loan provisions, general as well as specific allocations of income and loss, distributions, management, rights and responsibilities of members, administrative and tax matters, transfers of interests including a purchase option, tracking model and flip date, indemnification and dissolution and liquidation preferences.
The Class B member is the initial manager, and the LLCA outlines its responsibilities as well as the rights and responsibilities of both the Class A and Class B members. The LLCA allows for transfers of their interests by either the Class A or Class B members subject to specific requirements. The LLCA contains a purchase option allowing the Class B member to purchase 100%, but not less than 100%, of the Class A members’ interests during the period of 180 days immediately following: (i) the date which is six months after the later of: (A) the date (“Flip Date”) when Class A members are determined to have realized an after-tax IRR of 8.25% (“Target IRR”) and (B) the fifth anniversary of COD; and (ii) the fifth anniversary of the Flip Date (“Purchase Option Period”). As of December 31, 2025, the Flip Date has not occurred.
The purchase price of the Class A units during the Purchase Option Period shall be the greatest of:
| ● | The amount required for each of the Class A Members to achieve and preserve the Target IRR; | |
| ● | 105% of fair market value of such Class A Units; and | |
| ● | The Class A Members’ book value at the date the purchase option is executed using the Hypothetical Liquidation at Book Value (“HLBV”) method in accordance with GAAP. |
Note 6 - Asset retirement obligation
The following is a summary of total changes in the Company’s asset retirement obligation liability for the years ended December 31:
| Years ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Balance at January 1 | $ | 4,414,455 | $ | 4,135,321 | ||||
| Accretion expense | 297,976 | 279,134 | ||||||
| Balance at December 31 | $ | 4,712,431 | $ | 4,414,455 | ||||
Asset retirement obligation costs may increase or decrease significantly in the future as a result of changes in regulations, changes in engineering designs and technology, permit modifications or updates, changes the Wind Energy System, inflation or other factors as actual reclamation spending occurs. Asset retirement obligation activities and expenditures generally are made over an extended period of time commencing near the end of the wind energy system life; however, certain reclamation activities may be accelerated if legally required or if determined to be economically beneficial.
| 14 |
Briscoe Wind Farm, LLC
Notes to Financial Statements
December 31, 2025 and 2024
Note 7 - Debt
CarVal Debt
On August 16, 2021, the Company entered into a credit agreement (“Credit Agreement”) with CVI CD Wind Loan Holdings (“CarVal”), the lender to the Company and an affiliate of the Company’s Class B member parent, CD Wind JV, LLC, in the amount of $44,792,700. The loan bore a cash interest rate of 7% per annum plus mandatory paid in kind interest rate of 5% to be capitalized with the principal. The Credit Agreement had an initial maturity date of August 16, 2024 with an option to extend an additional three years to August 16, 2027 when the final principal installment shall be repaid.
The Credit Agreement was collateralized by substantially all of the assets of the Company as specified in Credit Agreement. The Company’s assets, including its Wind Energy System, was cross collateralized with Green Pastures Wind I, LLC and Green Pastures Wind II, LLC (collectively the “GP Wind Projects”) in their respective debt agreements, meaning these assets were subject to seizure by GP Wind Projects’ lender to the extent GP Wind Projects defaulted on its debt agreements.
The GP Wind Projects incurred significant declines in operating revenues and availability of their wind turbines dating back to 2022. The GP Wind Projects asserted negligence against its O&M Provider (“Nordex”) and its guarantors (“Acciona”) as the cause of the aforementioned declines. In January 2024, the GP Wind Projects received notice from CarVal that they were in default of their debt agreements as a result of the ongoing litigation. Consequently, all of the Company’s assets were subject to seizure by CarVal.
To settle the aforementioned disputes, on November 1, 2024, affiliates of the Company closed on a Membership Interest Purchase Agreement (“MIPA”) with Acciona related to the purchase of GP Wind Projects and utilized the proceeds to pay off 100% of the outstanding debt in GP Wind I, GP Wind II, and the Company. On that same date, Acciona assumed $22,000,000 of the Company’s debt previously held by CarVal while the remaining $35,617,838 of the Company’s debt (inclusive of additional fees) was initially assumed by GP Wind I and GP Wind II and subsequently transferred to various stakeholders (“Subordinated Notes”).
The debt restructuring met the criteria for extinguishment, as the old debt was fully satisfied using MIPA proceeds. In accordance with the applicable accounting guidance, the existing debt was derecognized, and the remaining unamortized deferred financing costs of $657,084 were expensed as interest expense on the statement of operations. No financing fees related to the issuance of the new debt have been recognized, as there were no incremental expenses incurred specifically for the new debt issuance. These costs were included as part of transaction expenses associated with the affiliate’s MIPA.
For the year ended December 31, 2024, non-cash interest payments of $4,770,357 were capitalized as additional principal prior to the payoff. For the period January 1, 2024 through October 31, 2024, the Company incurred total interest related to related party debt of $5,708,817, which was presented as interest expense on the statements of operations.
