Form 8-K/A

8-K/A — Soluna Holdings, Inc

Accession: 0001493152-26-028986

Filed: 2026-06-17

Period: 2026-04-01

CIK: 0000064463

SIC: 6199 (FINANCE SERVICES)

Item: Financial Statements and Exhibits

Documents

8-K/A — form8-ka.htm (Primary)

EX-23.1 (ex23-1.htm)

EX-99.1 (ex99-1.htm)

EX-99.2 (ex99-2.htm)

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2026-04-01

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2026-04-01

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K/A

(Amendment

No. 1)

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): April 1, 2026

SOLUNA

HOLDINGS, INC.

(Exact

name of Registrant as Specified in Its Charter)

Nevada

001-40261

14-1462255

(State

or Other Jurisdiction

Incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

325

Washington Avenue Extension

Albany,

New York

12205

(Address

of Principal Executive Offices)

(Zip

Code)

Registrant’s

Telephone Number, Including Area Code: (516) 216-9257

N/A

(Former

Name or Former Address, if Changed Since Last Report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

stock, par value $0.001 per share

SLNH

The

Nasdaq Stock Market LLC

9.0%

Series A Cumulative Perpetual Preferred Stock, par value $0.001 per share

SLNHP

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

EXPLANATORY

NOTE

This

Amendment No. 1 on Form 8-K/A (this “Amendment”) is being filed by Soluna Holdings, Inc. (the “Company”) to amend

and supplement its Current Report on Form 8-K filed with the Securities and Exchange Commission on April 1, 2026 (the “Original

Report”). As previously disclosed in the Original Report, on April 1, 2026, Soluna DV Wind SponsorCo, LLC, a wholly owned indirect

subsidiary of the Company, acquired one hundred percent (100%) of the issued and outstanding equity interests in Briscoe Wind Farm, LLC,

a Delaware limited liability company (the “Briscoe Project Company”), pursuant to that certain Membership Interest Purchase

Agreement with Briscoe Wind Project Holdings I, LLC, JPM Capital Corporation and Morgan Stanley Wind LLC (the “Acquisition”).

The

Company is filing this Amendment solely to supplement Item 9.01 of the Original Report to file (i) the audited financial statements of

the Briscoe Project Company as of and for the years ended December 31, 2025 and 2024, and (ii) the unaudited pro forma condensed combined

financial information of the Company as of and for the year ended December 31, 2025, which gives effect to the Acquisition as if it had

been consummated on January 1, 2025. Except for the foregoing, this Amendment does not modify or update any other disclosure contained

in the Original Report.

Item 9.01.

Financial

Statements and Exhibits.

(a)

Financial statements of businesses acquired.

The

audited financial statements of the Briscoe Project Company as of and for the years ended December 31, 2025 and 2024 are filed herewith

and attached hereto as Exhibit 99.1 and are incorporated by reference herein.

(b)

Pro forma financial information.

The

Company’s unaudited pro forma condensed combined balance sheet as of and for the year ended December 31, 2025 is filed herewith

and attached hereto as Exhibit 99.2 and is incorporated by reference herein.

(d)

Exhibits.

Exhibit

No.

Description

23.1

Consent of CohnReznick LLP, independent auditors for Briscoe Wind Farm, LLC

99.1

Audited Financial Statements of Briscoe Wind Farm, LLC as of and for the years ended December 31, 2025 and December 31, 2024

99.2

Unaudited Pro Forma Condensed Combined Financial Information of the Company as of and for the year ended December 31, 2025

104

Cover

Page Interactive Data File (the cover page XBRL tags are embedded within the iXBRL document)

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its

behalf by the undersigned hereunto duly authorized.

SOLUNA

HOLDINGS, INC.

Date:

June 17, 2026

By:

/s/

Michael Picchi

Michael

Picchi

Chief

Financial Officer

(principal

financial officer)

EX-23.1

Filename: ex23-1.htm · Sequence: 2

Exhibit

23.1

Consent

of Independent Auditors

consent to the incorporation by reference in the Registration Statements on Form S-1 (No. 333-282559, No. 333-287519, No. 333-291105

and No. 333-295052), Form S-3 (No. 333-261427, No. 333-262594, No. 333-286638, No. 333-290546, No. 333-294152, No. 333-295051 and No.

333-295416) and Form S-8 (No. 333-251458, No. 333-260614, No. 333-277067, No. 333-287691, No. 333-289806, No. 333-291703 and No. 333-294922)

of Soluna Holdings, Inc. of our audit report dated May 28, 2026, with respect to the financial statements of Briscoe Wind Farm,

LLC for the years ended December 31, 2025 and 2024 included in this Form 8-K/A.

/s/

CohnReznick LLP

Chicago,

Illinois

June

17, 2026

EX-99.1

Filename: ex99-1.htm · Sequence: 3

Exhibit

99.1

Briscoe

Wind Farm, LLC

Index

PAGE

Independent

Auditor’s Report

Financial

Statements

Balance

Sheets

Statements

of Operations

Statements

of Members’ Equity

Statements

of Cash Flows

Notes

to Financial Statements

CohnReznick

LLPcohnreznick.com

Independent

Auditor’s Report

the Managing Member of

Briscoe Wind Farm, LLC

Opinion

have audited the financial statements of Briscoe Wind Farm, LLC (the “Company”), which comprise the balance sheets as of

December 31, 2025 and 2024, and the related statements of operations, members’ equity, and cash flows for the years then ended,

and the related notes to the financial statements.

our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as

of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended in accordance with accounting

principles generally accepted in the United States of America.

Basis

for Opinion

conducted our audits in accordance with auditing standards generally accepted in the United States of America (“GAAS”). Our

responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial

Statements section of our report. We are required to be independent of the Company, and to meet our other ethical responsibilities,

in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient

and appropriate to provide a basis for our audit opinion.

Responsibilities

of Management for the Financial Statements

Management

is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally

accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation

and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate,

that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date that the financial

statements are available to be issued.

Auditor’s

Responsibilities for the Audit of the Financial Statements

Our

objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement,

whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level

of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always

detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than

for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of

internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate,

they would influence the judgment made by a reasonable user based on the financial statements.

performing an audit in accordance with GAAS, we:

● Exercise

professional judgment and maintain professional skepticism throughout the audit.

● Identify

and assess the risks of material misstatement of the financial statements, whether due to

fraud or error, and design and perform audit procedures responsive to those risks. Such procedures

include examining, on a test basis, evidence regarding the amounts and disclosures in the

financial statements.

● Obtain

an understanding of internal control relevant to the audit in order to design audit procedures

that are appropriate in the circumstances, but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control. Accordingly, no such opinion

is expressed.

● Evaluate

the appropriateness of accounting policies used and the reasonableness of significant accounting

estimates made by management, as well as evaluate the overall presentation of the financial

statements.

● Conclude

whether, in our judgment, there are conditions or events, considered in the aggregate, that

raise substantial doubt about the Company’s ability to continue as a going concern

for a reasonable period of time.

are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit,

significant audit findings, and certain internal control-related matters that we identified during the audit.

Chicago,

Illinois

May 28, 2026

Briscoe

Wind Farm, LLC

Balance

Sheets

December

31, 2025 and 2024

2025

2024

Assets

Current assets

Restricted

cash

$ 1,815,114

$ 2,092,717

Accounts receivable, net

909,988

603,435

Prepaid expenses

898,013

874,036

Due from affiliate

23,468

Other

current assets

12,511

Total

current assets

3,635,626

3,593,656

Non-current assets

Wind Energy System, net

137,132,503

144,025,278

Restricted cash, non-current

283,885

Operating lease right-of-use

assets

10,137,774

10,540,668

Deposits

19,500

Other

non-current assets

100,091

Total

non-current assets

147,673,753

154,869,331

Total

assets

$ 151,309,379

$ 158,462,987

Liabilities and

Members’ Equity

Current liabilities

Accounts payable and accrued

expenses

$ 285,460

$ 355,290

Operating lease liability

415,049

Tracking account

6,000,000

Other

current liabilities

537,062

1,502,481

Total

current liabilities

7,237,571

2,272,820

Non-current liabilities

Long-term debt

25,669,467

22,579,002

Related party debt

40,942,566

36,230,360

Asset retirement obligation

4,712,431

4,414,455

Tracking account

6,000,000

Operating lease liability,

non-current

10,291,280

10,720,010

Other

non-current liabilities

386,407

Total

non-current liabilities

81,615,744

80,330,234

Total liabilities

88,853,315

82,603,054

Commitments and contingencies

Members’ equity

62,456,064

75,859,933

Total

liabilities and members’ equity

$ 151,309,379

$ 158,462,987

See

Notes to Financial Statements.

