ACQUISITIONS AND DISPOSITIONS |
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Mar. 31, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| ACQUISITIONS AND DISPOSITIONS | 4. ACQUISITIONS AND DISPOSITIONS
In January 2025, the Company consummated the acquisition of assets of Bald Eagle Mining, LLC (“Bald Eagle”), located in Columbiana County, Ohio, for a total purchase price of $4.8 million. Bald Eagle is a Bitcoin Mining facility, powered by 5MW of flared natural gas energy, which at the time of the acquisition supported over 900 Bitcoin Mining units. During the year ended December 31, 2025, the Company increased the number of mining units at the Bald Eagle mining site to 1,662.
The following pro forma summary presents consolidated information of the Company as if the business combination had occurred on January 1, 2024 (in thousands):
The Company did not have any material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and net loss position. These pro forma amounts have been calculated after applying the Company’s accounting policies and adjusting the results of Bald Eagle to reflect the additional amortization that would have been charged assuming the fair value adjustments to the intangible assets had been applied from January 1, 2025, with the consequential tax effects.
The following table summarizes the consideration transferred to acquire Bald Eagle and the amounts of identified assets acquired and liabilities assumed at the acquisition date (in thousands):
The Company will continue to operate its bitcoin mining business alongside its AVAX treasury business, which will be the main business operation post-closing.
In August 2024, the Company completed the acquisition of assets of Radical Clean Solutions, Inc. (“RCS”), effectively increasing its interest from 14% to 100%, and providing the Company control over RCS. The RCS technology is a product line consisting of patent-pending “smart hydroxyl generation systems” focused on numerous industry verticals that is proven to eliminate 99.99+% of all major pathogens, virus, mold, volatile organic compounds and allergy triggers. As the Company’s investment in RCS does not have a readily determinable fair value, the Company previously elected to account for its 14% interest in RCS at cost, less impairment.
On July 1, 2025, the Company mutually agreed to return the RCS assets and certain liabilities to the seller, and has presented the results of operations of the RCS business, for the three months ended March 31, 2025, as loss from discontinued operations in the accompany unaudited condensed consolidated statement of operations. Cash used in operating activities from discontinued operations was $0.3 million for the three months ended March 31, 2025. There were no cash flows related to investing or financing activities of discontinued operations for the three months ended March 31, 2025.
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