UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 8.01 Other Events.
On March 10, 2023, Soluna Holdings, Inc., a Nevada corporation (the “Company”), along with Soluna DV Devco, LLC, a Nevada limited liability company (“Devco”), and Soluna DVSL ComputeCo, LLC, a Delaware limited liability company (the “Project Company”) entered into a Purchase and Sale Agreement (the “Purchase and Sale Agreement”) with Soluna SLC Fund I Projects Holdco, LLC, a Delaware limited liability company (“Spring Lane”) that is wholly owned indirectly by Spring Lane Management LLC. Prior to the execution of the Purchase and Sale Agreement, the Company and Spring Lane each owned Class B membership interests in the Project Company (the “Class B Membership Interests”), with the Company owning 26,330,434 Class B Membership Interests, constituting 56.61% of the Class B Membership Interests, and Spring Lane owning 20,180,091 Class B Membership Interests, constituting 43.39% of the Class B Membership Interests. The Project Company is constructing a modular data center with a peak demand of 25 megawatts (the “Dorothy Phase 1A Facility”).
Under the Purchase and Sale Agreement, the Company sold to Spring Lane 19,539,897 Class B Membership Interests, constituting 42% of the Class B Membership Interests, for a purchase price of $7,500,000 (the “Sale”). After giving effect to the Sale, the Company owns 6,790,537 Class B Membership Interests (constituting 14.6% of the Class B Membership Interests) and Spring Lane owns 39,791,988 Class B Membership Interests (constituting 85.4% of the Class B Membership Interests). The Sale occurred concurrently with the execution of the Purchase and Sale Agreement. The cash portion of the purchase price paid by Spring Lane to the Company was $5,770,065, which represents the purchase price of $7,500,000 less the Company’s pro rata share of certain contributions funded entirely by Spring Lane in February 2023 and March 2023.
Concurrently with the Sale, the Company, Spring Lane, Devco and the Project Company entered into (a) the Fourth Amended and Restated Limited Liability Company Agreement of the Project Company, dated as of March 10, 2023 (the “Fourth A&R LLCA”), an amendment and restatement of the Third Amended and Restated Limited Liability Company Agreement of the Project Company dated as of March 3, 2023, and (b) the Amended and Restated Contribution Agreement, dated as of March 10, 2023 (the “A&R Contribution Agreement”), an amendment and restatement of the Contribution Agreement dated as of August 5, 2022. The Fourth A&R LLCA provides for certain updates in respect of Spring Lane’s majority ownership. The A&R Contribution Agreement reflects updated pro rata member funding percentages as a result of the Sale as well as updated contribution caps for each of the Company and Spring Lane.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: March 14, 2023
| SOLUNA HOLDINGS, INC. | ||
| By: | /s/ Philip Patman, Jr. | |
| Name: | Philip Patman, Jr. | |
| Title: | Chief Financial Officer | |