Briscoe

Wind Farm, LLC

Statements

of Operations

Years

Ended December 31, 2025 and 2024

2025

2024

Revenue

PPA revenue

$ 6,360,111

$ 5,233,109

Merchant revenue

1,758,947

2,146,645

REC

revenue

831,869

592,034

Total

revenue

8,950,927

7,971,788

Operating expenses

Operations and maintenance

7,024,449

5,010,134

Depreciation and accretion

7,190,751

7,177,291

Rent

695,668

651,727

Property taxes

340,901

451,653

General

and administrative

210,157

319,976

Total

operating expenses

15,461,926

13,610,781

Loss from operations

(6,510,999 )

(5,638,993 )

Other income (expense)

Other income

165,063

12,520

Interest

expense

(8,427,902 )

(9,346,637 )

Total

other income (expense)

(8,262,839 )

(9,334,117 )

Net loss

$ (14,773,838 )

$ (14,973,110 )

See

Notes to Financial Statements.

Briscoe

Wind Farm, LLC

Statements

of Members’ Equity

Years

Ended December 31, 2025 and 2024

Members’

Equity

Members’ equity, December 31, 2023

$ 89,467,324

Capital contributions

1,365,719

Net loss

(14,973,110 )

Members’ equity, December 31, 2024

75,859,933

Capital contributions

1,369,969

Net loss

(14,773,838 )

Members’ equity, December 31, 2025

$ 62,456,064

See

Notes to Financial Statements.

Briscoe

Wind Farm, LLC

Statements

of Cash Flows

Years

Ended December 31, 2025 and 2024

2025

2024

Cash flows from operating activities

Net loss

$ (14,773,838 )

$ (14,973,110 )

Adjustments to reconcile

net loss to net restricted cash (used in) provided by operating activities

Depreciation and accretion

7,190,751

7,177,291

Non-cash interest expense

7,802,671

5,961,881

Extinguishment of debt

issuance costs

657,084

Amortization of deferred

financing costs

688,805

Amortization of operating

lease right-of-use assets

402,894

394,202

Bad debt (recovery) expense

(112,602 )

Changes in operating assets

and liabilities

Accounts receivable

(306,553 )

13,516

Prepaid expenses

(23,977 )

(684,688 )

Accounts payable and accrued

expenses

(69,830 )

(3,155,847 )

Due to/from affiliates

23,468

380,033

Operating lease liability

(428,730 )

(420,038 )

Other

liabilities

(1,351,826 )

(1,114,466 )

Net

restricted cash used in operating activities

(1,647,572 )

(5,075,337 )

Cash flows from financing activities

Proceeds from members’

capital contributions

1,369,969

1,365,719

Carval debt principal payments

(56,685,575 )

Proceeds from long-term

debt (Subordinated Notes)

35,617,838

Proceeds

from long-term debt (Acciona)

22,000,000

Net

restricted cash provided by financing activities

1,369,969

2,297,982

Change in restricted cash

(277,603 )

(2,777,355 )

Restricted cash, beginning

2,376,602

5,153,957

Restricted cash, end

$ 2,098,999

$ 2,376,602

Supplemental disclosure of cash flow activities

Cash

paid for operating leases

$ 648,000

Interest

paid

$ 628,499

$ 1,518,964

See

Notes to Financial Statements.

Briscoe

Wind Farm, LLC

Notes

to Financial Statements

December

31, 2025 and 2024

Note

1 - Organization and nature of operations

Organization

Briscoe

Wind Farm, LLC (the “Company”) was formed as a limited liability company on October 15, 2013, in accordance with the Delaware

Limited Liability Company Act for the purpose of financing, developing and operating a wind-powered energy generation facility (the “Wind

Energy System”). On November 27, 2013, Juwi Wind, LLC (“Juwi”) as the sole member of the Company transferred its membership

interest in the Company to Briscoe Wind Project Holdings I, LLC (“Briscoe Holdings”).

December 23, 2014, the Company entered into an agreement to receive capital contributions in exchange for membership interests from Class

A equity investors. In accordance with this agreement, the Company amended and restated its Limited Liability Company Agreement on November

17, 2015, to incorporate the addition of the Class A equity investors (see Note 5). Per the amended and restated Limited Liability Agreement,

the Company will continue in existence until 99 years following the effective date of the amended Limited Liability Company Agreement

or earlier if dissolved in accordance with the agreement.

August 16, 2021, the Company entered into an amended agreement to receive additional capital contributions in exchange for membership

interest from Class A equity investors, JPM Capital Corporation and Morgan Stanley Wind, LLC.

April 1, 2026, subsequent to the balance sheet date of December 31, 2025, the members of the Company completed the sale of 100% of the

Company’s membership interests to Soluna Holdings, Inc. for total consideration of approximately $53.0 million, pursuant to a Membership

Interest Purchase Agreement. Simultaneous with the sale, the tracking account liability, related party debt, and long-term debt were

fully settled by the members.

Nature

of operations

The

Company has developed and constructed a Wind Energy System (the “Project”) consisting of 81 turbines located in Briscoe County,

Texas with an aggregate generation capacity of approximately 150 megawatts (“MWs”). The Commercial Operation Date (“COD”)

of the Wind Energy System occurred on November 13, 2015. Since COD, the Company’s operations consist of owning and operating the

Wind Energy System and selling the generated electricity directly into the wholesale markets managed by Electric Reliability Council

of Texas, Inc. (“ERCOT”). The Company executed an agreement to hedge a portion of the power sold against future changes in

the price of electricity. The hedge was effectively unwound during 2021 (see Note 4). On February 24, 2023, the Company executed a Power

Purchase Agreement (“PPA”) with Golden Spread Electric Cooperative, Inc. (″GSEC″) to sell an increasing portion

of its energy output to GSEC. This portion of energy commenced at 25 MW and will increase to an estimated peak demand of approximately

150 MW. The Company has no employees and receives key administrative, operations and maintenance services through service agreements

with third parties (see Note 8).

Note

2 - Summary of significant accounting policies

Revenue

recognition

The

Company derives its revenue from the sale of power and renewable energy credits (“RECs”). The Company sells power to the

wholesale market at its nodal settlement point and is recorded as the underlying energy is generated. Commencing in 2023, the Company

sold an increasing portion of its power through a PPA with GSEC. At times the Company may be subject to negative pricing at its nodal

settlement point when selling electricity within the wholesale market due to severe congestion on the transmission lines within the ERCOT

West Hub region.

Briscoe

Wind Farm, LLC

Notes

to Financial Statements

December

31, 2025 and 2024

The

Company evaluated its wholesale energy revenue and determined that it does not meet the definition of a lease or a derivative and accordingly,

will be accounted for under ASC 606. Under Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts

with Customers (“ASC 606”), a contract’s transaction price is allocated to each distinct performance obligation

and recognized as revenue when, or as, the performance obligation is satisfied. The Company views the sale of power as a series of distinct

goods that is substantially the same and has the same pattern of transfer measured by the output method. Accordingly, the Company applied

the practical expedient as the right to consideration corresponds directly to the value provided to the customer to recognize revenue

at the invoice amount. During the years ended December 31, 2025, and 2024, the Company earned wholesale energy revenue of $1,758,947

and $2,146,645, respectively.

The

Company evaluated the GSEC PPA and determined that it does not meet the definition of a lease or a derivative and accordingly, will be

accounted for under ASC 606. The Company views the sale of energy under the PPA as single performance obligation that the customer simultaneously

receives and consumes as the entity performs. Revenue is recognized using an output method as the quantities are delivered to the customer.

The customer is invoiced monthly an amount equal to energy multiplied by the variable market rate as published by ERCOT and all curtailed

energy multiplied by a rate of $20.70/MWh. The Company applied the practical expedient available under ASC 606 as the right to consideration

corresponds directly to the value provided to the customer to recognize revenue at the invoiced amount and recognizes revenue in the

statements of operations when the energy is delivered. During the years ended December 31, 2025 and 2024, the Company earned PPA revenue

of $6,360,111 and $5,233,109, respectively.

