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RELATED PARTY TRANSACTION
6 Months Ended
Jun. 30, 2026
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTION

NOTE 17 – RELATED PARTY TRANSACTIONS

 

The Company’s related parties during the six months ended June 30, 2026 and the year ended December 31, 2025 are described below.

 

BSG Series CM, LLC - Asset-for-Share Exchange Agreement. In connection with the Business Combination that closed on April 24, 2026, BSG Series CM, LLC (“BSG”), a South Carolina limited liability company, contributed a fleet of 9,800 ASIC miners to OpCo pursuant to the Second Amendment to the Amended and Restated Asset-for-Share Exchange Agreement, dated April 23, 2026.

 

BSG Distribution - Termination of Related Party Status. Immediately following the Closing, BSG held approximately 80% of the Company’s outstanding common stock. On April 30, 2026, BSG completed a pro rata distribution of 41,521,276 shares of the Company’s common stock to its members, for no monetary consideration. As a result of this distribution, BSG ceased to beneficially own any shares of the Company’s common stock and, based on the Company’s evaluation, ceased to be a related party of the Company effective April 30, 2026.

 

Accordingly, the Company’s related party disclosures for the six months ended June 30, 2026 reflect BSG as a related party only for the period from April 24, 2026 (Closing) through April 30, 2026.

 

SMSC Capital Holdings LLC - Chief Executive Officer’s Pre-Merger Equity Holding. David Halabu, the Company’s Chief Executive Officer, holds an interest in the Company’s common stock through SMSC Capital Holdings LLC (“SMSC”), an entity affiliated with Mr. Halabu. SMSC was a stockholder of OpCo prior to the Merger and, upon the Closing, received shares of the Company’s common stock in exchange for its OpCo shares on the same pro rata terms applicable to all other OpCo stockholders. The Company discloses this holding because of Mr. Halabu’s status as an executive officer and director.

 

Minting Dome, Inc. - Master Services Agreement. The Company’s ASIC mining fleet is hosted exclusively by Minting Dome Inc. pursuant to a Master Services Agreement (the “MSA”), under which Minting Dome provides hosting, electrical power (at $0.088 per kWh), internet connectivity, and on-site operational and maintenance services for the Company’s mining operations. The Company incurred $2,191,454 of hosting, maintenance, and other service fees related to the MSA during the period from the Closing Date to June 30, 2026.

 

Michelle Burke served as Co-Chief Executive Officer and a director of the Company from the Closing (April 24, 2026) through her resignation effective May 22, 2026. Prior to that period, Ms. Burke served as Chief Executive Officer of Minting Dome (July 2024 to April 2026). Ms. Burke’s overlapping executive roles with the Company and MDI cause MDI to be evaluated as a related party of the Company under ASC 850 for the periods during which that overlap existed. Following Ms. Burke’s resignation, the MSA remained in effect in accordance with its existing terms, and the Company continues to disclose the relationship given MDI’s role as the Company’s sole hosting provider and Ms. Burke’s history with both organizations.

 

Paradox Data, LLC. Jeffery Harris, the Company’s Chief Technology Officer, holds an indirect minority membership interest in Paradox Infrastructure LLC and a 24% membership interest in Paradox Energy, LLC, an affiliate entitled to receive a portion of the milestone consideration payable in connection with the proposed acquisition of Paradox Data, LLC. As a result, Mr. Harris has an indirect interest in the transaction of approximately $3.6 million if all milestones are achieved in full. The transaction was reviewed and approved as a related person transaction by the Audit Committee and the Board of Directors in accordance with the Company’s related person transaction policy. See Note 16, Commitments and Contingencies, and Note 19, Subsequent Events, for a description of the proposed transaction and its terms.

 

Skycore Digital LLC. MN Data Centers JV LLC, a party to the proposed acquisition of Skycore Digital LLC, is indirectly wholly owned by Minting Dome, Inc. (“MDI”), a related party of the Company as described above. Accordingly, the Skycore Sellers are being evaluated as related parties of the Company in connection with the proposed transaction. See Note 16, Commitments and Contingencies, and Note 19, Subsequent Events, for a description of the proposed transaction and its terms.