Acciona Debt
On November 1, 2024, Acciona provided $22,000,000 in new debt to the Company through the Assignment and Assumption Agreement thereby assigning the rights of CarVal under the Credit Agreement to Acciona (“Acciona Debt”). The restructured debt carries an interest rate of 12% per annum, in which any unpaid portion will be capitalized to the principal and a maturity date of October 31, 2029.
| 15 |
Briscoe Wind Farm, LLC
Notes to Financial Statements
December 31, 2025 and 2024
As of December 31, 2025 and 2024, Acciona’s related party debt outstanding was $25,256,335 and $22,432,666, respectively, including of $2,823,669 and $432,666, respectively, paid in kind interest, which were included in related party debt on the balance sheets.
Subordinated Notes
Concurrent with the sale of the GP Wind Projects, On November 1, 2024, the Company entered into a Master Assignment of Subordinated Note in which Green Pastures Wind I, LLC and Green Pastures Wind II, LLC (collectively referred to as “the Assignors”) transferred its note receivables from the Company associated with the CarVal debt payoff mentioned above to Citicorp North America Inc., CEI HoldCo SPV, L.P., JPM Capital Corporation, Security Pacific Capital Leasing Corporation, Prudential Insurance Company of America, Pruco Life Insurance Company, and Lincoln National Life Insurance Company (collectively referred to as “the Assignees”). The total obligation owed by the Company to the Assignees is $35,617,838. The loan bears a cash interest rate of 13% per annum and a maturity date of October 31, 2029. All unpaid interest is capitalized to the principal.
As of December 31, 2025 and 2024, Subordinated notes outstanding were $41,355,698 and $36,376,696, respectively, including of $4,979,002 and $758,858, respectively, paid in kind interest, which were included in both related party debt and long-term debt, on the balance sheets.
The following table provides a list of the original assignments:
| Assignee | Assigned Amount | Assigned Amount (as a Percentage of Note Obligations) | ||||||
| Citicorp North America Inc. | $ | 5,088,263 | 14.29 | % | ||||
| CEI HoldCo SPV, L.P. | 3,883,500 | 10.90 | % | |||||
| Security Pacific Capital Leasing Corporation | 17,019,717 | 47.78 | % | |||||
| Prudential Insurance Company of America | 480,095 | 1.35 | % | |||||
| Pruco Life Insurance Company | 413,105 | 1.16 | % | |||||
| Lincoln National Life Insurance Company | 223,300 | 0.63 | % | |||||
| JPM Capital Corporation | 8,509,858 | 23.89 | % | |||||
| Aggregate Assigned Amounts | $ | 35,617,838 | 100.00 | % | ||||
As Acciona, CEI HoldCo SPV, L.P., JPM Capital Corporation, Prudential Insurance Company of America, Pruco Life Insurance Company, and Lincoln National Life Insurance Company are all affiliates of the Company, their outstanding debt is recorded as related party debt on the balance sheets while Citicorp North America Inc. and Security Pacific Capital Leasing Corporation are unaffiliated entities and are presented as long-term debt on the balance sheets.
| 16 |
Briscoe Wind Farm, LLC
Notes to Financial Statements
December 31, 2025 and 2024
The following table summarizes the outstanding debt as of December 31:
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Acciona Debt & Related Party Subordinated Notes (Related party debt) | $ | 40,942,566 | $ | 36,230,360 | ||||
| Third Party Subordinated Notes (Long-term debt) | 25,669,467 | 22,579,002 | ||||||
| Total outstanding debt | $ | 66,612,033 | $ | 58,809,362 | ||||
The Company’s future debt maturities for the five years subsequent to December 31, 2025 are as follows:
| Related party | Long-term | Total | ||||||||||
| 2026 | $ | - | $ | - | $ | - | ||||||
| 2027 | - | - | - | |||||||||
| 2028 | - | - | - | |||||||||
| 2029 | 40,942,566 | 25,669,467 | 66,612,033 | |||||||||
| Total | $ | 40,942,566 | $ | 25,669,467 | $ | 66,612,033 | ||||||
Note 8 - Commitments and contingencies
Operations, Maintenance and Management Services Agreement
The Company has an Operations, Maintenance and Management Services Agreement with a related party provider (the “OMMSA”). The OMMSA provides for certain operation and commercial management services for the Wind Energy System. The annual fee for the OMMSA is $125,000. The annual fee shall be increased as of the commencement of each contract year, beginning with the contract year commencing on January 1, 2019, in an amount equal to the change in the consumer price index from January 1 of the immediately previous contract year. On March 31, 2023, the Company terminated the OMMSA. Effective May 4, 2023, the Company entered into an Asset Management Agreement (“New Asset Manager”) with CAMS Renewables Services, LLC. The New Asset Manager provides for certain operation and commercial management services for the Wind Energy System. The annual fee for the management services is $239,927 subject to annual increases beginning January 1, 2024. For the years ended December 31, 2025 and 2024, the Company incurred fees of $456,151 and $405,198, respectively, which are included in operations and maintenance on the statements of operations.