Under

the renewable portfolio standards in Texas, the Wind Energy System will generate a REC for each megawatt hour of energy delivered. The

Company’s individual REC sales reflect a fixed quantity, fixed price structure over a specified term or are sold at the spot market.

The Company views REC products in these arrangements as distinct performance obligations satisfied at a point in time. Since the REC

products delivered to the customers are not bundled with the power sold to ERCOT or GSEC but rather are sold at specified points under

separate contractual arrangements, these RECs are recognized into revenue when delivered and invoiced under ASC 606. During 2025 and

2024, the Company recognized $831,869 and $592,034 of revenues related to the sale of RECs, respectively.

REC

inventory

The

Wind Energy System generates RECs for each MWh of wind energy produced. The Company accounts for its REC inventory under the incremental

cost method and thus, RECs have no recorded value.

Reclassifications

Certain

prior year amounts have been reclassified to conform to the current year presentation. Specifically, amounts previously presented as

Acciona debt and Subordinated Notes in the debt footnote have been disaggregated into related party debt and long-term debt to align

with the balance sheet presentation and more transparently reflect the nature of the respective lender relationships, as further described

in Note 7. The reclassification resulted in $36,230,360 being presented as related party debt and $22,579,002 being presented as long-term

debt as of December 31, 2024, compared to $36,376,696 and $22,432,666 as previously presented. These reclassifications had no effect

on previously reported total liabilities, members’ equity, or net loss.

Accounts

receivable

The

Company’s accounts receivable consists of uncollateralized amounts due from a third party. Trade receivables are reported on the

balance sheet net of allowances for credit losses. The Company records allowances for current expected credit losses based on (i) estimates

of uncollectible revenues by analyzing accounts receivable aging, (ii) historical collections and delinquencies, (iii) reasonable and

supportable forecasts of future events, and (iv) counterparty credit ratings. Receivables are written off when deemed uncollectible.

Recoveries of receivables previously written off are recorded when they are probable of collection. During the year ended December 31,

2025, $663,353 previously included within the allowance for doubtful accounts was written off, inclusive of $112,601 in recoveries recorded

as a reduction to bad debt expense within general and administrative expense. No such activity occurred in 2024. As of December 31, 2025

and 2024, the Company has accrued $0 and $663,353, respectively, in allowance for doubtful accounts. The accounts receivable balance

as of December 31, 2023 was $1,280,304.

Briscoe

Wind Farm, LLC

Notes

to Financial Statements

December

31, 2025 and 2024

Prepaid

expenses

Prepaid

expenses consist of payments made as of December 31, 2025 and 2024, respectively, related to services to be received in a subsequent

reporting period. The primary amounts included in prepaid expenses as of December 31, 2025 and 2024 were amounts related to insurance

and the operations and maintenance agreement (see Note 8).

Wind

Energy System, net

The

Company’s Wind Energy System is stated at cost. The Wind Energy System is depreciated using the straight-line method over its estimated

useful life of 30 years. The costs of maintenance, repairs, and minor renewals are expensed as incurred, while expenditures that extend

useful lives are capitalized. Upon retirement or disposal, the related cost and accumulated depreciation are removed from the accounts

and any resulting gain or loss is recognized.

Impairment

of long-lived assets

The

Company reviews its Wind Energy System for impairment annually or whenever events or changes in circumstances indicate that the carrying

value of an asset may not be recoverable.

When

an impairment trigger is identified, management first compares the estimated future undiscounted cash flows associated with the Wind

Energy System to its carrying amount. If the estimated future undiscounted cash flows are less than its carrying amount, management then

calculates the amount of the impairment loss by reducing the Wind Energy System’s carrying amount to its fair value. The Company

determines fair value generally by using the discounted cash flow method. The factors considered by the Company in performing this assessment

include current operating results, forecasted merchant pricing curves, market trends and prospects, the manner in which the property

is used, inclusive of future expected annual production amounts, and the effects of obsolescence, demand, competition, and other economic

factors. No impairment loss has been recognized for the years ended December 31, 2025 and 2024.

Restricted

cash

of December 31, 2025 and 2024, restricted cash consists of four separate accounts which are restricted under the terms of the Company’s

operating agreement and other depository agreements. The amounts are classified as current or noncurrent based on their intended use.

Current restrictions are utilized to maintain revenue proceeds and payment of operating expenses. Noncurrent cash pursuant to hedge and

operating agreements is required to maintain a minimum balance throughout its contractual term. The restricted cash accounts consist

of cash and cash equivalents, which are investments with original maturities of three months or less.

The

following table provides a reconciliation of restricted cash to the statements of cash flows:

December

31,

2025

2024

Restricted cash

$ 1,815,114

$ 2,092,717

Restricted cash, non-current

283,885

Total

restricted cash

$ 2,098,999

$ 2,376,602

Briscoe

Wind Farm, LLC

Notes

to Financial Statements

December

31, 2025 and 2024

Operating

site leases

The

Company leases land for the Wind Energy System under multiple operating leases from numerous third-party landowners. The site leases

contain five different payment types depending on the development, construction and operating stage of the Wind Energy System. The site

leases include escalation clauses and contingent rents based on gross sales as defined within the leases.

Minimum

rental expense for noncancelable operating site leases with scheduled rent increases is recognized on a straight-line basis over the

site lease term, beginning with the lease commencement date, or the date the lease is acquired, whichever is sooner. The Company’s

leases are for a term of 30 years from COD. For leases with renewal options or fixed terms with early termination options, the exercise

of renewal options is included in the lease term if the option is reasonably certain to be exercised and is solely at the Company’s

discretion. Leases with terms of one year or less are not included in the balance sheets.

The

Company adopted Accounting Standards Update 2016-02 (as amended), Leases (“Topic 842”) effective January 1, 2022.

Upon adoption, the Company recognizes a lease liability, which is measured at the present value of future minimum lease payments, and

a corresponding right-of-use asset equal to the lease liability, adjusted for any prepaid lease costs, initial direct costs and lease

incentives. The Company remeasures lease liabilities and related right-of-use assets whenever there is a change to the lease term and/or

there is a change in the amount of future lease payments, but only when such changes do not qualify to be accounted for as a separate

contract.

The

Company determines an appropriate discount rate to apply when determining the present value of the remaining lease payments for purposes

of measuring or remeasuring lease liabilities. As the rate implicit in the lease is not readily determinable, the Company has elected

to use a risk-free borrowing rate for a borrowing over a similar term of the lease payments at the commencement date.

Derivative

financial instrument

The

Company recognizes all derivative financial instruments in the accompanying financial statements at fair value in accordance with Financial

Accounting Standards Board (“FASB”) ASC Topic 815, Derivative and Hedging.

The

Company has historically and may in the future enter into derivative contracts to manage its risks associated with market fluctuations

by entering into derivative contracts to sell energy. The Company believes these instruments, which are classified as economic hedges,

mitigate exposure to fluctuations in commodity prices. Derivatives that are intended to serve as economic hedges and that are not designated

for hedge accounting are recognized in earnings each period (see Note 4).

Other

liabilities

August 2021, the Company effectively unwound its energy hedge amendments through structured payments based on fixed quantities through

December 2026 (see Note 4). Upon initial recognition, the Company is required to record the present value of all future cash outflows

based on the Company’s applicable discount rate. Subsequently, all payments are allocated between principal and interest through

the term of the agreement. During the years ended December 31, 2025 and 2024, interest expense of $150,655 and $302,896, respectively,

is incurred and included within interest expense on the accompanying statements of operations.

Briscoe

Wind Farm, LLC

Notes

to Financial Statements

December

31, 2025 and 2024

Asset

retirement obligation

The

Company has a contractual obligation to remove its Wind Energy System following the expiration of its operating site leases. The leases

require that, upon lease termination, the leased land be restored to an agreed-upon condition, effectively retiring the Wind Energy System.

The Company is required to record the present value of the estimated obligation as it is incurred relating to the Wind Energy System.

Upon initial recognition of the Company’s asset retirement obligation, the carrying amount of the Wind Energy System will be increased

and amortized over its useful life and the obligation will be accreted to the estimated future value over the same period. The Company

recorded its retirement obligation upon the Wind Energy System reaching COD.

