Executive Summary / Key Takeaways

• Renewable Computing Pioneer: Soluna Holdings is strategically positioned at the nexus of renewable energy and high-performance computing (HPC), leveraging its "Renewable Computing" model to convert surplus green energy into scalable computing resources for Bitcoin mining, data hosting, and AI/HPC workloads.
• Strategic Pipeline & Project Expansion: The company boasts a substantial project pipeline exceeding 2.8 gigawatts (GW), with plans to develop 300-400 megawatts (MW) of new digital infrastructure annually. Key projects like Dorothy 2.00 are ramping up, and Project Kati 1 is set for construction in Q3 2025 with initial energization by Q1 2026, backed by recent financing.
• Technological Edge with MaestroOS: Soluna's proprietary MaestroOS optimizes data center performance by dynamically responding to real-time energy prices, weather, and grid demand, enhancing operational efficiency and enabling participation in lucrative demand response programs.
• Financial Headwinds and Liquidity Focus: Despite a significant revenue decline in H1 2025 due to the Bitcoin halving and customer contract shifts, Soluna is actively managing its liquidity through recent equity and debt financings, including a $5 million public offering in July 2025 and a $5 million Galaxy Digital loan, while facing a "going concern" qualification.
• AI/HPC Pivot and Competitive Dynamics: Soluna is aggressively pivoting towards AI/HPC colocation, evidenced by new projects like Grace, Hedy, Ellen, and Annie, aiming to capture growth in this high-demand sector. This strategy differentiates it from pure-play Bitcoin miners, though it faces intense competition from larger, more established players in both crypto and cloud infrastructure.

The Dawn of Renewable Computing: Soluna's Strategic Foundation

Soluna Holdings, Inc. is carving a unique niche in the digital infrastructure landscape, driven by its mission to transform surplus renewable energy into powerful computing resources. The company's "Renewable Computing" model addresses a critical global opportunity: the convergence of abundant, often curtailed, green energy with the escalating demand for compute-intensive applications, including Bitcoin mining, generative AI, and high-performance computing (HPC). By co-locating modular data centers directly with wind, solar, and hydroelectric power plants, Soluna bypasses traditional grid bottlenecks, improves power economics, and accelerates time-to-market for its energy-hungry clients.

The company's journey began as Mechanical Technology, Incorporated in 1961, undergoing a significant reincorporation in Nevada and a Nasdaq listing in March 2021, marking a decisive pivot towards digital infrastructure. This transformation was cemented with the acquisition of Soluna Callisto Holdings, Inc. into Soluna Computing, Inc. (SCI) in October 2021, integrating a pipeline of cryptocurrency mining projects and key talent. Early Bitcoin mining operations commenced at Project Sophie and Project Marie in Kentucky in 2021. This strategic evolution highlights Soluna's adaptability and foresight in aligning its business with the burgeoning demand for sustainable computing.

A cornerstone of Soluna's operational strategy is MaestroOS, its proprietary operating system. This technological differentiator continuously monitors and analyzes real-time signals such as local electricity prices, weather conditions, Bitcoin market metrics, and grid demand. MaestroOS dynamically optimizes facility performance, manages power consumption, and is crucial for coordinating participation in demand response programs. This intelligent orchestration allows Soluna to maximize asset monetization and generate attractive returns on invested capital. For instance, Project Sophie, a 25 MW data center, achieved an impressive Power Usage Effectiveness (PUE) of 1.03, demonstrating the tangible benefits of Soluna's optimized design and operational technology. This efficiency is a direct competitive advantage, translating into lower operating costs and a more sustainable footprint compared to less integrated or less optimized facilities.

Beyond MaestroOS, Soluna is innovating with next-generation data center designs. Project Grace, a 2 MW facility at the Dorothy 2 site, is exploring direct liquid cooling technologies and proprietary building and power designs dubbed "Helix." These R&D initiatives aim to further enhance energy efficiency and cooling capabilities, which are critical for the high-density demands of AI and HPC workloads. The stated goal is to create infrastructure that can handle increasingly compute-intensive applications with superior thermal management, potentially leading to higher utilization rates and reduced energy overhead. This technological roadmap is vital for Soluna's long-term growth, positioning it to capture a larger share of the rapidly expanding AI/HPC market by offering cutting-edge, energy-efficient solutions.