Operations and Maintenance Services Agreement
The Company entered into an Operations and Maintenance Services Agreement dated December 23, 2014, with a third-party vendor (the “O&M”) that provides services for the covered components defined in the agreement. The O&M is separate from the OMMSA. The term for the O&M begins on the Contract Effective Date and expires on the earlier to occur of: (i) 10 years after the Commercial Operation Date; or (ii) 10 years and five months and 29 days after the Initial Maintenance Start Date as defined in the agreement. The O&M defines services to be performed as well as nonwarranty repairs, if any, in accordance with the O&M including routine operation activities, routine maintenance and corrective maintenance. The services are performed on the Company’s turbines, tower cables, blades, etc. (collectively, the 81 “Covered Units”). During 2018, the Company amended its O&M agreement to reduce the scope of services to be provided in return for a reduced fixed fee of $23,125 per Covered Unit for a four-year period, extended the initial term of the agreement for 14 years, and allowed for extension terms for an additional six years beyond the initial 14-year term. In 2020, the Company entered into Amendment No. 2 to the agreement which revised the price from July 1, 2022 until the end of the initial term to $52,700 per Covered Unit. On May 26, 2022, the Company entered into Amendment No. 3 which reduced the fee to $21,529 per Covered Unit until June 30, 2027. For the years ended December 31, 2025 and 2024, the Company incurred $3,020,286 and $3,103,449, respectively, of O&M related fees with its O&M provider, which are included in operations and maintenance on the accompanying statements of operations.
| 17 |
Briscoe Wind Farm, LLC
Notes to Financial Statements
December 31, 2025 and 2024
The Company entered into a Facility Management Service Agreement dated September 17, 2015, with the O&M provider (the “FMSA”). The FMSA provides for certain Management Services as defined in the FMSA for the Wind Energy System. The FMSA is separate from the O&M and the OMMSA. The term for the FMSA begins on the Contract Effective Date and expires on the earlier to occur: (i) 10 years after the Commercial Operation Date; or (ii) upon termination of the O&M agreement. The agreement expired on September 17, 2025. The quarterly fee for the FMSA is $46,250 had been adjusted annually beginning with the contract year commencing January 1, 2017.
Operating site leases
The Company has entered into site leases and easements with landowners of the land upon which the Wind Energy System was constructed. The leases are land use agreements only. The Company incurs lease expense for site leases with lessors during the initial term, the construction term and operational term. Lessors who have wind turbines on their property will receive minimum annual rent payments of $8,000 per wind turbine.
In addition, the Company’s leases require contingent rentals based on gross sales as defined in the leases during the operational term. The terms of the Company’s site leases contain rent escalation clauses and compensation for crop damage. The Company is required to pay property taxes, if any, insurance, and occupancy and maintenance costs.
Site lease expenses for the years ended December 31, 2025 and 2024 are included below:
| 2025 | 2024 | |||||||
| Fixed operating lease cost | $ | 645,668 | $ | 651,727 | ||||
| Variable operating lease cost | 50,000 | - | ||||||
| Total lease cost | $ | 695,668 | $ | 651,727 | ||||
As of December 31, 2025 and 2024, the weighted average remaining lease term for the Company’s operating leases was 19.9 years and 20.9 years, respectively, and the corresponding weighted average discount rate was 2.05% for both periods.
The Company’s lease liabilities have the following maturities as of December 31, 2025 and 2024:
| December 31, 2026 | $ | 648,000 | ||
| 2027 | 648,000 | |||
| 2028 | 648,000 | |||
| 2029 | 648,000 | |||
| 2030 | 648,000 | |||
| Thereafter | 9,720,000 | |||
| Total undiscounted lease payments | 12,960,000 | |||
| Less imputed interest | (2,253,671 | ) | ||
| Present value of operating lease liabilities at December 31, 2025 | $ | 10,706,329 |
Tax abatement agreement
The Company entered into a tax abatement agreement with Briscoe County, Texas, which provided for payments in lieu of certain taxes based on the capacity of the Wind Energy System. The abatement period commenced on January 1, 2016, and terminated on December 31, 2025. Pursuant to the tax abatement agreement, the Company made annual payments in lieu of taxes of $299,700, which was recorded in property taxes on the accompanying statements of operations.
| 18 |
Briscoe Wind Farm, LLC
Notes to Financial Statements
December 31, 2025 and 2024
Note 9 - Concentrations
The Company, at times, maintains cash with financial institutions in excess of the federally insured amount by the Federal Deposit Insurance Corporation. The Company has not experienced any losses with respect to its bank balances in excess of government provided insurance.
The Company is subject to market risks associated with, among other things: (i) price movements of energy commodities and credit associated with its commercial activities; (ii) reliability of its systems, procedures, and other infrastructure necessary to operate the business; (iii) changes in laws and regulations; (iv) weather conditions; (v) financial market conditions and access to and pricing of capital; and (vi) the successful operation of power markets.
The Company’s PPA with GSEC potentially subjects the Company to concentrations of credit risk. During 2025 and 2024, the Company derived 71% and 66% of its revenues from its PPA. The Company has experienced no credit losses to date related to its electricity sales and does not anticipate material credit losses to occur in the future.
