Soluna Holdings, Inc 8-K

What Happened
Soluna Holdings, Inc. (SLNH) filed an 8-K reporting that on June 3, 2026 its subsidiary Soluna HPC KK II HoldCo, LLC entered a limited liability company agreement with DC Kati Venture LLC to form Soluna MB KK II JVCo, LLC to develop Project Kati 2, a multi‑phase data center in Willacy County, Texas. Phase I is a 100 MW critical IT data center and Phase II will add 250 MW (350 MW total). The Soluna subsidiary is the manager of the joint venture.

Key Details

• Effective Date: June 3, 2026.
• Parties: Soluna HPC KK II HoldCo, LLC (wholly owned subsidiary of Soluna HPC, Inc.) and DC Kati Venture LLC (managed by Metrobloks LLC).
• Ownership & Management: Soluna Member holds 100% of Class A interests and serves as manager; Metrobloks Member holds 100% of Class B interests.
• Contributions & commitments: Soluna contributed the Phase I property, a purchase agreement for Phase II, and funded ~$3.5 million in operating expenses to date. Soluna committed approximately $19.0 million (subject to closing) to acquire the Phase II property and up to an additional $2.0 million for future operating expenses.
• Distribution waterfall: After Soluna recovers its capital contributions, achieves a 14% IRR on those contributions, and receives $100,000 per Gross PPA MW of Project Kati 2, additional distributions will be split 50/50 between the members.
• Regulation FD: Soluna issued a press release on June 9, 2026 disclosing related corporate and operational information (Exhibit 99.1).

Why It Matters
This JV formalizes Soluna’s role as manager and primary capital contributor in developing a large-scale (350 MW) data center project in Texas, committing meaningful near-term capital (about $22.5M total funded/committed to date including the $3.5M already funded plus the $19.0M purchase commitment and up to $2.0M additional). The agreement gives Soluna priority to recover its investment plus a 14% IRR and a per‑MW payment before profits are split, which defines how future cash flows from Project Kati 2 will be shared. Investors should note the capital exposure, the project scale (100 MW initial build + 250 MW expansion), and the partnership structure with Metrobloks as key factors for assessing potential future revenue and risk related to Soluna’s data‑center development activities.