Debt

issuance costs

Costs

incurred in obtaining the related party debt are presented as a reduction of the carrying value of debt and amortized using the effective

interest method over the term of the debt. As noted in Note 7, during the year ended December 31, 2024, the Company’s financing

arrangement was repaid in full by affiliates. As a result, all $657,084 of debt issuance costs were written off during the year ended

December 31, 2024 and are included within interest expense on the statements of operations.

Income

taxes

The

Company has elected to be treated as a pass-through entity for income tax purposes and, as such, is not subject to income taxes. Rather,

all items of taxable income, deductions and tax credits are passed through to and are reported on the Company’s members’

tax return. However, the Company’s income is subject to the State of Texas franchise tax. The Company’s federal tax status

as a pass-through entity is based on its legal status as a limited liability company. Accordingly, the Company is not required to take

any tax positions in order to qualify as a pass-through entity. These financial statements do not reflect a provision for income taxes,

and the Company has no other tax positions that must be considered for disclosure.

Included

in the items passed through are the Production Tax Credits (“PTCs”), which are federal incentives to promote the investment

in renewable wind energy. The Company allocates PTCs 99% to its Class A members and 1% to its Class B member.

The

Company’s tax return is subject to examination by taxing authorities for a period of three years for federal and four years for

the state of Texas from the date it was filed. All tax returns remain open for the Company since 2021.

Use

of estimates

The

preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”)

requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent

assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting

period.

The

Company bases its estimates and assumptions on the best information available at the time the estimate is made. Significant estimates

included within the financial statements include the useful lives of the Wind Energy System, expected future cash flows from the Wind

Energy System, allowance of doubtful accounts, and the fair value of asset retirement obligations. Actual results may vary from these

estimates.

Briscoe

Wind Farm, LLC

Notes

to Financial Statements

December

31, 2025 and 2024

Note

3 - Wind Energy System, net

Wind

Energy System, net for the years ended December 31, 2025 and 2024 consists of the following:

2025

2024

Wind turbines

$ 186,593,263

Land improvements

11,212,610

Operation and maintenance building

1,159,681

Project amortizable costs

8,644,017

Asset retirement cost

2,430,236

210,039,807

Less accumulated depreciation

(72,907,304 )

(66,014,529 )

Wind Energy System,

net

$ 137,132,503

$ 144,025,278

Depreciation

expense totaled $6,892,775 and $6,898,157 for the years ended December 31, 2025 and 2024, respectively.

Note

4 - Derivative financial settlement and tracking account

The

Company entered into a forward sale of power transaction to sell power with a total notional amount of 4,232,496 MWh over the life of

the agreement, which was effective January 1, 2016 and terminates on December 31, 2026. The Company also had an embedded option in this

forward transaction that allowed the Company to terminate the last five years of the commodity derivative by written notice during the

period from January 1, 2020 through December 1, 2020. On May 7, 2020, the forward transaction was amended and restated to freeze the

hedge from May 7, 2020 to December 31, 2020.

The

commodity derivative also contains a tracking account, which is a nonderivative element that provided the Company with a $12 million

funding limit to protect against pricing and volumetric differences between the actual quantities delivered at the ERCOT Node assigned

to the project and hourly quantities sold at the ERCOT West Hub. Monthly settlements are followed by a final settlement at the end of

the term of the commodity derivative. The tracking account charges interest of 1-Mo SOFR plus a margin of 3.5%. During the years ended

December 31, 2025 and 2024, the Company incurred $474,577 and $619,004, respectively, of interest expense on its tracking account which

is included in interest expense on the accompanying statements of operations, of which $173,031 and $176,299 is outstanding and included

within Accounts payable and accrued expenses on the accompanying balance sheets. As of December 31, 2025 and 2024, $6,000,000 was due

on the tracking account and is included in the accompanying balance sheets and will be payable upon contract expiration on December 31,

2026.

August 2021, the Company entered into the ninth amended and restated confirmation with Morgan Stanley Capital Group, Inc. (“Morgan

Stanley”) which amended its forward sale power transaction by reducing the quantity of energy delivered to 50% of the original

contract quantity for the period from July 1, 2021 to December 31, 2026. Also in August 2021, the Company entered into a forward purchase

of power transaction with Morgan Stanley to purchase the same quantity of power as the contract quantity of the ninth amended and restated

confirmation.

These

two contracts are structured in the manner in order to allow the remaining 50% of the notional quantity to offset and effectively terminate

the forward sale power transaction and reduce the tracking account to $6 million. As of December 31, 2025 and 2024, respectively, the

future net settlements of these two contracts totaled $537,062 and $1,888,888, of which $537,062 and $1,502,481 is due within the next

12 months. The future net settlement liabilities are presented as other long-term liabilities and other current liabilities in the accompanying

balance sheets.

Briscoe

Wind Farm, LLC

Notes

to Financial Statements

December

31, 2025 and 2024

Note

5 - Members’ equity

The

Company entered into an Equity Capital Contribution Agreement dated December 23, 2014, (the “ECCA”) with Briscoe Wind Project

Holdings I LLC (“Briscoe Holdings”) and two unrelated tax equity investors. Pursuant to the ECCA, upon closing of the transaction

the unrelated tax equity, investors own 100% of the Class A Membership Units and all Class B Membership Units are owned by Briscoe Holdings.

The equity interests in the Company are subject to funding conditions as stated in the ECCA. The ECCA was amended on August 16, 2021

to request additional capital contributions which were funded by members in 2021.

of December 31, 2025 and 2024, the number of Class A and Class B membership units authorized, issued and outstanding totaled 117,300,000,

respectively. The amended and restated Limited Liability Company Agreement (“LLCA”) outlines both upfront capital contributions

and deferred capital contributions based on annual production, member loan provisions, general as well as specific allocations of income

and loss, distributions, management, rights and responsibilities of members, administrative and tax matters, transfers of interests including

a purchase option, tracking model and flip date, indemnification and dissolution and liquidation preferences.

The

Class B member is the initial manager, and the LLCA outlines its responsibilities as well as the rights and responsibilities of both

the Class A and Class B members. The LLCA allows for transfers of their interests by either the Class A or Class B members subject to

specific requirements. The LLCA contains a purchase option allowing the Class B member to purchase 100%, but not less than 100%, of the

Class A members’ interests during the period of 180 days immediately following: (i) the date which is six months after the later

of: (A) the date (“Flip Date”) when Class A members are determined to have realized an after-tax IRR of 8.25% (“Target

IRR”) and (B) the fifth anniversary of COD; and (ii) the fifth anniversary of the Flip Date (“Purchase Option Period”).

As of December 31, 2025, the Flip Date has not occurred.

The

purchase price of the Class A units during the Purchase Option Period shall be the greatest of:

● The

amount required for each of the Class A Members to achieve and preserve the Target IRR;

● 105%

of fair market value of such Class A Units; and

● The

Class A Members’ book value at the date the purchase option is executed using the Hypothetical

Liquidation at Book Value (“HLBV”) method in accordance with GAAP.

Note

6 - Asset retirement obligation

The

following is a summary of total changes in the Company’s asset retirement obligation liability for the years ended December 31:

Years

ended December 31,

2025

2024

Balance at January 1

$ 4,414,455

$ 4,135,321

Accretion expense

297,976

279,134

Balance at December 31

$ 4,712,431

$ 4,414,455

Asset

retirement obligation costs may increase or decrease significantly in the future as a result of changes in regulations, changes in engineering

designs and technology, permit modifications or updates, changes the Wind Energy System, inflation or other factors as actual reclamation

spending occurs. Asset retirement obligation activities and expenditures generally are made over an extended period of time commencing

near the end of the wind energy system life; however, certain reclamation activities may be accelerated if legally required or if determined

to be economically beneficial.

Briscoe

Wind Farm, LLC

Notes

to Financial Statements

December

31, 2025 and 2024

Note

7 - Debt

CarVal

Debt

August 16, 2021, the Company entered into a credit agreement (“Credit Agreement”) with CVI CD Wind Loan Holdings (“CarVal”),

the lender to the Company and an affiliate of the Company’s Class B member parent, CD Wind JV, LLC, in the amount of $44,792,700.

