Soluna seeks 1B authorized shares to finance Dorothy 3, mining

An SEC filing shows Soluna Holdings will ask shareholders at its Oct. 16 annual meeting to increase authorized common stock to 1 billion shares from 375 million and to permit issuances that exceed Nasdaq’s default 20% threshold. The two proposals would expand the company’s ability to access a March standby equity agreement with YA II PN that allows up to $250 million of common stock sales over time. Soluna reported about 246.7 million shares outstanding as of Aug. 21. Neither proposal would immediately issue new shares or guarantee Soluna will raise the full amount.

The company identifies the capital for Project Dorothy 3, a planned AI and high-performance computing campus in Texas with potential capacity above 300 megawatts. Soluna has acquired 397 acres for Dorothy 3 and begun master planning and design work. The company also purchased the 150 MW Briscoe Wind Farm for $53 million to supply renewable energy to the broader Dorothy complex. Soluna used some second-quarter capital for the Dorothy 3 land purchase.

Operationally, Soluna reports about 192 MW of energized capacity and roughly 14 MW under construction. The firm lists a 6.3-gigawatt development pipeline, with about 1.6 GW classified in planning and development and another 4.5 GW still in assessment. Approximately 3% of the reported pipeline is currently energized.

Soluna is also expanding revenue from existing assets. On Aug. 25 the company signed an agreement with mining operator Bitdeer to deploy about 28 MW of Bitcoin-mining machines at Project Kati 1 in Texas, representing roughly 1.93 exahashes per second. Bitdeer will own the mining hardware, while Soluna will provide the site, power and operations, and both companies will share mining proceeds. The 28 MW sits within Kati 1’s current capacity and does not increase the company’s reported pipeline.

John Belizaire, Soluna’s CEO, described the co-mining arrangement as: ‘Co-mining is a natural extension of that operating history. It puts our track record to work in a structure where we participate more directly in what the infrastructure produces, alongside a partner that builds some of the most capable machines in the industry.’ The structure reduces Soluna’s need to fund mining hardware directly.

Analysts and investors have noted that additional share issuance would reduce existing holders’ earnings per share and voting power. Soluna has listed the YA facility and other equity programs as potential financing options while noting projects of the scale it proposes require substantial capital.

If shareholders approve the proposals on Oct. 16, Soluna would be able to expand its authorized share count and exceed the 20% Nasdaq issuance cap under the YA standby agreement. Approval would not obligate immediate stock sales but would permit management to pursue equity financing as it advances Dorothy 3, the Briscoe wind asset and other projects in its development pipeline.