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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 25, 2025
SOLUNA HOLDINGS, INC.
(Exact name of Registrant as Specified in Its Charter)
| Nevada | 001-40261 | 14-1462255 | ||
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 325 Washington Avenue Extension | ||
| Albany, New York | 12205 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (516) 216-9257
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common stock, par value $0.001 per share | SLNH | The Nasdaq Stock Market LLC | ||
| 9.0% Series A Cumulative Perpetual Preferred Stock, par value $0.001 per share | SLNHP | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure.
On March 25, 2025, Soluna Holdings, Inc. (the “Company”) issued a press release containing certain previously unreported corporate and operational information which the Company publishes regularly to its website. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The information in Item 7.01 and in Exhibit 99.1 will not be treated as “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. This information will not be incorporated by reference into any filing under the Securities Act of 1933 or into another filing under the Exchange Act, unless that filing expressly incorporates this information by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | Press Release, dated March 25, 2025 | |
| 104 | Cover Page Interactive Date File (embedded with the Inline XBRL 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: March 25, 2025 | By: | /s/ John Tunison |
| John Tunison | ||
| Chief Financial Officer | ||
| (principal financial officer) | ||
Exhibit 99.1
Soluna Powers Up Project Dorothy 2, to Increase Bitcoin Hosting Capacity by 60% to 123 MW
Initial phase powered up and ramping; To be completed by Q4 2025.
ALBANY, NY, March 25, 2025 – Soluna Holdings, Inc. (“Soluna” or the “Company”), (NASDAQ: SLNH), a developer of green data centers for AI and other intensive computing, announced today that it has the approval from ERCOT and has successfully begun the initial energizing and phased commissioning of Project Dorothy 2, marking a significant expansion of its Bitcoin Hosting capacity,
The energization of Project Dorothy 2 represents the next phase of Soluna’s flagship Texas-based data center, designed to integrate seamlessly with renewable energy sources. The initial energization for the first 18 MW will be fully ramped in Q2 2025 and the remaining two phases totaling 30 MW will be completed by Q4 2025.
Summary Facts on Project Dorothy 2:
| Total Size: | 48 MW |
| Phases: | 3 phases at 18, 14, and 16 MW each |
| Date of Initial Energization: | Q1 2025 |
| Anticipated Annual Revenue: | $19 - $25mm |
| Estimated Date of Completion: | Q4 2025 |
| Revenue source: | Bitcoin Hosting |
| Hashrate Capacity: | 2.2 EH/s |
| Primary power source: | Wind |
| Location: | Silverton, Texas |
The facility is connected to a 150 MW wind farm, providing a scalable solution to reduce curtailment and optimize clean energy usage. This new phase brings additional computing capacity online, reinforcing Soluna’s commitment to powering high-performance computing with sustainable energy.
John Belizaire, CEO of Soluna stated, “The energization of Project Dorothy 2 builds on the success of Project Dorothy 1, demonstrating how Soluna’s approach to curtailment solutions and sustainable computing can be scaled efficiently.” He added, “As we expand our Bitcoin Hosting capacity, we continue to attract the industry’s top Hyperscaler miners with our white glove service model called Relentless Stewardship.”
Key Features of Project Dorothy 2:
| ● | Additional 48 MW of renewable-powered Bitcoin Hosting brings Soluna’s total capacity to 123 MW. |
| ● | Strategic integration with local energy infrastructure to minimize curtailment |
| ● | Optimized efficiency to support Bitcoin mining workloads with reduced environmental impact |
| ● | Demonstrates capability to scale data center facilities to material, 100MW+, size cost-effectively and efficiently |
Soluna continues its tradition of naming its data centers after women scientists who help catalyze major innovation. Project Dorothy is named after Dorothy Vaughan, an African American mathematician and “human computer” who worked for the National Advisory Committee for Aeronautics and NASA in 1939, exemplifying innovation and excellence in computing.
For more information about Project Dorothy 2 and Soluna’s mission, visit solunacomputing.com
Safe Harbor Statement
This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements include all statements, other than statements of historical fact, regarding our current views and assumptions with respect to future events regarding our business, our expectations with respect to the anticipated annual revenues and energization of Project Dorothy 2, including our ability to complete the energization of Project Dorothy 2 on the projected timeline or at all, and other statements that are predictive in nature. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident” and similar statements. Soluna Holdings, Inc. may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including but not limited to statements about Soluna’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties, further information regarding which is included in the Company’s filings with the Securities and Exchange Commission. All information provided in this press release is as of the date of the press release, and Soluna Holdings, Inc. undertakes no duty to update such information, except as required under applicable law.
About Soluna Holdings, Inc (Nasdaq: SLNH)
Soluna is on a mission to make renewable energy a global superpower using computing as a catalyst. The company designs, develops, and operates digital infrastructure that transforms surplus renewable energy into global computing resources. Soluna’s pioneering data centers are strategically co-located with wind, solar, or hydroelectric power plants to support high-performance computing applications including Bitcoin Mining, Generative AI, and other compute-intensive applications. Soluna’s proprietary software MaestroOS(™) helps energize a greener grid while delivering cost-effective and sustainable computing solutions, and superior returns. To learn more visit solunacomputing.com and follow us on:
LinkedIn: https://www.linkedin.com/company/solunaholdings/
X (formerly Twitter): x.com/solunaholdings
YouTube: youtube.com/c/solunacomputing
Newsletter: bit.ly/solunasubscribe
Resource Center: solunacomputing.com/resources
Contact Information
Cybele Ramirez
Director, Marketing
Soluna Holdings, Inc.
ir@soluna.io