The loan bore a cash interest rate of 7% per annum plus mandatory paid in kind interest rate of 5% to be capitalized with the principal.

The Credit Agreement had an initial maturity date of August 16, 2024 with an option to extend an additional three years to August 16,

2027 when the final principal installment shall be repaid.

The

Credit Agreement was collateralized by substantially all of the assets of the Company as specified in Credit Agreement. The Company’s

assets, including its Wind Energy System, was cross collateralized with Green Pastures Wind I, LLC and Green Pastures Wind II, LLC (collectively

the “GP Wind Projects”) in their respective debt agreements, meaning these assets were subject to seizure by GP Wind Projects’

lender to the extent GP Wind Projects defaulted on its debt agreements.

The

GP Wind Projects incurred significant declines in operating revenues and availability of their wind turbines dating back to 2022. The

GP Wind Projects asserted negligence against its O&M Provider (“Nordex”) and its guarantors (“Acciona”) as

the cause of the aforementioned declines. In January 2024, the GP Wind Projects received notice from CarVal that they were in default

of their debt agreements as a result of the ongoing litigation. Consequently, all of the Company’s assets were subject to seizure

by CarVal.

settle the aforementioned disputes, on November 1, 2024, affiliates of the Company closed on a Membership Interest Purchase Agreement

(“MIPA”) with Acciona related to the purchase of GP Wind Projects and utilized the proceeds to pay off 100% of the outstanding

debt in GP Wind I, GP Wind II, and the Company. On that same date, Acciona assumed $22,000,000 of the Company’s debt previously

held by CarVal while the remaining $35,617,838 of the Company’s debt (inclusive of additional fees) was initially assumed by GP

Wind I and GP Wind II and subsequently transferred to various stakeholders (“Subordinated Notes”).

The

debt restructuring met the criteria for extinguishment, as the old debt was fully satisfied using MIPA proceeds. In accordance with the

applicable accounting guidance, the existing debt was derecognized, and the remaining unamortized deferred financing costs of $657,084

were expensed as interest expense on the statement of operations. No financing fees related to the issuance of the new debt have been

recognized, as there were no incremental expenses incurred specifically for the new debt issuance. These costs were included as part

of transaction expenses associated with the affiliate’s MIPA.

For

the year ended December 31, 2024, non-cash interest payments of $4,770,357 were capitalized as additional principal prior to the payoff.

For the period January 1, 2024 through October 31, 2024, the Company incurred total interest related to related party debt of $5,708,817,

which was presented as interest expense on the statements of operations.

Acciona

Debt

November 1, 2024, Acciona provided $22,000,000 in new debt to the Company through the Assignment and Assumption Agreement thereby assigning

the rights of CarVal under the Credit Agreement to Acciona (“Acciona Debt”). The restructured debt carries an interest rate

of 12% per annum, in which any unpaid portion will be capitalized to the principal and a maturity date of October 31, 2029.

Briscoe

Wind Farm, LLC

Notes

to Financial Statements

December

31, 2025 and 2024

of December 31, 2025 and 2024, Acciona’s related party debt outstanding was $25,256,335 and $22,432,666, respectively, including

of $2,823,669 and $432,666, respectively, paid in kind interest, which were included in related party debt on the balance sheets.

Subordinated

Notes

Concurrent

with the sale of the GP Wind Projects, On November 1, 2024, the Company entered into a Master Assignment of Subordinated Note in which

Green Pastures Wind I, LLC and Green Pastures Wind II, LLC (collectively referred to as “the Assignors”) transferred its

note receivables from the Company associated with the CarVal debt payoff mentioned above to Citicorp North America Inc., CEI HoldCo SPV,

L.P., JPM Capital Corporation, Security Pacific Capital Leasing Corporation, Prudential Insurance Company of America, Pruco Life Insurance

Company, and Lincoln National Life Insurance Company (collectively referred to as “the Assignees”). The total obligation

owed by the Company to the Assignees is $35,617,838. The loan bears a cash interest rate of 13% per annum and a maturity date of October

31, 2029. All unpaid interest is capitalized to the principal.

of December 31, 2025 and 2024, Subordinated notes outstanding were $41,355,698 and $36,376,696, respectively, including of $4,979,002

and $758,858, respectively, paid in kind interest, which were included in both related party debt and long-term debt, on the balance

sheets.

The

following table provides a list of the original assignments:

Assignee

Assigned

Amount

Assigned

Amount (as a Percentage of Note Obligations)

Citicorp North America Inc.

$ 5,088,263

14.29 %

CEI HoldCo SPV, L.P.

3,883,500

10.90 %

Security Pacific Capital Leasing Corporation

17,019,717

47.78 %

Prudential Insurance Company of America

480,095

1.35 %

Pruco Life Insurance Company

413,105

1.16 %

Lincoln National Life Insurance Company

223,300

0.63 %

JPM Capital Corporation

8,509,858

23.89 %

Aggregate

Assigned Amounts

$ 35,617,838

100.00 %

Acciona, CEI HoldCo SPV, L.P., JPM Capital Corporation, Prudential Insurance Company of America, Pruco Life Insurance Company, and Lincoln

National Life Insurance Company are all affiliates of the Company, their outstanding debt is recorded as related party debt on the balance

sheets while Citicorp North America Inc. and Security Pacific Capital Leasing Corporation are unaffiliated entities and are presented

as long-term debt on the balance sheets.

Briscoe

Wind Farm, LLC

Notes

to Financial Statements

December

31, 2025 and 2024

The

following table summarizes the outstanding debt as of December 31:

December

31,

2025

2024

Acciona Debt & Related Party

Subordinated Notes (Related party debt)

$ 40,942,566

$ 36,230,360

Third Party Subordinated

Notes (Long-term debt)

25,669,467

22,579,002

Total

outstanding debt

$ 66,612,033

$ 58,809,362

The

Company’s future debt maturities for the five years subsequent to December 31, 2025 are as follows:

party

Long-term

Total

2026

$ -

2027

2028

2029

40,942,566

25,669,467

66,612,033

Total

$ 40,942,566

$ 25,669,467

$ 66,612,033

Note

8 - Commitments and contingencies

Operations,

Maintenance and Management Services Agreement

The

Company has an Operations, Maintenance and Management Services Agreement with a related party provider (the “OMMSA”). The

OMMSA provides for certain operation and commercial management services for the Wind Energy System. The annual fee for the OMMSA is $125,000.

The annual fee shall be increased as of the commencement of each contract year, beginning with the contract year commencing on January

1, 2019, in an amount equal to the change in the consumer price index from January 1 of the immediately previous contract year. On March

31, 2023, the Company terminated the OMMSA. Effective May 4, 2023, the Company entered into an Asset Management Agreement (“New

Asset Manager”) with CAMS Renewables Services, LLC. The New Asset Manager provides for certain operation and commercial management

services for the Wind Energy System. The annual fee for the management services is $239,927 subject to annual increases beginning January

1, 2024. For the years ended December 31, 2025 and 2024, the Company incurred fees of $456,151 and $405,198, respectively, which are

included in operations and maintenance on the statements of operations.

Operations

and Maintenance Services Agreement

The

Company entered into an Operations and Maintenance Services Agreement dated December 23, 2014, with a third-party vendor (the “O&M”)

that provides services for the covered components defined in the agreement. The O&M is separate from the OMMSA. The term for the

O&M begins on the Contract Effective Date and expires on the earlier to occur of: (i) 10 years after the Commercial Operation Date;

or (ii) 10 years and five months and 29 days after the Initial Maintenance Start Date as defined in the agreement. The O&M defines

services to be performed as well as nonwarranty repairs, if any, in accordance with the O&M including routine operation activities,

routine maintenance and corrective maintenance. The services are performed on the Company’s turbines, tower cables, blades, etc.

(collectively, the 81 “Covered Units”). During 2018, the Company amended its O&M agreement to reduce the scope of services

to be provided in return for a reduced fixed fee of $23,125 per Covered Unit for a four-year period, extended the initial term of the

agreement for 14 years, and allowed for extension terms for an additional six years beyond the initial 14-year term. In 2020, the Company

entered into Amendment No. 2 to the agreement which revised the price from July 1, 2022 until the end of the initial term to $52,700

per Covered Unit. On May 26, 2022, the Company entered into Amendment No. 3 which reduced the fee to $21,529 per Covered Unit until June

30, 2027. For the years ended December 31, 2025 and 2024, the Company incurred $3,020,286 and $3,103,449, respectively, of O&M related

fees with its O&M provider, which are included in operations and maintenance on the accompanying statements of operations.