Note 10 - Related party transactions
The Company is controlled by CD CEI Fund AIV, L.P. Consequently, CD CEI Fund AIV, L.P. has the ability to exert significant influence on the Company’s development, construction and operational activities for the benefit of other companies under its control.
As of December 31, 2025 and 2024, the Company had $0 and $23,468 due from CEI Wind JV, LLC for costs incurred by the affiliate paid by the Company. The costs were recorded as a due from affiliates on the balance sheets.
As of December 31, 2025 and 2024, the Company had loan agreements with related parties as detailed in Note 7.
The Company entered into a Project Management Agreement with a related party dated December 23, 2014 (“PMA”). The PMA outlines the administrative services to be provided for the benefit of the Company, Briscoe Holdings, and the Wind Energy System. The term of the PMA began on the tax equity Funding Date, which was November 17, 2015 and terminated on November 1, 2024. The Company’s portion of the annual fee for the PMA was $25,000.
Note 11 - Subsequent events
Events that occur after the balance sheet date but before the financial statements were issued must be evaluated for recognition or disclosure. The effects of subsequent events that provide evidence about conditions that existed at the balance sheet date are recognized in the accompanying financial statements. Subsequent events which provide evidence about conditions that existed after the balance sheet date are disclosed within the notes to the financial statements. Management evaluated the activity of the Company through May 28, 2026 (the date the financial statements were available to be issued) and concluded that aside from the disclosures previously included, no other subsequent events have occurred that would require recognition in the financial statements or disclosure in the notes to the financial statements.
| 19 |
| 20 |
Exhibit 99.2
This information and Grant Thornton Advisors LLC (“GT Advisors,” “we” or “our”) services (collectively, “Information”) are confidential, and access, use and distribution are restricted. If you are not GT Advisors’ client or otherwise authorized by GT Advisors and its client, you may not access or use the Information.
All materials and analysis that we developed during the course of this project were prepared for management’s review, consideration, and approval. Our services were advisory in nature only. Management is responsible for determining and implementing the advice and recommendations we provided throughout the engagement. This deliverable is intended solely for the use of management and the Board of Directors of Soluna Holdings, Inc. (“Client”). It is not intended for, and should not be used or relied upon by, any other party unless approved by Grant Thornton Advisors LLC.
GT Advisors performed and prepared the Information at Client’s direction and exclusively for Client’s sole benefit and use pursuant to the engagement letter and statement of work if applicable. THE INFORMATION MAY NOT BE RELIED UPON BY ANY PERSON OR ENTITY OTHER THAN GT ADVISORS’ CLIENT. GT ADVISORS MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE INFORMATION AND EXPRESSLY DISCLAIMS ANY CONTRACTUAL OR OTHER DUTY, RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY OTHER THAN ITS CLIENT.
The Information was performed or prepared in accordance with applicable professional standards governing the services and the terms of the engagement letter and/or statement of work as applicable. The Information does not constitute legal or investment advice, broker dealer services, a fairness or solvency opinion, an estimate of value, an audit, an examination of any type, an accounting or tax opinion, or other attestation or review services in accordance with standards of the American Institute of Certified Public Accounts (“AICPA”), the Public Company Accounting Oversight Board (“PCAOB”) or any other professional or regulatory body. GT Advisors provides no opinion or other form of assurance with respect to the Information. Client, in consultation with its independent accountants, is responsible for the preparation and fair presentation of its financial statements and related disclosures.
The Information shall be maintained in strict confidence and may not be discussed with, distributed or otherwise disclosed to any third party, in whole or in part, without GT Advisors’ prior written consent, nor may the Information be associated with, referred to or quoted in any way in any document including an offering memorandum, prospectus, registration statement, public filing, loan or other agreement, electronic site, or other forum.
| 1 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Introduction
On April 1, 2026, Soluna Holdings, Inc. (“Soluna” or the “Company”) completed the acquisition of 100% of the issued and outstanding membership interest in Briscoe Wind Farm, LLC (“Briscoe”) pursuant to a Membership Interest Purchase Agreement entered into by Soluna DV Wind SponsorCo, LLC, a wholly owned subsidiary of the Company (“Acquisition”).
Briscoe owns the Briscoe Wind Project, a 150 MW wind-powered electric generation facility located in Floyd County and Briscoe County, Texas. The total cost of the Acquisition was approximately $55.9 million , including the settlement of certain pre-existing obligations of Briscoe.
In connection with the Acquisition, the Company amended its existing Credit Agreement with Generate Lending to establish a Tranche C Loan Commitment of $12.5 million to finance the Acquisition and reduce the unfunded Tranche B Loan Commitment by $12.5 million.
Soluna issued to Generate Strategic Credit Master Fund I-B, L.P., an affiliate of the Lender and the agent in a private placement (i) a pre-funded warrant to purchase up to 700,000 shares of Common Stock of the Company, (ii) a common warrant to purchase up to 1,350,000 shares of Common Stock and (iii) a common warrant to purchase up to 650,000 shares of Common Stock.