Competitive Landscape and Strategic Positioning

Soluna operates in a highly competitive and rapidly evolving market, facing both direct and indirect rivals. In the cryptocurrency mining and hosting space, key direct competitors include Riot Blockchain (RIOT), Marathon Digital Holdings (MARA), Hive Blockchain Technologies (HIVE), and CleanSpark (CLSK). These companies also focus on expanding mining capacity and leveraging energy sources, but Soluna differentiates itself through its explicit focus on renewable energy co-location and modular data center design.

Compared to Riot Blockchain, Soluna's emphasis on renewable energy integration provides a qualitative edge in sustainability-focused markets. While RIOT has established a larger scale in pure mining operations, potentially leading to stronger cash flow during market upswings, Soluna's customizable, modular solutions offer greater adaptability for specific client needs and remote deployments. Soluna's energy efficiency, exemplified by Project Sophie's 1.03 PUE, could lead to lower operating costs over time, contrasting with RIOT's broader, high-volume approach.

Against Marathon Digital Holdings, Soluna's modular data centers offer flexibility and potential cost savings through integrated renewable energy, a qualitative contrast to MARA's focus on high-throughput mining rigs. Soluna's strategy aims for better market positioning in regions with evolving environmental regulations, appealing to eco-conscious clients. While MARA has demonstrated stronger revenue growth and cash flow from its established networks, Soluna's unique value proposition lies in its ability to deploy centers in diverse locations, reducing dependency on traditional grids.

Hive Blockchain Technologies also prioritizes sustainable energy, making the comparison closer. However, Soluna's modular approach may offer qualitatively greater efficiency in deployment, potentially leading to faster setup times. Soluna's focus on specialized blockchain applications and adaptable modular designs differentiates it further. While HIVE has shown robust revenue growth, Soluna aims to exploit potential weaknesses in global supply chains by emphasizing local, resilient designs.

CleanSpark, another player focused on energy-efficient solutions, presents a challenge. Soluna's modular data centers may offer qualitatively superior flexibility and lower entry barriers for clients compared to CLSK's tech-heavy approach. Soluna's strategy could emphasize broader blockchain applications, differentiating it in diversified segments, though CLSK has shown stronger growth trends.

Indirect competitors include major cloud computing providers like Amazon Web Services and Microsoft Azure, which offer alternative data center solutions. The surge in AI and data center demand, coupled with investments in modernizing the electric grid, creates both opportunities and pressures. Soluna's behind-the-meter model and expertise in demand response services allow it to contribute to grid resilience while diversifying revenue, a strategic advantage in an increasingly energy-constrained world. Its partnerships, such as the expanded agreement with Galaxy Digital to deploy proprietary Bitcoin mining operations at Project Kati, demonstrate its ability to attract significant industry players.

Financial Performance and Liquidity Management

Soluna's financial performance for the first half of 2025 reflects significant market shifts and strategic adjustments. For the three months ended June 30, 2025, total revenue stood at $6.16 million, a notable decrease from $9.68 million in the prior-year period. Similarly, for the six months ended June 30, 2025, total revenue was $12.09 million, down from $22.22 million in H1 2024.

The primary driver of this decline was the Bitcoin halving event in April 2024, which reduced the block reward by 50%. This directly impacted the Cryptocurrency Mining segment, with revenue decreasing by $1.62 million (36.18%) for the three-month period and $5.02 million (46.15%) for the six-month period. Soluna was rewarded only 61.20 Bitcoins in H1 2025, a sharp drop from 187.50 Bitcoins in H1 2024. The Data Center Hosting segment also saw revenue decline by $1.76 million (35.97%) for the three months and $4.64 million (45.58%) for the six months. This was largely attributed to a shift in contract mix, as a major fixed-fee customer exited in December 2024, replaced by profit-sharing arrangements that reduced the dollar Petahash (PH) per day. Demand response service revenue also decreased by 44.9% and 42.81% for the three and six months, respectively, due to lower ERCOT clearing prices and reduced capacity bids.

Despite these revenue headwinds, Soluna reported an Adjusted EBITDA of $1.23 million for the three months and $2.88 million for the six months ended June 30, 2025. While lower than the prior year, management highlighted "continued Adjusted EBITDA improvement and margin strength in our operating sites" in Q2 2025. The company's net loss attributable to Soluna Holdings, Inc. was $7.38 million for the three months and $14.94 million for the six months ended June 30, 2025.

Liquidity remains a critical focus. As of June 30, 2025, Soluna had a consolidated accumulated deficit of approximately $329.20 million and negative working capital of approximately $30.90 million. Total debt outstanding was approximately $23.30 million. The company's financial statements explicitly state "substantial doubt about the Company’s ability to continue as a going concern" within one year, underscoring the urgency of its capital formation efforts.