Briscoe

Wind Farm, LLC

Notes

to Financial Statements

December

31, 2025 and 2024

The

Company entered into a Facility Management Service Agreement dated September 17, 2015, with the O&M provider (the “FMSA”).

The FMSA provides for certain Management Services as defined in the FMSA for the Wind Energy System. The FMSA is separate from the O&M

and the OMMSA. The term for the FMSA begins on the Contract Effective Date and expires on the earlier to occur: (i) 10 years after the

Commercial Operation Date; or (ii) upon termination of the O&M agreement. The agreement expired on September 17, 2025. The quarterly

fee for the FMSA is $46,250 had been adjusted annually beginning with the contract year commencing January 1, 2017.

Operating

site leases

The

Company has entered into site leases and easements with landowners of the land upon which the Wind Energy System was constructed. The

leases are land use agreements only. The Company incurs lease expense for site leases with lessors during the initial term, the construction

term and operational term. Lessors who have wind turbines on their property will receive minimum annual rent payments of $8,000 per wind

turbine.

addition, the Company’s leases require contingent rentals based on gross sales as defined in the leases during the operational

term. The terms of the Company’s site leases contain rent escalation clauses and compensation for crop damage. The Company is required

to pay property taxes, if any, insurance, and occupancy and maintenance costs.

Site

lease expenses for the years ended December 31, 2025 and 2024 are included below:

2025

2024

Fixed operating lease cost

$ 645,668

$ 651,727

Variable operating lease

cost

50,000

Total lease cost

$ 695,668

$ 651,727

of December 31, 2025 and 2024, the weighted average remaining lease term for the Company’s operating leases was 19.9 years and

20.9 years, respectively, and the corresponding weighted average discount rate was 2.05% for both periods.

The

Company’s lease liabilities have the following maturities as of December 31, 2025 and 2024:

December 31, 2026

$ 648,000

2027

648,000

2028

648,000

2029

648,000

2030

648,000

Thereafter

9,720,000

Total undiscounted lease payments

12,960,000

Less

imputed interest

(2,253,671 )

Present value of operating

lease liabilities at December 31, 2025

$ 10,706,329

Tax

abatement agreement

The

Company entered into a tax abatement agreement with Briscoe County, Texas, which provided for payments in lieu of certain taxes based

on the capacity of the Wind Energy System. The abatement period commenced on January 1, 2016, and terminated on December 31, 2025. Pursuant

to the tax abatement agreement, the Company made annual payments in lieu of taxes of $299,700, which was recorded in property taxes on

the accompanying statements of operations.

Briscoe

Wind Farm, LLC

Notes

to Financial Statements

December

31, 2025 and 2024

Note

9 - Concentrations

The

Company, at times, maintains cash with financial institutions in excess of the federally insured amount by the Federal Deposit Insurance

Corporation. The Company has not experienced any losses with respect to its bank balances in excess of government provided insurance.

The

Company is subject to market risks associated with, among other things: (i) price movements of energy commodities and credit associated

with its commercial activities; (ii) reliability of its systems, procedures, and other infrastructure necessary to operate the business;

(iii) changes in laws and regulations; (iv) weather conditions; (v) financial market conditions and access to and pricing of capital;

and (vi) the successful operation of power markets.

The

Company’s PPA with GSEC potentially subjects the Company to concentrations of credit risk. During 2025 and 2024, the Company derived

71% and 66% of its revenues from its PPA. The Company has experienced no credit losses to date related to its electricity sales and does

not anticipate material credit losses to occur in the future.

Note

10 - Related party transactions

The

Company is controlled by CD CEI Fund AIV, L.P. Consequently, CD CEI Fund AIV, L.P. has the ability to exert significant influence on

the Company’s development, construction and operational activities for the benefit of other companies under its control.

of December 31, 2025 and 2024, the Company had $0 and $23,468 due from CEI Wind JV, LLC for costs incurred by the affiliate paid by the

Company. The costs were recorded as a due from affiliates on the balance sheets.

of December 31, 2025 and 2024, the Company had loan agreements with related parties as detailed in Note 7.

The

Company entered into a Project Management Agreement with a related party dated December 23, 2014 (“PMA”). The PMA outlines

the administrative services to be provided for the benefit of the Company, Briscoe Holdings, and the Wind Energy System. The term of

the PMA began on the tax equity Funding Date, which was November 17, 2015 and terminated on November 1, 2024. The Company’s portion

of the annual fee for the PMA was $25,000.

Note

11 - Subsequent events

Events

that occur after the balance sheet date but before the financial statements were issued must be evaluated for recognition or disclosure.

The effects of subsequent events that provide evidence about conditions that existed at the balance sheet date are recognized in the

accompanying financial statements. Subsequent events which provide evidence about conditions that existed after the balance sheet date

are disclosed within the notes to the financial statements. Management evaluated the activity of the Company through May 28, 2026 (the

date the financial statements were available to be issued) and concluded that aside from the disclosures previously included, no other

subsequent events have occurred that would require recognition in the financial statements or disclosure in the notes to the financial

statements.

EX-99.2

Filename: ex99-2.htm · Sequence: 4

Exhibit

99.2

This

information and Grant Thornton Advisors LLC (“GT Advisors,” “we” or “our”) services (collectively,

“Information”) are confidential, and access, use and distribution are restricted. If you are not GT Advisors’ client

or otherwise authorized by GT Advisors and its client, you may not access or use the Information.

All

materials and analysis that we developed during the course of this project were prepared for management’s review, consideration,

and approval. Our services were advisory in nature only. Management is responsible for determining and implementing the advice and recommendations

we provided throughout the engagement. This deliverable is intended solely for the use of management and the Board of Directors of Soluna

Holdings, Inc. (“Client”). It is not intended for, and should not be used or relied upon by, any other party unless approved

by Grant Thornton Advisors LLC.

Advisors performed and prepared the Information at Client’s direction and exclusively for Client’s sole benefit and use pursuant

to the engagement letter and statement of work if applicable. THE INFORMATION MAY NOT BE RELIED UPON BY ANY PERSON OR ENTITY OTHER THAN

GT ADVISORS’ CLIENT. GT ADVISORS MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE INFORMATION AND EXPRESSLY DISCLAIMS ANY CONTRACTUAL

OR OTHER DUTY, RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY OTHER THAN ITS CLIENT.

The

Information was performed or prepared in accordance with applicable professional standards governing the services and the terms of the

engagement letter and/or statement of work as applicable. The Information does not constitute legal or investment advice, broker dealer

services, a fairness or solvency opinion, an estimate of value, an audit, an examination of any type, an accounting or tax opinion, or

other attestation or review services in accordance with standards of the American Institute of Certified Public Accounts (“AICPA”),

the Public Company Accounting Oversight Board (“PCAOB”) or any other professional or regulatory body. GT Advisors provides

no opinion or other form of assurance with respect to the Information. Client, in consultation with its independent accountants, is responsible

for the preparation and fair presentation of its financial statements and related disclosures.

The

Information shall be maintained in strict confidence and may not be discussed with, distributed or otherwise disclosed to any third party,

in whole or in part, without GT Advisors’ prior written consent, nor may the Information be associated with, referred to or quoted

in any way in any document including an offering memorandum, prospectus, registration statement, public filing, loan or other agreement,

electronic site, or other forum.

UNAUDITED

PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Introduction

April 1, 2026, Soluna Holdings, Inc. (“Soluna” or the “Company”) completed the acquisition of 100% of the issued

and outstanding membership interest in Briscoe Wind Farm, LLC (“Briscoe”) pursuant to a Membership Interest Purchase Agreement

entered into by Soluna DV Wind SponsorCo, LLC, a wholly owned subsidiary of the Company (“Acquisition”).

Briscoe

owns the Briscoe Wind Project, a 150 MW wind-powered electric generation facility located in Floyd County and Briscoe County, Texas.

The total cost of the Acquisition was approximately $55.9 million , including the settlement of certain pre-existing obligations

of Briscoe.

connection with the Acquisition, the Company amended its existing Credit Agreement with Generate Lending to establish a Tranche C Loan

Commitment of $12.5 million to finance the Acquisition and reduce the unfunded Tranche B Loan Commitment by $12.5 million.

