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SUBSEQUENT EVENTS
3 Months Ended
Mar. 31, 2022
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS SUBSEQUENT EVENTS
Management has evaluated events and transactions subsequent to the balance sheet date through the date of this report (the date the financial statements were available to be issued) for potential recognition or disclosure in the financial statements. Except as disclosed in the following sections, management has not identified any items requiring recognition or disclosure
McClymonds Supply & Transit Company, Inc. and DTA, L.P. vs Scrubgrass generating Company, L.P.

On May 9, 2022, an award in the amount of $5.0 million plus interest computed as of May 15, 2022 in the amount of $0.8 million was issued in favor of the McClymonds Supply & Transit Company, Inc. in the previously disclosed dispute over a trucking contract between the claimant and our subsidiary. The two managing members of Q Power, LLC, our primary Class V shareholder, have agreed to pay the full amount of the award such that there will be no effect on the financial condition of the Company.
Switchgear Outage

On April 20, 2022, a switchgear failed at the Panther Creek data center resulting in 10 days without any mining at that location. The Scrubgrass data center was unaffected by the switchgear failure. The Panther Creek data center was operating at approximately 1.2 exahash (1.2 million terahash) prior to the outage. Panther Creek Energy Operations sold energy to the grid, in lieu of mining, until a replacement part was received, and normal mining operations resumed early on April 30, 2022. Management estimates the lost mining associated with the outage to be approximately 55 Bitcoin, or approximately $2.2 million of cryptocurrency mining revenue, which was partially mitigated by energy revenue of $0.8 million from selling to the grid, a net impact of $1.4 million. Management has assessed critical spare parts and long lead time parts. Procured parts will be held in inventory to mitigate the length of forced outages associated with the facilities power distribution system.
Equity Award

On April 28 and April 29, 2022, the Company granted approximately 1,182,867 restricted stock units subject to various vesting provisions to employees of the Company.

2022 Private Placement

On May 15, 2022, we entered into a note and warrant purchase agreement (the “Purchase Agreement”), by and among the Company and the purchasers thereto (collectively, the “Purchasers”), whereby we agreed to issue and sell to Purchasers, and Purchasers agreed to purchase from the Company, (i) $33,750,000 aggregate principal amount of 10.00% unsecured convertible promissory notes (the “May 2022 Notes”) and (ii) warrants (the “May 2022 Warrants”) representing the right to purchase up to 6,318,000 shares of Class A Common Stock, of the Company with an exercise price per share equal to $2.50, on the terms and subject to the conditions set forth in the Purchase Agreement (collectively, the “2022 Private Placement”). The Purchase Agreement contained representations and warranties by the Company and the Purchasers that are customary for transactions of this type. The May 2022 Notes and the May 2022 Warrants were offered and sold in reliance on the exemption afforded by Section 4(a)(2) of the Securities Act, and Rule 506(b) of Regulation D promulgated thereunder for aggregate consideration of $27.0 million.

In connection with the 2022 Private Placement, the Company undertook to negotiate with the Purchasers, and to file a certificate of designation (“Series C Preferred Certificate of Designation”) with the State of Delaware, following the closing of the 2022 Private Placement, the terms of a new series of preferred stock (the “Series C Preferred Stock”).

In connection with the 2022 Private Placement, the May 2022 Warrants were issued pursuant to a Warrant Agreement, dated as of May 15, 2022 (the “Warrant Agreement”). The May 2022 Warrants are subject to mandatory cashless exercise provisions and have certain anti-dilution provisions. The May 2022 Warrants will be exercisable for a five-year period from the closing.
Miner Sales Agreement

On May 13, 2022 and May 15, 2022, the Company entered into multiple Miner Sales Agreements with multiple buyers. The Company has previously disclosed its effort to optimize its bitcoin miner fleet and recently sold 2,600 miners (approximately 332 petahash) for $16.9 million. While the Company expects to recognize a loss of approximately $7.0 million on these miners during the second quarter of 2022, these sales are justified by the Company's priorities of liquidity and improved returns over growth. The buyers will pay the Company $9.9 million up front and take over the remaining installment payments upon transfer of the contract, relieving the Company of the outstanding purchase obligation.