The amendment to the existing credit agreement, the issuance of the pre-funded warrant and common warrants, and together with the Acquisition are referred to as the “Transactions”.
The unaudited pro forma condensed combined financial information is prepared in accordance with SEC Regulation S-X Article 11, using the assumptions set forth in the notes to the unaudited pro forma condensed combined financial information. The results set forth in the unaudited pro forma condensed combined financial information include Transaction accounting adjustments that give effect to events that are directly attributable to the Transactions described above.
The following unaudited pro forma condensed combined financial information is derived from the audited historical financial statements of Soluna and Briscoe. The unaudited pro forma condensed combined balance sheet as of December 31, 2025, gives effect to the Transactions as if they had occurred on December 31, 2025. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2025 present the effects of the Transactions as though they had occurred on January 1, 2025.
The unaudited pro forma condensed combined financial information should be read in conjunction with the following information:
| - | Notes to the unaudited pro forma condensed combined financial information | |
| - | Soluna’s Current Report on Form 8-K filed on April 3, 2026, including the exhibits thereto, which is incorporated herein by reference. | |
| - | Audited financial statements of Soluna as of and for the year ended December 31, 2025, which are included in Soluna’s Annual Report on Form 10-K for the year ended December 31, 2025, which is incorporated herein by reference . | |
| - | Audited financial statements of Briscoe as of and for the year ended December 31, 2025, which is included herein. |
The Acquisition was accounted for as an asset acquisition as the fair value of substantially all the assets acquired were concentrated in a group of similar assets. The allocation of the purchase price used in the unaudited pro forma condensed combined financial information is based on the fair value of the assets acquired and liabilities assumed, and the related income tax impact of the acquisition accounting adjustments. The pro forma adjustments included herein, which include a preliminary evaluation of accounting policies for conformity, may be revised as additional information becomes available and as additional analyses are performed.
The unaudited pro forma financial statements are presented for informational purposes only and do not necessarily indicate the financial results of the combined operations had the operations been combined at the beginning of the periods presented, nor do they necessarily indicate the results of operations in future periods or the future financial position.
Items Not Reflected in the Unaudited Pro Forma Condensed Combined Financial Information
The unaudited pro forma condensed combined financial information does not include the realization of any potential profit improvement, cost savings from operating efficiencies, synergies or other restructuring activities that might result from the Transactions. Further, there may be additional charges related to the restructuring or other integration activities resulting from the Transactions, the timing, nature and amount of which Soluna’s management cannot identify as of the date of and thus, such charges are not reflected in the unaudited pro forma condensed combined financial information.
| 2 |
Unaudited Pro Forma Condensed Combined Balance Sheet
As of December 31, 2025
(In thousands)
| Soluna Holdings, Inc. | Briscoe Wind Farm, LLC | Transaction Accounting Adjustments | Note | Pro Forma | ||||||||||||||
| Assets | ||||||||||||||||||
| Current Assets: | ||||||||||||||||||
| Cash | $ | 76,423 | - | (45,578 | ) | 3b & 3c | 30,845 | |||||||||||
| Restricted cash | 4,500 | 1,815 | 1,242 | 3b | 7,557 | |||||||||||||
| Accounts receivable, net | 5,522 | 910 | 6,432 | |||||||||||||||
| Loan commitment assets | 3,018 | - | 3,018 | |||||||||||||||
| Prepaid expenses and other current assets | 2,664 | 910 | 3,574 | |||||||||||||||
| Total Current Assets | 92,127 | 3,635 | (44,336 | ) | 51,426 | |||||||||||||
| Restricted cash, noncurrent | 7,920 | 284 | 8,204 | |||||||||||||||
| Other assets | 978 | 100 | 1,078 | |||||||||||||||
| Deposits and credits on equipment | 1,377 | - | 1,377 | |||||||||||||||
| Property, plant and equipment, net | 74,783 | 137,132 | (83,909 | ) | 3e | 128,006 | ||||||||||||
