{"schema_version":"secwatch.filing_event.v1","accession":"0001493152-26-017877","form_type":"8-K","ticker":"SLNH","cik":"0000064463","company_name":"Soluna Holdings, Inc","filed_at":"2026-04-17T23:59:59+00:00","discovered_at":"2026-05-14T18:02:33.633587+00:00","generated_at":"2026-05-15T05:39:09.361989+00:00","sec_items":["1.01","2.03","3.02","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"Soluna acquires 85.4% of Dorothy 1A wind-powered data center for $16.5M, secures $12M loan","bullets":["Purchased 85.4% Class B interests in Dorothy 1A Project Company (bitcoin hosting, wind-powered) for total $16.5M: $6M at closing, $10.5M due by July 1, 2026.","Issued $12M promissory note to YA II PN, LTD. at 5% interest, maturing May 2027; monthly amortization of $1.2M plus 5% premium.","Issued warrant to lender to purchase up to 2.4M shares of common stock at $1.06 per share, exercisable for 12 months.","Transaction closed April 15, 2026; Purchaser now owns 100% of Dorothy 1A membership interests."],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-017877","json":"https://secwatch.observer/filing/0001493152-26-017877.json","markdown":"https://secwatch.observer/filing/0001493152-26-017877.md","text":"https://secwatch.observer/filing/0001493152-26-017877.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/64463/000149315226017877/0001493152-26-017877-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/64463/000149315226017877/form8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-15T05:39:09.361989+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"5be352e634b2fdf470619d9b73670fdc34bd4712","claim":"Soluna Holdings, Inc incurred loan of up to $12,000,000 with YA II PN, LTD. at 5% per annum (18% upon default) maturing May 15, 2027.","evidence_excerpt":"the Company entered into a Securities Purchase Agreement (the \"SPA\") with YA II PN, LTD. (the \"Lender\"), pursuant to which the Company issued to the Lender a Promissory Note (the \"Note\") payable to the Lender, providing for an unsecured loan in the aggregate principal amount of up to $12,000,000 (the \"Principal Amount\"). The outstanding Principal Amount will mature on May 15, 2027 (the \"Maturity Date\") and bears interest at a rate per annum of 5%, based on a 365-day year, which interest rate shall increase to a rate per annum of 18% upon the occurrence of an Event of Default","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/64463/000149315226017877/0001493152-26-017877-index.htm","confidence":0.95},{"claim_id":"464b440381fcdb9d908c5eb93c07ed02f3fc1492","claim":"Soluna Holdings, Inc entered into MIPA with Soluna SLC Fund I Projects Holdco LLC valued at $6.0 million (effective 2026-04-15).","evidence_excerpt":"On April 15, 2026, Soluna Digital Inc. (the “Purchaser”), a wholly owned subsidiary of Soluna Holdings, Inc. (the “Company”), entered into a Membership Interests Purchase Agreement (the “MIPA”), with Soluna SLC Fund I Projects Holdco LLC (the “Seller”) and Soluna DVSL JVCo, LLC, a Delaware limited liability company (the “Dorothy 1A Project Company”), pursuant to which the Purchaser acquired 85.4% of the issued and outstanding Class B Membership Interests in the Dorothy 1A Project Company from the Seller.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/64463/000149315226017877/0001493152-26-017877-index.htm","confidence":0.9},{"claim_id":"72399946c09108017bee450d0b4e238c7a7f95dd","claim":"Soluna Holdings, Inc entered into SPA with YA II PN, LTD. valued at $12,000,000 (effective 2026-04-15).","evidence_excerpt":"In connection with the MIPA, on April 15, 2026, the Company entered into a Securities Purchase Agreement (the “SPA”) with YA II PN, LTD. (the “Lender”), pursuant to which the Company issued to the Lender a Promissory Note (the “Note”) payable to the Lender, providing for an unsecured loan in the aggregate principal amount of up to $12,000,000 (the “Principal Amount”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/64463/000149315226017877/0001493152-26-017877-index.htm","confidence":0.9}],"comparable_filings":[{"accession":"0001193125-26-251442","ticker":"RPAY","company_name":"Repay Holdings Corp","filed_at":"2026-06-01T20:14:04+00:00","headline":"REPAY closes $372M acquisition of KUBRA, funded with new $500M term loan","event_type":"m_and_a","sec_items":["1.01","2.01","1.02","9.01","2.03","7.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: debt_financing, material_agreement","same SEC item: 1.01, 2.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251442","json":"https://secwatch.observer/filing/0001193125-26-251442.json","markdown":"https://secwatch.observer/filing/0001193125-26-251442.