GREEL — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-08-14

• We are a developer and operator of datacenters and powered assets designed to support energy-intensive computing workloads. We have historically built, maintained and operated datacenters focused on bitcoin mining, together with related power generation and electric infrastructure. We are pursuing a…

• On July 19, 2026, we entered into subscription agreements with MIG REF II INFR, LLC (“MIG”), Atlas GREE Investment Holdco LLC (“Atlas Holdco”), Conversant PIF Aggregator A LP (“Conversant”) and certain other investors, including certain of our officers and a director (collectively, “PIPE Investors”)…

• Pursuant to the subscription agreements, we have agreed to issue and sell to such investors an aggregate of 17,146,190 shares of our Class A common stock at a purchase price of $1.71 per share (the “PIPE Shares”). In addition, we have agreed to issue to MIG a senior secured convertible promissory no…

• We intend to use the net proceeds from the PIPE Transaction primarily to redeem the remaining approximately $33.1 million in aggregate principal amount of our outstanding 8.50% Senior Notes due October 2026 (the “Senior Notes”), with any remaining net proceeds to be used for general corporate purpos…

• The PIPE Transaction is also intended to support our ongoing transition to a power and infrastructure platform focused on acquiring, developing and operating energized sites supporting AI and HPC datacenters and local electricity grids. We believe that the participation of affiliates of Machine Inve…

Text removed vs the prior filing · source: 10-Q · 2026-05-15

• We are a developer and operator of datacenters and powered assets designed to support energy-intensive computing workloads. We currently build, maintain and operate datacenters focused on bitcoin mining, along with related power and electric infrastructure. We are increasingly focused on leveraging …

• Highlights from the three months ended March 31, 2026 and subsequent events through the date of this filing:

• •We received a proposed interconnection agreement from the New York State Electric & Gas Corporation with respect to the previously announced 60 MW of non-curtailable power at the New York Facility, advancing our AI/HPC datacenter development plans. In addition, we submitted a request to the Tenness…

• •We engaged advisors to assist with the marketing and development of the New York Facility and the Mississippi greenfield site in connection with our transition toward AI/HPC datacenter operations, including the preparation of detailed site plan designs, and continued discussions with multiple parti…

• •We have extinguished approximately 48.8% of the original $72,200,000 aggregate principal amount of our 8.50% Senior Notes due October 2026 (the “Senior Notes”), totaling $36,972,250 in principal amount (or 1,478,890 Senior Notes, each with a $25 principal value), for either cash or shares of our Cl…

Text added vs the prior filing · source: 10-Q · 2026-08-14

• If we are unable to complete the PIPE Transaction, we may not have sufficient resources to repay our Senior Notes upon their maturity in October 2026, which could materially and adversely affect our financial condition and our ability to continue as a going concern.

• On July 19, 2026, we entered into subscription agreements for the PIPE Transaction, which is expected to provide us with aggregate gross proceeds of approximately $39.4 million. Subject to closing of the PIPE Transaction, we intend to use the net proceeds from the PIPE Transaction to redeem the rema…

• The PIPE Transaction has not closed, and we have not received any proceeds from the PIPE Transaction. The closing of the PIPE Transaction is subject to the satisfaction or waiver of a number of conditions, including Nasdaq listing approval for the PIPE Shares, MIG Conversion Shares and MIG Warrant S…

• we file it with the SEC. Certain of these conditions are outside our control, and we cannot assure you that they will be satisfied or waived in a timely manner or at all.

• Each subscription agreement may be terminated prior to closing by mutual written consent of the respective parties thereto, in certain circumstances involving an uncured material breach as provided therein, or if the PIPE Transaction has not closed by October 10, 2026, subject to certain exceptions.…

Text removed vs the prior filing · source: 10-Q · 2026-05-15

• We may not have sufficient resources to repay our Senior Notes upon their maturity in October 2026, and the incurrence of additional indebtedness, including the issuance of our New Notes, increases the risks we face in meeting our debt obligations.

• As of March 31, 2026, prior to the completion of our Exchange Offer, we had $36.7 million of the Senior Notes and $2.3 million of the New Notes outstanding, all of which was unsecured. In connection with the Exchange Offer completed in the second quarter of 2026, we issued New Notes in an aggregate …

• An active trading market for our New Notes may not develop or be sustained, which could limit the market price of the New Notes or noteholders’ ability to sell them.

• On April 10, 2026, we issued approximately $1.5 million in aggregate principal amount of New Notes upon completion of our Exchange Offer. The aggregate principal amount of the New Notes outstanding following the Exchange Offer is $3.7 million. As previously disclosed, we sought to list the New Notes…

• We have previously received notices from the Nasdaq listing qualifications department regarding noncompliance with certain continued listing requirements and have subsequently regained compliance. Following the resignation of Kenneth Fearn from our Board of Directors and the audit committee of our B…