| Intangible assets, net | 8,261 | - | 2,650 | 3d | 10,911 | |||||||||||||
| Deposits | - | 20 | 20 | |||||||||||||||
| Operating lease right-of-use assets | 252 | 10,138 | (5,706 | ) | 3g | 4,684 | ||||||||||||
| Financing lease right-of-use assets | 2,246 | - | 2,246 | |||||||||||||||
| Total Assets | $ | 187,944 | 151,309 | (131,301 | ) | 207,952 | ||||||||||||
| Liabilities and Stockholders’ Equity | ||||||||||||||||||
| Current Liabilities: | ||||||||||||||||||
| Accounts payable | $ | 4,859 | 285 | 5,144 | ||||||||||||||
| Accrued liabilities | 13,182 | - | 13,182 | |||||||||||||||
| Accrued interest | 303 | - | 303 | |||||||||||||||
| Contract liability | 19,348 | - | 19,348 | |||||||||||||||
| Current portion of debt | 8,858 | - | 8,858 | |||||||||||||||
| Income tax payable | 123 | - | 123 | |||||||||||||||
| Customer deposits-current | 1,913 | - | 1,913 | |||||||||||||||
| Deferred revenue | 518 | - | 518 | |||||||||||||||
| Operating lease liability | 65 | 415 | (373 | ) | 3g | 107 | ||||||||||||
| Financing lease liability | 20 | - | 20 | |||||||||||||||
| Tracking account | - | 6,000 | (6,000 | ) | 3h | - | ||||||||||||
| Other current Liabilities | - | 537 | 537 | |||||||||||||||
| Total Current Liabilities | 49,189 | 7,237 | (6,373 | ) | 50,053 | |||||||||||||
| Other liabilities | 743 | - | 743 | |||||||||||||||
| Customer deposits- long-term | 2,533 | - | 2,533 | |||||||||||||||
| Long-term debt | 17,899 | 66,613 | (56,739 | ) | 3b & 3h | 27,773 | ||||||||||||
| Asset retirement obligation | - | 4,712 | 4,712 | |||||||||||||||
| Operating lease liability - noncurrent | 187 | 10,291 | (5,825 | ) | 3g | 4,653 | ||||||||||||
| Financing lease liability - noncurrent | 2,236 | - | 2,236 | |||||||||||||||
| Deferred tax liability, net | 2,911 | - | 2,911 | |||||||||||||||
| Total Liabilities | 75,698 | 88,853 | (68,937 | ) | 95,614 | |||||||||||||
| Members’ Equity | - | 62,456 | (62,456 | ) | 3f | - | ||||||||||||
| Mezzanine equity: | ||||||||||||||||||
| Placement agent warrants | 1,313 | - | - | 1,313 | ||||||||||||||
| Stockholders’ Equity: | ||||||||||||||||||
| Series A Cumulative Perpetual Preferred Stock | 5 | - | - | 5 | ||||||||||||||
| Series B Preferred Stock | - | - | - | - | ||||||||||||||
| Common stock | 103 | - | - | 103 | ||||||||||||||
| Additional paid-in capital | 435,030 | - | 1,649 | 3a | 436,679 | |||||||||||||
| Accumulated deficit | (367,715 | ) | - | (1,557 | ) | 3i | (369,272 | ) | ||||||||||
| Common stock in treasury | (13,873 | ) | - | - | (13,873 | ) | ||||||||||||
| Total Stockholders’ Equity (Deficit) | 53,550 | - | 92 | 53,642 | ||||||||||||||
| Non-Controlling Interest | 57,383 | - | - | 57,383 | ||||||||||||||
| Total Stockholders’ Equity | 112,246 | 62,456 | (62,364 | ) | 112,338 | |||||||||||||
| Total Liabilities and Equity | $ | 187,944 | 151,309 | (131,301 | ) | 207,952 | ||||||||||||
See accompanying “Notes to the Unaudited Pro Forma Condensed Combined Financial Information”.
| 3 |
Unaudited Pro Forma Condensed Combined Statement of Operations
For the Year Ended December 31, 2025
(In thousands, except per share information)
| Soluna Holdings, Inc. | Briscoe Wind Farm, LLC | Transaction Accounting Adjustments | Note | Pro Forma | ||||||||||||||
| Cryptocurrency mining revenue | $ | 11,406 | - | 11,406 | ||||||||||||||
| Data hosting revenue | 16,998 | - | 16,998 | |||||||||||||||
| High-performance computing service revenue | 28 | - | 28 | |||||||||||||||
| Demand response service revenue | 1,285 | - | 1,285 | |||||||||||||||
| PPA revenue | - | 6,360 | (3,587 | ) | 4g | 2,773 | ||||||||||||
| Merchant revenue | - | 1,759 | 1,759 | |||||||||||||||
| REC revenue | - | 832 | 832 | |||||||||||||||
| Total revenue | 29,717 | 8,951 | (3,587 | ) | 35,081 | |||||||||||||
| Operating costs: | ||||||||||||||||||
| Cost of cryptocurrency mining revenue, exclusive of depreciation | 7,411 | - | (2,357 | ) | 4g | 5,054 | ||||||||||||
| Cost of data hosting revenue, exclusive of depreciation | 9,104 | - | (1,230 | ) | 4g | 7,874 | ||||||||||||
| Cost of high-performance computing services | 7 | - | 7 | |||||||||||||||
| Cost of cryptocurrency mining revenue- depreciation | 4,304 | - | 4,304 | |||||||||||||||
| Costs of revenue- depreciation | 2,433 | 7,191 | (2,634 | ) | 4a & 4b | 6,990 | ||||||||||||
| Total cost of revenue | 23,259 | 7,191 | (6,221 | ) | 24,229 | |||||||||||||
| Operating expenses: | ||||||||||||||||||
| Operations and maintenance | - | 7,720 | 25 | 4d | 7,745 | |||||||||||||
