Soluna Holdings, Inc 8-K

What Happened

• Soluna Holdings’ indirect subsidiary Soluna DV Wind SponsorCo, LLC closed on the purchase of 100% of Briscoe Wind Farm, LLC (the Briscoe Project) on April 1, 2026 for an aggregate closing payment of approximately $53,000,000. The Briscoe Project is an ~149.85 MW nameplate wind generation project in Briscoe and Floyd counties, Texas.
• Simultaneously, the company amended its existing Credit and Guaranty Agreement (originally entered September 12, 2025) to add the Tranche C Borrower and establish Tranche C loan commitments of $12.5 million to finance the Briscoe acquisition. The Amendment became effective April 1, 2026.

Key Details

• Purchase price: ~ $53,000,000; Project capacity: ~149.85 MW; acquisition closed April 1, 2026.
• New financing: Tranche C commitments of $12.5M. Tranche C interest margins are 8.0% over Term SOFR (or 7.0% over ABR); Tranche A/B SOFR margins are 10.0% (9.0% ABR). SOFR rate floor: 3.50% per annum. Loans include scheduled amortization and mandatory cash-sweep prepayments.
• Security & guarantees: obligations guaranteed by certain subsidiaries and secured by first-priority liens on substantially all assets of borrowers/guarantors, including project mortgages and pledged equity.
• Equity consideration to lender: private placement of a pre-funded warrant for up to 700,000 shares (exercise $0.0001) and two common warrants (1,350,000 shares at $0.68 and 650,000 shares at $0.75). Warrants include a ~9.99% beneficial ownership cap and registration rights were amended/expanded.

Why It Matters

• The acquisition adds a utility‑scale wind asset (~150 MW) to Soluna’s portfolio, expanding its renewable generation base and project-backed revenue potential.
• The company financed part of the deal via a project-level amendment that increases leverage secured by project assets and introduces a new $12.5M tranche with relatively high margins over SOFR, which affects borrowing costs.
• Warrants issued to the lender’s affiliate can dilute existing shareholders if exercised, but registration rights were provided to enable resale. Financial covenants (including minimum Debt Service Coverage Ratios) and customary lender protections now apply to the Briscoe Project and could limit flexibility if covenant tests are not met.

Keywords: acquisition, Briscoe Wind Farm, credit amendment, Tranche C, warrants, debt, DSCR, Soluna Holdings.