Soluna

issued to Generate Strategic Credit Master Fund I-B, L.P., an affiliate of the Lender and the agent in a private placement (i) a pre-funded

warrant to purchase up to 700,000 shares of Common Stock of the Company, (ii) a common warrant to purchase up to 1,350,000 shares of

Common Stock and (iii) a common warrant to purchase up to 650,000 shares of Common Stock.

The

amendment to the existing credit agreement, the issuance of the pre-funded warrant and common warrants, and together with the Acquisition

are referred to as the “Transactions”.

The

unaudited pro forma condensed combined financial information is prepared in accordance with SEC Regulation S-X Article 11, using the

assumptions set forth in the notes to the unaudited pro forma condensed combined financial information. The results set forth in the

unaudited pro forma condensed combined financial information include Transaction accounting adjustments that give effect to events that

are directly attributable to the Transactions described above.

The

following unaudited pro forma condensed combined financial information is derived from the audited historical financial statements of

Soluna and Briscoe. The unaudited pro forma condensed combined balance sheet as of December 31, 2025, gives effect to the Transactions

as if they had occurred on December 31, 2025. The unaudited pro forma condensed combined statements of operations for the year ended

December 31, 2025 present the effects of the Transactions as though they had occurred on January 1, 2025.

The

unaudited pro forma condensed combined financial information should be read in conjunction with the following information:

Notes

to the unaudited pro forma condensed combined financial information

Soluna’s

Current Report on Form 8-K filed on April 3, 2026, including the exhibits thereto, which is incorporated herein by reference.

Audited

financial statements of Soluna as of and for the year ended December 31, 2025, which are included in Soluna’s Annual Report

on Form 10-K for the year ended December 31, 2025, which is incorporated herein by reference .

Audited

financial statements of Briscoe as of and for the year ended December 31, 2025, which is included herein.

The

Acquisition was accounted for as an asset acquisition as the fair value of substantially all the assets acquired were concentrated in

a group of similar assets. The allocation of the purchase price used in the unaudited pro forma condensed combined financial information

is based on the fair value of the assets acquired and liabilities assumed, and the related income tax impact of the acquisition accounting

adjustments. The pro forma adjustments included herein, which include a preliminary evaluation of accounting policies for conformity,

may be revised as additional information becomes available and as additional analyses are performed.

The

unaudited pro forma financial statements are presented for informational purposes only and do not necessarily indicate the financial

results of the combined operations had the operations been combined at the beginning of the periods presented, nor do they necessarily

indicate the results of operations in future periods or the future financial position.

Items

Not Reflected in the Unaudited Pro Forma Condensed Combined Financial Information

The

unaudited pro forma condensed combined financial information does not include the realization of any potential profit improvement, cost

savings from operating efficiencies, synergies or other restructuring activities that might result from the Transactions. Further, there

may be additional charges related to the restructuring or other integration activities resulting from the Transactions, the timing, nature

and amount of which Soluna’s management cannot identify as of the date of and thus, such charges are not reflected in the unaudited

pro forma condensed combined financial information.

Unaudited

Pro Forma Condensed Combined Balance Sheet

of December 31, 2025

(In

thousands)

Soluna Holdings, Inc.

Briscoe Wind Farm, LLC

Transaction Accounting Adjustments

Note

Pro Forma

Assets

Current Assets:

Cash

$ 76,423

(45,578 )

3b & 3c

30,845

Restricted cash

4,500

1,815

1,242

7,557

Accounts receivable, net

5,522

910

6,432

Loan commitment assets

3,018

Prepaid expenses and other current assets

2,664

910

3,574

Total Current Assets

92,127

3,635

(44,336 )

51,426

Restricted cash, noncurrent

7,920

284

8,204

Other assets

978

100

1,078

Deposits and credits on equipment

1,377

Property, plant and equipment, net

74,783

137,132

(83,909 )

128,006

Intangible assets, net

8,261

2,650

10,911

Deposits

Operating lease right-of-use assets

252

10,138

(5,706 )

4,684

Financing lease right-of-use assets

2,246

Total Assets

$ 187,944

151,309

(131,301 )

207,952

Liabilities and Stockholders’ Equity

Current Liabilities:

Accounts payable

$ 4,859

285

5,144

Accrued liabilities

13,182

Accrued interest

303

Contract liability

19,348

Current portion of debt

8,858

Income tax payable

123

Customer deposits-current

1,913

Deferred revenue

518

Operating lease liability

415

(373 )

107

Financing lease liability

Tracking account

6,000

(6,000 )

Other current Liabilities

537

Total Current Liabilities

49,189

7,237

(6,373 )

50,053

Other liabilities

743

Customer deposits- long-term

2,533

Long-term debt

17,899

66,613

(56,739 )

3b & 3h

27,773

Asset retirement obligation

4,712

Operating lease liability - noncurrent

187

10,291

(5,825 )

4,653

Financing lease liability - noncurrent

2,236

Deferred tax liability, net

2,911

Total Liabilities

75,698

88,853

(68,937 )

95,614

Members’ Equity

62,456

(62,456 )

Mezzanine equity:

Placement agent warrants

1,313

Stockholders’ Equity:

Series A Cumulative Perpetual Preferred Stock

Series B Preferred Stock

Common stock

103

Additional paid-in capital

435,030

1,649

436,679

Accumulated deficit

(367,715 )

(1,557 )

(369,272 )

Common stock in treasury

(13,873 )

Total Stockholders’ Equity (Deficit)

53,550

53,642

Non-Controlling Interest

57,383

Total Stockholders’ Equity

112,246

62,456

(62,364 )

112,338

Total Liabilities and Equity

$ 187,944

151,309

(131,301 )

207,952

See

accompanying “Notes to the Unaudited Pro Forma Condensed Combined Financial Information”.

Unaudited

Pro Forma Condensed Combined Statement of Operations

For

the Year Ended December 31, 2025

(In

thousands, except per share information)

Soluna Holdings, Inc.

Briscoe Wind Farm, LLC

Transaction Accounting Adjustments

Note

Pro Forma

Cryptocurrency mining revenue

$ 11,406

11,406

Data hosting revenue

16,998

High-performance computing service revenue

Demand response service revenue

1,285

PPA revenue

6,360

(3,587 )

2,773

Merchant revenue

1,759

REC revenue

832

Total revenue

29,717

8,951

(3,587 )

35,081

Operating costs:

Cost of cryptocurrency mining revenue, exclusive of depreciation

7,411

(2,357 )

5,054

Cost of data hosting revenue, exclusive of depreciation

9,104

(1,230 )

7,874

Cost of high-performance computing services

Cost of cryptocurrency mining revenue- depreciation

4,304

Costs of revenue- depreciation

2,433

7,191

(2,634 )

4a & 4b

6,990

Total cost of revenue

23,259

7,191

(6,221 )

24,229

Operating expenses:

Operations and maintenance

7,720

7,745

General and administrative expenses

30,519

551

31,070

Depreciation, amortization and accretion expense

9,608

Total general and administrative expenses

40,127

8,271

48,423

Impairment on fixed assets

Operating loss

(33,681 )

(6,511 )

2,609

(37,583 )

Other income (expense)

Interest expense

(4,835 )

(8,428 )

9,408

4c & 4f

(3,855 )

Gain (loss) on debt extinguishment and revaluation, net

10,658

Fair value adjustment loss

(23,681 )

Loss on sale of fixed assets and credit on equipment deposit

(1,151 )

Other financing expense

(5,917 )

2,039

(3,878 )

Other (expense) income, net

(700 )

165

(535 )

Loss before income taxes

(59,307 )

(14,774 )

14,056

(60,025 )

Income tax benefit, net

2,316

Net loss

(56,991 )

(14,774 )

14,056

(57,709 )

(Less) Net loss (income) attributable to non-controlling interest, net

3,580

Net loss attributable to Soluna Holdings, Inc.

$ (53,411 )

(14,774 )

14,056

(54,129 )

Pro forma Earnings Per Share Data (Note 5):

Net (loss) income per common stock per share:

Basic and diluted

$ (2.38 )

(1.82 )

Weighted-average shares to common stock outstanding

Basic and diluted

29,048,848

29,748,848

See

accompanying “Notes to the Unaudited Pro Forma Condensed Combined Financial Information”.