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/0001193125-26-251442-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/rpay-20260601.htm"},"side_by_side_evidence":{"fact_type":"debt_financing","source_excerpt":"the Company entered into a Securities Purchase Agreement (the \"SPA\") with YA II PN, LTD. (the \"Lender\"), pursuant to which the Company issued to the Lender a Promissory Note (the \"Note\") payable to the Lender, providing for an unsecured loan in the aggregate principal amount of up to $12,000,000 (the \"Principal Amount\"). The outstanding Principal Amount will mature on May 15, 2027 (the \"Maturity Date\") and bears interest at a rate per annum of 5%, based on a 365-day year, which interest rate shall increase to a rate per annum of 18% upon the occurrence of an Event of Default","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/64463/000149315226017877/0001493152-26-017877-index.htm","comparable_excerpt":"The Credit Agreement provides for (i) a senior secured first lien term loan facility in an aggregate principal amount of $500.0 million (the “Term Loan Facility”) and (ii) a senior secured first lien revolving credit facility in an aggregate principal amount of $100.0 million","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/0001193125-26-251442-index.htm"}},{"accession":"0001193125-26-213462","ticker":"EWCZ","company_name":"European Wax Center, Inc.","filed_at":"2026-05-08T23:59:59+00:00","headline":"European Wax Center completes take-private by General Atlantic at $5.80/share; stock delisted","event_type":"m_and_a","sec_items":["1.01","1.02","2.01","2.03","3.01","3.03","5.02","5.03","5.01","8.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: debt_financing, material_agreement","same SEC item: 1.01, 2.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-213462","json":"https://secwatch.observer/filing/0001193125-26-213462.json","markdown":"https://secwatch.observer/filing/0001193125-26-213462.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1856236/000119312526213462/0001193125-26-213462-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1856236/000119312526213462/d137291d8k.htm"},"side_by_side_evidence":{"fact_type":"debt_financing","source_excerpt":"the Company entered into a Securities Purchase Agreement (the \"SPA\") with YA II PN, LTD. (the \"Lender\"), pursuant to which the Company issued to the Lender a Promissory Note (the \"Note\") payable to the Lender, providing for an unsecured loan in the aggregate principal amount of up to $12,000,000 (the \"Principal Amount\"). The outstanding Principal Amount will mature on May 15, 2027 (the \"Maturity Date\") and bears interest at a rate per annum of 5%, based on a 365-day year, which interest rate shall increase to a rate per annum of 18% upon the occurrence of an Event of Default","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/64463/000149315226017877/0001493152-26-017877-index.htm","comparable_excerpt":"up to $40,000,000 aggregate principal amount of the Series 2026-1 Variable Funding Senior Secured Notes, Class A-1","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1856236/000119312526213462/0001193125-26-213462-index.htm"}},{"accession":"0001193125-26-214743","ticker":"CTGO","company_name":"Contango Silver & Gold Inc.","filed_at":"2026-05-08T23:59:59+00:00","headline":"Contango Silver & Gold acquires Lucky Shot for $16.1M; reports high-grade gold intercepts","event_type":"m_and_a","sec_items":["1.01","1.02","2.03","7.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: debt_financing, material_agreement","same SEC item: 1.01, 2.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-214743","json":"https://secwatch.observer/filing/0001193125-26-214743.json","markdown":"https://secwatch.observer/filing/0001193125-26-214743.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1502377/000119312526214743/0001193125-26-214743-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1502377/000119312526214743/ctgo-20260504.htm"},"side_by_side_evidence":{"fact_type":"debt_financing","source_excerpt":"the Company entered into a Securities Purchase Agreement (the \"SPA\") with YA II PN, LTD. (the \"Lender\"), pursuant to which the Company issued to the Lender a Promissory Note (the \"Note\") payable to the Lender, providing for an unsecured loan in the aggregate principal amount of up to $12,000,000 (the \"Principal Amount\"). The outstanding Principal Amount will mature on May 15, 2027 (the \"Maturity Date\") and bears interest at a rate per annum of 5%, based on a 365-day year, which interest rate shall increase to a rate per annum of 18% upon the occurrence of an Event of Default","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/64463/000149315226017877/0001493152-26-017877-index.htm","comparable_excerpt":"On May 4, 2026, Contango Lucky Shot Alaska, LLC (“LSA”), a wholly-owned subsidiary of Contango Silver & Gold Inc. (“Contango” or the “Company”), entered into a purchase and sale agreement (the “Purchase Agreement”) and executed a promissory note (the “Promissory Note”) with Alaska Hardrock Inc. (“AHI”)","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1502377/000119312526214743/0001193125-26-214743-index.htm"}},{"accession":"0001193125-26-210245","ticker":"VSEC","company_name":"VSE CORP","filed_at":"2026-05-07T23:59:59+00:00","headline":"VSE completes $2.025B acquisition of Precision Aviation Group; 2025 revenue pro forma +50%","event_type":"m_and_a","sec_items":["2.01","1.01","2.03","7.