Soluna Holdings, Inc 8K

The Form 8‑K reports that Soluna entered into a comprehensive LLC agreement establishing Soluna MB KK II JVCO, LLC as a Delaware manager‑managed joint venture to hold, acquire, and develop Phase I and Phase II properties, with defined capital contributions, distribution waterfall, governance rights, transfer restrictions, and repurchase and conversion mechanics among Soluna, Metrobloks, and other members.

The filing discloses the execution of the Limited Liability Company Agreement of Soluna MB KK II JVCO, LLC, a Delaware manager-managed LLC formed on May 22, 2026 and effective June 3, 2026, owned by Soluna and Metrobloks (and potentially other members) with two classes of membership interests (Class A and Class B profits interests). Under the agreement, Soluna contributes Phase I property and assigns a purchase agreement for Phase II property into subsidiary land holding entities, commits an acquisition capital contribution of approximately $19.1 million plus up to $2 million for expenses, and the LLC will own and develop the Phase I and Phase II projects. The agreement defines governance (Soluna as initial manager with certain consent and consultation rights for Metrobloks), capital structure and distributions (including priority repayment of any Metrobloks “Default Loans,” return of capital, a 14% IRR hurdle, and specified waterfalls between Soluna and Metrobloks), restrictions on transfers, potential conversion to a corporation, a repurchase right tied to specified “Cause Events,” and customary indemnification, confidentiality, and tax provisions, thereby setting the contractual framework for the project joint venture and its financing and ownership economics.

Filing Facts

CIK

64463

Ticker

-

Form

8K

Source Type

sec

Accession

0001493152-26-027852

Alert Tier

6