v3.26.1
Acquisitions
12 Months Ended
Dec. 31, 2025
Asset Acquisition [Abstract]  
Acquisitions Acquisitions
Firebird Acquisition
On July 29, 2025, the Company completed the acquisition of 100% of the membership interests in Firebird Equipment Holdco from MAD Energy Limited Partnership (the “Seller”) (the “Firebird Acquisition”). The acquisition consideration consisted of the $145,000 Series B Convertible Note, the $20,000 Promissory Note, and Net Profits Interest (“NPI”) granted to the Seller. The NPI entitles the Seller to 2.5% of net operating income from the first 1,000 MW of installed dispatchable generation capacity at the Company’s campus, subject to a $100,000 cap on a net present value basis, measured as of May 9, 2025 and calculated using a 10.0% discount rate. Net operating income is defined as revenues received in connection with the generation capacity as well as the rents from the powered shell buildings served by such generation capacity, net of all operating, financing, and carrying costs relating to such generation capacity.
The Company determined that the Firebird Acquisition did not meet the definition of a business under ASC 805 and therefore accounted for the transaction as an asset acquisition. The consideration paid was measured at a total fair value of $137,000 on the acquisition date, which included the Series B Convertible Note valued at $117,000 and the Promissory Note of $20,000. The fair value of the Series B Convertible Note was estimated using an option pricing framework, incorporating assumptions for the Company’s fully operational value, probability of success, volatility, and probability and timing of potential exit events, and risk-free rate. The fair value of the Promissory Note was assumed to be par given the short term to maturity (December 1, 2025) and periodic principal repayments. The NPI is not a derivative and represents contingent consideration and will be recognized when the contingency is resolved and consideration becomes payable with a corresponding increase to the carrying value of the acquired assets. As of closing and as of December 31, 2025, no amount was recorded related to the NPI. For additional information regarding the terms of the Series B Convertible Note and the Promissory Note, refer to Note 7, Debt, net.
The net assets acquired as part of the Firebird Acquisition consists of an executed contract between Firebird Equipment Holdco and Siemens Energy AB (the “Siemens Contract”) for the supply of power equipment for a combined cycle power plant, including six gas turbine generator units, six heat recovery steam generator units, and one steam turbine generator unit and certain accounts payable for invoices payable under the Siemens Contract. In October 2025, Siemens Energy AB made the equipment ready for delivery, and the Company subsequently paid in full all remaining equipment and storage costs under the Siemens Contract. For the period from January 10, 2025 (Inception) through December 31, 2025, the Company paid $149,488 in cash under the Siemens Contract.
As of December 31, 2025, property, plant, and equipment, net included $283,566 related to the Siemens 6x1 SGT-800 Combined Cycle System, $137,000 of which related to the consideration transferred by the Company as part of the Firebird Acquisition and $146,341 related to equipment as well as storage, prolongation, and transportation costs payments associated with the delivered equipment.