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: debt_financing, material_agreement","same SEC item: 1.01, 2.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-210245","json":"https://secwatch.observer/filing/0001193125-26-210245.json","markdown":"https://secwatch.observer/filing/0001193125-26-210245.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/102752/000119312526210245/0001193125-26-210245-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/102752/000119312526210245/d115996d8k.htm"},"side_by_side_evidence":{"fact_type":"debt_financing","source_excerpt":"the Company entered into a Securities Purchase Agreement (the \"SPA\") with YA II PN, LTD. (the \"Lender\"), pursuant to which the Company issued to the Lender a Promissory Note (the \"Note\") payable to the Lender, providing for an unsecured loan in the aggregate principal amount of up to $12,000,000 (the \"Principal Amount\"). The outstanding Principal Amount will mature on May 15, 2027 (the \"Maturity Date\") and bears interest at a rate per annum of 5%, based on a 365-day year, which interest rate shall increase to a rate per annum of 18% upon the occurrence of an Event of Default","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/64463/000149315226017877/0001493152-26-017877-index.htm","comparable_excerpt":"(ii) an upsize to the Company's existing senior secured revolving credit facility from $400.0 million to $500.0 million","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/102752/000119312526210245/0001193125-26-210245-index.htm"}},{"accession":"0001104659-26-057182","ticker":"RMIX","company_name":"Suncrete, Inc.","filed_at":"2026-05-07T23:59:59+00:00","headline":"Suncrete acquires Nelson Bros. Ready Mix for $42.3M cash + stock; earnout up to $18M","event_type":"m_and_a","sec_items":["1.01","2.01","3.02","7.01","9.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 3.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-057182","json":"https://secwatch.observer/filing/0001104659-26-057182.json","markdown":"https://secwatch.observer/filing/0001104659-26-057182.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2094433/000110465926057182/0001104659-26-057182-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2094433/000110465926057182/tm2613866d1_8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On April 15, 2026, Soluna Digital Inc. (the “Purchaser”), a wholly owned subsidiary of Soluna Holdings, Inc. (the “Company”), entered into a Membership Interests Purchase Agreement (the “MIPA”), with Soluna SLC Fund I Projects Holdco LLC (the “Seller”) and Soluna DVSL JVCo, LLC, a Delaware limited liability company (the “Dorothy 1A Project Company”), pursuant to which the Purchaser acquired 85.4% of the issued and outstanding Class B Membership Interests in the Dorothy 1A Project Company from the Seller.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/64463/000149315226017877/0001493152-26-017877-index.htm","comparable_excerpt":"On May 6, 2026, Suncrete, Inc., a Delaware corporation (the “Company”), through its subsidiary Hope Concrete, LLC, a Texas limited liability company (“Purchaser”), entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) and related agreements with the owners of Nelson Bros. Ready Mix, LLC, a Texas limited liability company (the “Target”), to acquire 100% of the ownership interests of Target","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2094433/000110465926057182/0001104659-26-057182-index.htm"}},{"accession":"0001829126-26-005923","ticker":"TACH","company_name":"Titan Acquisition Corp.","filed_at":"2026-06-01T21:15:47+00:00","headline":"Titan Acquisition Corp enters $800M deal to combine with OpenPayd","event_type":"m_and_a","sec_items":["1.01","7.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001829126-26-005923","json":"https://secwatch.observer/filing/0001829126-26-005923.json","markdown":"https://secwatch.observer/filing/0001829126-26-005923.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2009183/000182912626005923/0001829126-26-005923-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2009183/000182912626005923/titanacq_8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On April 15, 2026, Soluna Digital Inc. (the “Purchaser”), a wholly owned subsidiary of Soluna Holdings, Inc. (the “Company”), entered into a Membership Interests Purchase Agreement (the “MIPA”), with Soluna SLC Fund I Projects Holdco LLC (the “Seller”) and Soluna DVSL JVCo, LLC, a Delaware limited liability company (the “Dorothy 1A Project Company”), pursuant to which the Purchaser acquired 85.4% of the issued and outstanding Class B Membership Interests in the Dorothy 1A Project Company from the Seller.