| General and administrative expenses | 30,519 | 551 | 31,070 | |||||||||||||||
| Depreciation, amortization and accretion expense | 9,608 | - | 9,608 | |||||||||||||||
| Total general and administrative expenses | 40,127 | 8,271 | 25 | 48,423 | ||||||||||||||
| Impairment on fixed assets | 12 | 12 | ||||||||||||||||
| Operating loss | (33,681 | ) | (6,511 | ) | 2,609 | (37,583 | ) | |||||||||||
| Other income (expense) | ||||||||||||||||||
| Interest expense | (4,835 | ) | (8,428 | ) | 9,408 | 4c & 4f | (3,855 | ) | ||||||||||
| Gain (loss) on debt extinguishment and revaluation, net | 10,658 | - | 10,658 | |||||||||||||||
| Fair value adjustment loss | (23,681 | ) | - | (23,681 | ) | |||||||||||||
| Loss on sale of fixed assets and credit on equipment deposit | (1,151 | ) | - | (1,151 | ) | |||||||||||||
| Other financing expense | (5,917 | ) | - | 2,039 | 4e | (3,878 | ) | |||||||||||
| Other (expense) income, net | (700 | ) | 165 | (535 | ) | |||||||||||||
| Loss before income taxes | (59,307 | ) | (14,774 | ) | 14,056 | (60,025 | ) | |||||||||||
| Income tax benefit, net | 2,316 | 2,316 | ||||||||||||||||
| Net loss | (56,991 | ) | (14,774 | ) | 14,056 | (57,709 | ) | |||||||||||
| (Less) Net loss (income) attributable to non-controlling interest, net | 3,580 | 3,580 | ||||||||||||||||
| Net loss attributable to Soluna Holdings, Inc. | $ | (53,411 | ) | (14,774 | ) | 14,056 | (54,129 | ) | ||||||||||
| Pro forma Earnings Per Share Data (Note 5): | ||||||||||||||||||
| Net (loss) income per common stock per share: | ||||||||||||||||||
| Basic and diluted | $ | (2.38 | ) | (1.82 | ) | |||||||||||||
| Weighted-average shares to common stock outstanding | ||||||||||||||||||
| Basic and diluted | 29,048,848 | 29,748,848 | ||||||||||||||||
See accompanying “Notes to the Unaudited Pro Forma Condensed Combined Financial Information”.
| 4 |
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
NOTE 1 — Basis of presentation
The unaudited pro forma condensed combined financial information and related notes are prepared in accordance with Article 11 of Regulation S-X and present the historical audited financial information financial statements of Soluna and Briscoe. The unaudited pro forma condensed combined balance sheet as of December 31, 2025, gives effect to the Transactions as if they had occurred on December 31, 2025. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025, gives pro forma effect to the Transactions as if they had occurred on January 1, 2025.
The Acquisition was accounted for as an asset acquisition as the fair value of substantially all the assets acquired were concentrated in a group of similar assets. Transaction costs incurred to acquire the assets, which amounted to $5.0 million, were capitalized and included in the cost basis of the acquired assets.
The accounting policies used in the preparation of the unaudited pro forma condensed combined financial information are those set out in Soluna’s audited financial statement as of and for the year ended December 31, 2025. Upon completion of the Transactions, Soluna’s management performed a comprehensive review of Briscoe’s accounting policies. Soluna’s management is currently not aware of any significant accounting policy differences and, therefore, has not made any adjustments to the pro forma condensed combined financial information related to these potential differences.
The pro forma adjustments, which Soluna believes are reasonable under the circumstances, are preliminary and are based upon available information and certain assumptions described in the accompanying notes to the unaudited pro forma condensed combined financial information. Actual results and valuations may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial information. Additionally, the unaudited pro forma condensed combined statement of operations does not reflect the cost of any integration activities or benefits from the Transactions and synergies that may be derived from any integration activities, both of which may have a material effect on the consolidated results of operations in periods following the completion of the Transactions.
NOTE 2 — Acquisition transaction
Total cost of the acquisition
Soluna and its subsidiary acquired 100% of the interests in Briscoe with cash consideration. Transaction costs incurred to acquire the assets, which amounted to $1.5 million, were capitalized and included in the cost basis of the acquired assets. There was no contingent consideration associated with the transaction.
The cash consideration totaled $55.9 million.
