Acquisitions |
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| Business Combination [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Acquisitions | Note 3. Acquisitions Columbus, Mississippi On September 16, 2025, the Company, through its wholly-owned subsidiary US Digital Mining Mississippi LLC (the “Acquirer”) completed an acquisition from Greenidge Mississippi LLC (“Seller”) of the approximate 6.4 acre parcel of real property, including substantially all of the business assets of Seller located at the property, excluding any Bitcoin miners (the “Transaction”), pursuant to an Asset Purchase Agreement, dated as of August 1, 2025, entered into between the Acquirer and Seller. The total consideration paid by the Acquirer to Seller in the Transaction was approximately $3.9 million. In connection with the completion of the Transaction, on September 16, 2025, the Company entered into and closed the acquisition (the “Miner Acquisition”) contemplated by that certain Bitcoin Miner Purchase and Sale Agreement (the “Miner Purchase Agreement”) with Greenidge Generation LLC, an affiliate of the Seller (the “Miner Seller”), pursuant to which the Company purchased and acquired from the Miner Seller approximately 2,330 Bitmain Antminer S19, S19 Pro and S19 J Pro Bitcoin miners (collectively, the “Miners”) of the Miner Seller for an aggregate purchase price of approximately $362 thousand, less approximately $32 thousand in sales taxes and fees paid by the seller. The closing of the transactions contemplated by the Miner Purchase Agreement was completed on September 16, 2025, contemporaneously with the consummation of the Transaction. The Company accounted for the Transaction and Miner Acquisition, collectively, as an acquisition of a business under ASC Topic 805 – Business Combination due to the retention of employees critical to mining operations and obtaining control of all assets and substantive processes necessary to continue Bitcoin mining operations after the close of the acquisition. The purpose of the acquisition was to expand the Company's Bitcoin mining operations. The acquired business contributed revenues of $700 thousand and a loss of $435 thousand to the Company for the period from September 15, 2025 to December 31, 2025. The following unaudited pro forma summary presents consolidated information of the Company as if the business combination had occurred on January 1, 2024:
These pro forma amounts have been calculated after applying the Company's accounting policies and adjusting the results of the Mississippi site to reflect the depreciation and amortization that would have been charged assuming the fair value adjustments to property, plant, and equipment, and intangible assets had been applied from January 1, 2024. The Company incurred $88 thousand in relation to acquisition related costs which were included in “Professional Fees” in the consolidated statements of operations for the year ended December 31, 2025. The year ended December 31, 2025 supplemental pro forma net loss were adjusted to exclude the $88 thousand of acquisition-related costs, and instead, these costs are reflected in pro forma net loss for the year ended December 31, 2024 in the table above. The following table summarizes the purchase price allocation for the acquisition.
Calumet, Oklahoma On December 6, 2024, the Company acquired a 15MW mining site in Calumet Oklahoma from Arthur Mining for approximately $7.3 million and incurred an additional $118 thousand of purchase costs associated with the transaction. This acquisition included a lease for real property, power supply agreement, interconnection rights and mining site equipment. The transaction was accounted for as an asset acquisition. The Company allocated the total consideration paid, including transaction costs, to the acquired assets based on their relative fair value, as follows:
The Company determined that the acquired land lease qualifies as a finance lease due to the existence of a purchase option. As of December 31, 2024 a right of use asset and lease liability of $0.6 million was recognized based on the net present value of lease payments discounted using an estimated incremental borrowing rate of 10.1%. |
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