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/64463/000149315226017877/0001493152-26-017877-index.htm","comparable_excerpt":"On June 1, 2026, Titan Acquisition Corp, a Cayman Islands exempted company (“Titan”), entered into a Business Combination Agreement (the “Business Combination Agreement”), by and among OpenPayd Global Holdings Limited, a Cayman Islands exempted company (“PubCo”), Titan Acquisition Sponsor Holdco LLC, a Delaware limited liability company (the “Sponsor”), solely in its capacity as the Purchaser Representative, OpenPayd Holdings Limited, a company limited by shares incorporated in England and Wales (“Company”), Ozan Özerk, solely in his capacity as the Company Shareholders Representative, and the shareholders of the Company party thereto (collectively, the “Parties”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2009183/000182912626005923/0001829126-26-005923-index.htm"}},{"accession":"0001683168-26-003637","ticker":"UMAC","company_name":"Unusual Machines, Inc.","filed_at":"2026-05-11T23:59:59+00:00","headline":"Unusual Machines signs $52M merger to acquire Upgrade Energy (battery/power systems)","event_type":"m_and_a","sec_items":["1.01","7.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001683168-26-003637","json":"https://secwatch.observer/filing/0001683168-26-003637.json","markdown":"https://secwatch.observer/filing/0001683168-26-003637.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1956955/000168316826003637/0001683168-26-003637-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1956955/000168316826003637/umac_8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On April 15, 2026, Soluna Digital Inc. (the “Purchaser”), a wholly owned subsidiary of Soluna Holdings, Inc. (the “Company”), entered into a Membership Interests Purchase Agreement (the “MIPA”), with Soluna SLC Fund I Projects Holdco LLC (the “Seller”) and Soluna DVSL JVCo, LLC, a Delaware limited liability company (the “Dorothy 1A Project Company”), pursuant to which the Purchaser acquired 85.4% of the issued and outstanding Class B Membership Interests in the Dorothy 1A Project Company from the Seller.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/64463/000149315226017877/0001493152-26-017877-index.htm","comparable_excerpt":"On May 7, 2026, Unusual Machines, Inc. (the “Company”), a manufacturer of NDAA-compliant drone components, entered into a $52 million agreement and plan of merger (the “Merger Agreement”), with Upgrade Energy LLC, a newly formed subsidiary of the Company (the “Surviving Company”), DroneNX LLC d/b/a Upgrade Energy (“Upgrade”), and Matthew Barnard as the Member Representative of Upgrade, pursuant to which, the Surviving Company, will acquire all of the property, rights, privileges, licenses, powers and authority of Upgrade in exchange for 1,792,012 shares of Company common stock at $13.9508 per share and $1 million cash at closing with a potential post-closing earn-out payment of up to $26 million in cash, subject to the Surviving Company achieving an annual revenue target of $10 million during a two-year calculation period following the date of the Merger Agreement (with proportional adjustment for the second year).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1956955/000168316826003637/0001683168-26-003637-index.htm"}},{"accession":"0001171843-26-003196","ticker":"SSM","company_name":"Sono Group N.V.","filed_at":"2026-05-08T23:59:59+00:00","headline":"Sono Group exits solar: sells Sono Motors and €10.5M loan to management for €1 each","event_type":"m_and_a","sec_items":["2.05","1.01","2.01","8.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001171843-26-003196","json":"https://secwatch.observer/filing/0001171843-26-003196.json","markdown":"https://secwatch.observer/filing/0001171843-26-003196.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1840416/000117184326003196/0001171843-26-003196-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1840416/000117184326003196/f8ka_050826.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On April 15, 2026, Soluna Digital Inc. (the “Purchaser”), a wholly owned subsidiary of Soluna Holdings, Inc. (the “Company”), entered into a Membership Interests Purchase Agreement (the “MIPA”), with Soluna SLC Fund I Projects Holdco LLC (the “Seller”) and Soluna DVSL JVCo, LLC, a Delaware limited liability company (the “Dorothy 1A Project Company”), pursuant to which the Purchaser acquired 85.4% of the issued and outstanding Class B Membership Interests in the Dorothy 1A Project Company from the Seller.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/64463/000149315226017877/0001493152-26-017877-index.htm","comparable_excerpt":"On May 4, 2026 (the “Signing Date”), the Company entered into a Share Purchase and Transfer Agreement (the “SPA”) with (i) Vorratsla-160 M UG (haftungsbeschränkt), a German limited liability company whose sole shareholder is Denis Azhar, and (ii) Vorratsla-161 M UG (haftungsbeschränkt), a German limited liability company whose sole shareholder is Jan Schiermeister (together, the “Purchasers”), and Sono Motors GmbH, a German limited liability company (“Sono Motors”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1840416/000117184326003196/0001171843-26-003196-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}