Asset acquisition cost allocation
Total acquisition cost is allocated to the identifiable assets acquired and liabilities assumed based on their relative fair values:
| Description | Amount (000’s) | |||
| Restricted Cash, Current | $ | 4,160 | ||
| Accounts Receivable | 1,492 | |||
| Prepaid Expenses & Other Current Assets | 2 | |||
| Restricted Cash, Non-Current | 284 | |||
| Deposits | 20 | |||
| Operating Lease ROU Assets | 4,432 | |||
| Property, plant, and equipment | 53,223 | |||
| Power Purchase Agreement | 2,650 | |||
| Accounts Payable and Accrued Expenses | (660 | ) | ||
| Other Current Liabilities | (444 | ) | ||
| Operating Lease Liability | (4,508 | ) | ||
| Asset Retirement Obligations | (4,792 | ) | ||
| Net Assets Acquired | $ | 55,859 | ||
| 5 |
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
NOTE 3 — Transaction accounting adjustments to unaudited pro forma condensed combined balance sheet
Warrant adjustments
| a) | Represents the issuance of pre-funded and common warrants in connection with the amended Credit Agreement to finance Soluna’s acquisition of Briscoe, initially measured at fair value as equity-classified instruments with no subsequent remeasurement. |
Financing adjustments
| b) | The net increase to debt reflects the new Tranche C Loan of $12.5 million incurred to finance the acquisition of Briscoe, less $0.98 million of debt issuance costs and $1.6 million representing the fair value of warrants issued to the lenders. Net proceeds received by Soluna were $11.5 million and are presented in cash and cash equivalents and in restricted cash. |
Acquisition adjustments
| c) | Represents the total cost of consideration of $55.9 million cash for acquiring Briscoe. | |
| d) | Represents an adjustment to record acquired intangible asset at its fair value. Identifiable intangible asset reflected in the pro forma condensed combined financial information is provided below. The amortization related to the identifiable intangible asset is reflected as a pro forma adjustment in the unaudited pro forma condensed combined statement of operations, as further described in Note 4(a). | |
| e) | Represents an adjustment to record acquired property, plant and equipment of Briscoe at fair value. The depreciation expense related to the asset is reflected as a pro forma adjustment in the unaudited pro forma condensed combined statement of operations, as further described in Note 4(b). | |
| f) | Represents the elimination of Briscoe’s historical equity balance upon closing. | |
| g) | Represents an adjustment to remeasure acquired right-of-use assets and lease liabilities to equal the estimated present value of remaining minimum lease payments as of the Closing Date, including the impact of any below-market lease terms recognized as a favorable or unfavorable lease intangible. | |
| h) | Reflects full settlement of Briscoe’s debt, including repayment of the Briscoe Debt and the Subordinated Notes and repayment of the Tracking Account. | |
| i) | Represents an adjustment to reconcile Briscoe’s historical net asset balances as of December 31, 2025 to the assets and liabilities acquired and measured as of the Closing Date, including the impact of interim activity and differences in acquisition-date balances. |
| 6 |
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
NOTE 4 — Transaction accounting adjustments to unaudited pro forma condensed combined statement of operations
| a) | Represents the adjustment to record elimination of historical amortization expense and recognition of new amortization expense related to acquired identifiable intangible asset based on the fair value and the associated useful life. Amortization expense is calculated based on the fair value of the identifiable intangible asset and the associated useful life as discussed in Note 3(d) above. The amortization is based on the periods over which the economic benefits of the intangible assets are expected to be realized. | |
| b) | Represents the adjustment to record elimination of historical depreciation expense and recognition of revised depreciation expense related to the property, plant and equipment acquired based on the fair value and the associated useful life as of December 31, 2025. | |
| c) | Represents reversal of historical interest expense on existing Briscoe Debt and Subordinated Notes for the year ended December 31, 2025. | |
| d) | Represents the adjustment to record the elimination of historical operating lease costs and recognition of new operating lease costs related to operating leases right-of-use assets based on the fair value and the associated remaining lease life at the time of the Acquisition. | |
| e) | Represents the write-off of the remaining unamortized deferred financing costs related to the Tranche B loan commitment, which was reduced by $12.5 million pursuant to the amended credit agreement. | |
| f) | Represents the net increase to interest expense resulting from interest on the new debt to finance the acquisition of Briscoe and the amortization of related debt issuance costs. | |
| g) | Reflects the elimination of intercompany transactions between Soluna and Briscoe, primarily related to energy sales under the PPA, with the corresponding cost of revenue recognized by Soluna. |
NOTE 5 — Pro forma earnings per share
Pro forma basic income (loss) per share for the year ended December 31, 2025 is computed by dividing the pro forma net income (loss) by the weighted average number of shares of common stock outstanding, inclusive of common stock issued and contingently issuable shares in connection with warrants, as if the Transactions had occurred on January 1, 2025, and excludes the effects of any potentially dilutive securities. Pro forma diluted income (loss) per share is computed by adjusting the pro forma net income (loss) and the weighted-average shares of common stock outstanding, including the impact of such warrants and related contingently issuable shares, to give effect to potentially dilutive securities.
The Company is in a pro forma net loss position for all periods presented. As such, all potentially dilutive securities, including common warrants and other convertible instruments, have been excluded from the computation of diluted loss per share as their inclusion would be anti-dilutive. As a result, diluted loss per share is the same as basic loss per share for the period presented.
The following table sets forth a reconciliation of the numerators and denominators used to compute pro forma basic and diluted (loss) earnings per share (amounts in thousands, except share and per share data):
| Year
Ended December 31, 2025 | ||||
| Pro forma (loss) earnings per share, basic and diluted | ||||
| Numerator: | ||||
| Pro forma net (loss) income | $ | (54,129 | ) | |
| Denominator: | ||||
| Pro forma weighted average shares outstanding (Basic and Diluted) | 29,748,848 | |||
| Pro forma Earnings Per Share Data: | ||||
| Basic & Diluted loss per share | $ | (1.82 | ) | |
| 7 |