Soluna’s 1 billion-share proposal exposes the funding challenge behind its AI and Bitcoin expansion

Neither proposal issues shares immediately, while only 192 MW of Soluna’s 6.3 GW pipeline is energized.

Approval would expand access to a $250 million YA equity facility but could dilute existing investors’ earnings per share and voting power.

Soluna shareholders will vote on raising authorized shares to 1 billion and permitting stock sales above Nasdaq’s 20% limit.

Soluna Holdings is asking shareholders to substantially expand its ability to issue stock as the data-center developer tries to finance a 6.3-gigawatt pipeline that remains overwhelmingly unbuilt.

An SEC filing showed that Soluna shareholders will vote at the company’s Oct. 16 annual meeting on whether to increase its authorized common stock to 1 billion shares from 375 million.

Investors will also consider a separate proposal allowing Soluna to issue more than 20% of its outstanding shares under a standby equity agreement with YA II PN. The company had 246.7 million shares outstanding as of Aug. 21.

The second proposal relates to a March agreement allowing Soluna to sell YA up to $250 million of common stock over time.

Neither vote would immediately issue shares or guarantee that Soluna raises the full amount, but approval would give management significantly more room to use equity to fund expansion.

Soluna has said its projects require substantial capital and identified the YA facility and other equity programs among its financing options. Additional share issuance could dilute existing investors’ earnings per share and voting power.

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Those capital needs are becoming more visible as Soluna advances Project Dorothy 3, a planned AI and high-performance computing campus in Texas with potential capacity of more than 300 MW.

The company has secured 397 acres for the initial buildout and begun master planning and design work.

Soluna has also acquired the 150 MW Briscoe Wind Farm for $53 million, giving it control of a renewable-energy source supporting the broader Dorothy complex. The company said some capital raised during the second quarter was used toward the Dorothy 3 land acquisition.

Dorothy 3 remains in development and is not part of Soluna’s 192 MW of currently energized capacity.

At the same time, Soluna is beginning to extract more revenue from infrastructure already built. On Aug. 25, it signed an agreement with Bitdeer to deploy about 28 MW of Bitcoin-mining equipment at Project Kati 1 in Texas, representing roughly 1.93 exahashes per second.

Bitdeer will own the mining machines, while Soluna provides the site, electricity, and operations, and both companies will share mining proceeds.

John Belizaire, CEO of Soluna, said:

“Co-mining is a natural extension of that operating history. It puts our track record to work in a structure where we participate more directly in what the infrastructure produces, alongside a partner that builds some of the most capable machines in the industry.”

The structure limits Soluna’s need to fund the mining hardware itself, though the 28 MW sits within Kati 1’s existing capacity rather than expanding the company’s overall pipeline.

Soluna currently operates about 192 MW and has another 14 MW under construction. Roughly 1.6 GW of its 6.3 GW pipeline remains in planning and development, while another 4.5 GW is still in assessment.

That leaves only about 3% of the reported pipeline energized.

The October votes therefore ask shareholders to give management significantly greater equity-financing flexibility as Soluna tries to turn projects such as Dorothy 3 and its broader development pipeline into revenue-producing infrastructure.