To address these challenges and fund growth, Soluna has been actively pursuing various financing avenues. In March 2025, it secured a $5 million non-dilutive debt financing from Galaxy Digital, bearing a 15% interest rate and maturing in March 2030. The company was in compliance with all associated debt covenants as of the filing date. It also fully paid off its Navitas loan. Equity financings include drawing approximately $2.00 million from a Standby Equity Purchase Agreement (SEPA) and $2.20 million from an At the Market (ATM) Offering Agreement by June 30, 2025, with an additional $1.40 million raised via ATM subsequent to the quarter-end. In July 2025, Soluna closed a $5 million public offering of common stock and warrants, yielding approximately $4.30 million in net proceeds. These efforts are crucial for meeting capital expenditure commitments, which stood at approximately $10.10 million for Project Dorothy 2.00 and Project Kati as of June 30, 2025.

A significant financial obligation arose from the termination of the HPE Agreement (HPE) in March 2025 for its HPC business, resulting in a recognized contract liability of approximately $19.30 million as of June 30, 2025. This highlights the risks associated with strategic pivots and the importance of managing contractual commitments.

Outlook and Strategic Initiatives

Soluna's forward strategy is centered on expanding its renewable energy-powered data center pipeline and accelerating development through joint ventures and co-ownership structures. The company's pipeline, estimated at over 2.8 GW, is considered its "most valuable strategic asset," with the potential to support 300-400 MW of new digital infrastructure annually over the next six to eight years.

Project Dorothy 2.00, a 48 MW expansion, commenced initial energization in May 2025, with full operational status expected by October 2025. This project is anticipated to generate revenue from both Bitcoin Hosting and Demand Response Services, featuring a "superior financial waterfall structure and enhanced management and development fees for Soluna." Furthermore, Project Kati 1, a 35 MW expansion in Texas, secured $20 million in funding from Spring Lane Capital in July 2025, with construction slated for Q3 2025 and initial energization by Q1 2026. This project is designed for HPC, Bitcoin Hosting, and other computing-intensive applications, co-located with a 272.6 MW wind farm.

The company is aggressively pursuing AI infrastructure development, aiming to form partnerships for AI/HPC data center joint ventures and build internal expertise. New projects like Hedy (120 MW wind-powered), Ellen (100 MW wind-powered), and Annie (75 MW solar-powered) in Texas underscore this pivot, marking Soluna's first solar-powered deployment. These initiatives are critical for diversifying revenue streams beyond Bitcoin mining, which faces inherent volatility from halving events and market price fluctuations.

Management's 2025 strategic initiatives include:

• Power Pipeline Expansion: Increasing curtailment assessments and advancing projects to shovel-ready status.
• AI Infrastructure Development: Forming partnerships for AI/HPC data center joint ventures.
• Project Optimization: Energizing Project Dorothy 2.00 and enhancing profitability and customer mix.
• Capital Formation: Securing financing for Projects Kati and Rosa, and leveraging project cash flows.

The recent CFO transition, with John Tunison's resignation and David C. Michaels' appointment as interim CFO, effective August 21, 2025, signals a period of leadership change amidst these strategic shifts.

Conclusion

Soluna Holdings stands at a pivotal juncture, embodying the promise of "Renewable Computing" as a sustainable solution for the world's escalating demand for digital infrastructure. The company's strategic focus on co-locating modular data centers with renewable energy sources, bolstered by its proprietary MaestroOS and innovative designs like Helix, provides a distinct technological advantage in an increasingly energy-conscious market. This approach not only enhances operational efficiency but also positions Soluna as a key player in grid stabilization through demand response services.

While the company has demonstrated resilience in expanding its project pipeline to over 1 GW and securing crucial project-level financing, recent financial performance has been significantly impacted by the Bitcoin halving and shifts in data hosting contracts. The "going concern" qualification underscores the critical importance of successful capital formation and execution of its ambitious project roadmap. Soluna's aggressive pivot towards AI/HPC colocation, evidenced by new project developments, is a strategic imperative to diversify revenue and tap into high-growth markets. The ability to successfully energize Project Dorothy 2.00, commence construction on Project Kati 1, and attract new AI/HPC customers will be paramount. Investors should closely monitor the company's progress in these areas, as well as its ongoing efforts to manage liquidity and navigate competitive pressures from both established crypto miners and emerging cloud infrastructure providers. Soluna's long-term success hinges on its ability to translate its technological leadership and extensive renewable energy pipeline into consistent, profitable growth.