NOTES

TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

NOTE

1 — Basis of presentation

The

unaudited pro forma condensed combined financial information and related notes are prepared in accordance with Article 11 of Regulation

S-X and present the historical audited financial information financial statements of Soluna and Briscoe. The unaudited pro forma condensed

combined balance sheet as of December 31, 2025, gives effect to the Transactions as if they had occurred on December 31, 2025. The unaudited

pro forma condensed combined statement of operations for the year ended December 31, 2025, gives pro forma effect to the Transactions

as if they had occurred on January 1, 2025.

The

Acquisition was accounted for as an asset acquisition as the fair value of substantially all the assets acquired were concentrated in

a group of similar assets. Transaction costs incurred to acquire the assets, which amounted to $5.0 million, were capitalized and included

in the cost basis of the acquired assets.

The

accounting policies used in the preparation of the unaudited pro forma condensed combined financial information are those set out in

Soluna’s audited financial statement as of and for the year ended December 31, 2025. Upon completion of the Transactions, Soluna’s

management performed a comprehensive review of Briscoe’s accounting policies. Soluna’s management is currently not aware

of any significant accounting policy differences and, therefore, has not made any adjustments to the pro forma condensed combined financial

information related to these potential differences.

The

pro forma adjustments, which Soluna believes are reasonable under the circumstances, are preliminary and are based upon available information

and certain assumptions described in the accompanying notes to the unaudited pro forma condensed combined financial information. Actual

results and valuations may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial

information. Additionally, the unaudited pro forma condensed combined statement of operations does not reflect the cost of any integration

activities or benefits from the Transactions and synergies that may be derived from any integration activities, both of which may have

a material effect on the consolidated results of operations in periods following the completion of the Transactions.

NOTE

2 — Acquisition transaction

Total

cost of the acquisition

Soluna

and its subsidiary acquired 100% of the interests in Briscoe with cash consideration. Transaction costs incurred to acquire the assets,

which amounted to $1.5 million, were capitalized and included in the cost basis of the acquired assets. There was no contingent consideration

associated with the transaction.

The

cash consideration totaled $55.9 million.

Asset

acquisition cost allocation

Total

acquisition cost is allocated to the identifiable assets acquired and liabilities assumed based on their relative fair values:

Description

Amount (000’s)

Restricted Cash, Current

$ 4,160

Accounts Receivable

1,492

Prepaid Expenses & Other Current Assets

Restricted Cash, Non-Current

284

Deposits

Operating Lease ROU Assets

4,432

Property, plant, and equipment

53,223

Power Purchase Agreement

2,650

Accounts Payable and Accrued Expenses

(660 )

Other Current Liabilities

(444 )

Operating Lease Liability

(4,508 )

Asset Retirement Obligations

(4,792 )

Net Assets Acquired

$ 55,859

NOTES

TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

NOTE

3 — Transaction accounting adjustments to unaudited pro forma condensed combined balance sheet

Warrant

adjustments

Represents

the issuance of pre-funded and common warrants in connection with the amended Credit Agreement to finance Soluna’s acquisition

of Briscoe, initially measured at fair value as equity-classified instruments with no subsequent remeasurement.

Financing

adjustments

The

net increase to debt reflects the new Tranche C Loan of $12.5 million incurred to finance the acquisition of Briscoe, less $0.98

million of debt issuance costs and $1.6 million representing the fair value of warrants issued to the lenders. Net proceeds received

by Soluna were $11.5 million and are presented in cash and cash equivalents and in restricted cash.

Acquisition

adjustments

Represents

the total cost of consideration of $55.9 million cash for acquiring Briscoe.

Represents

an adjustment to record acquired intangible asset at its fair value. Identifiable intangible asset reflected in the pro forma condensed

combined financial information is provided below. The amortization related to the identifiable intangible asset is reflected as a

pro forma adjustment in the unaudited pro forma condensed combined statement of operations, as further described in Note 4(a).

Represents

an adjustment to record acquired property, plant and equipment of Briscoe at fair value. The depreciation expense related to the

asset is reflected as a pro forma adjustment in the unaudited pro forma condensed combined statement of operations, as further described

in Note 4(b).

Represents

the elimination of Briscoe’s historical equity balance upon closing.

Represents

an adjustment to remeasure acquired right-of-use assets and lease liabilities to equal the estimated present value of remaining minimum

lease payments as of the Closing Date, including the impact of any below-market lease terms recognized as a favorable or unfavorable

lease intangible.

Reflects

full settlement of Briscoe’s debt, including repayment of the Briscoe Debt and the Subordinated Notes and repayment

of the Tracking Account.

Represents

an adjustment to reconcile Briscoe’s historical net asset balances as of December 31, 2025 to the assets and liabilities acquired

and measured as of the Closing Date, including the impact of interim activity and differences in acquisition-date balances.

NOTES

TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

NOTE

4 — Transaction accounting adjustments to unaudited pro forma condensed combined statement of operations

Represents

the adjustment to record elimination of historical amortization expense and recognition of new amortization expense related to acquired

identifiable intangible asset based on the fair value and the associated useful life. Amortization expense is calculated based on

the fair value of the identifiable intangible asset and the associated useful life as discussed in Note 3(d) above. The amortization

is based on the periods over which the economic benefits of the intangible assets are expected to be realized.

Represents

the adjustment to record elimination of historical depreciation expense and recognition of revised depreciation expense related to

the property, plant and equipment acquired based on the fair value and the associated useful life as of December 31, 2025.

Represents

reversal of historical interest expense on existing Briscoe Debt and Subordinated Notes for the year ended December 31, 2025.

Represents

the adjustment to record the elimination of historical operating lease costs and recognition of new operating lease costs related

to operating leases right-of-use assets based on the fair value and the associated remaining lease life at the time of the Acquisition.

Represents

the write-off of the remaining unamortized deferred financing costs related to the Tranche B loan commitment, which was reduced by

$12.5 million pursuant to the amended credit agreement.

Represents

the net increase to interest expense resulting from interest on the new debt to finance the acquisition of Briscoe and the amortization

of related debt issuance costs.

Reflects

the elimination of intercompany transactions between Soluna and Briscoe, primarily related to energy sales under the PPA, with the

corresponding cost of revenue recognized by Soluna.

NOTE

5 — Pro forma earnings per share

Pro

forma basic income (loss) per share for the year ended December 31, 2025 is computed by dividing the pro forma net income (loss) by the

weighted average number of shares of common stock outstanding, inclusive of common stock issued and contingently issuable shares in connection

with warrants, as if the Transactions had occurred on January 1, 2025, and excludes the effects of any potentially dilutive securities.

Pro forma diluted income (loss) per share is computed by adjusting the pro forma net income (loss) and the weighted-average shares of

common stock outstanding, including the impact of such warrants and related contingently issuable shares, to give effect to potentially

dilutive securities.

The

Company is in a pro forma net loss position for all periods presented. As such, all potentially dilutive securities, including common

warrants and other convertible instruments, have been excluded from the computation of diluted loss per share as their inclusion would

be anti-dilutive. As a result, diluted loss per share is the same as basic loss per share for the period presented.

The

following table sets forth a reconciliation of the numerators and denominators used to compute pro forma basic and diluted (loss) earnings

per share (amounts in thousands, except share and per share data):

Year

Ended

December 31, 2025

Pro forma (loss) earnings per share, basic and diluted

Numerator:

Pro forma net (loss) income

$ (54,129 )

Denominator:

Pro forma weighted average shares outstanding (Basic and Diluted)

29,748,848

Pro forma Earnings Per Share Data:

Basic & Diluted loss per share

$ (1.82 )

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v3.26.1

Cover

Apr. 01, 2026

Document Type

8-K/A

Amendment Flag

true

Amendment Description

This

Amendment No. 1 on Form 8-K/A (this “Amendment”) is being filed by Soluna Holdings, Inc. (the “Company”) to amend

and supplement its Current Report on Form 8-K filed with the Securities and Exchange Commission on April 1, 2026 (the “Original

Report”). As previously disclosed in the Original Report, on April 1, 2026, Soluna DV Wind SponsorCo, LLC, a wholly owned indirect

subsidiary of the Company, acquired one hundred percent (100%) of the issued and outstanding equity interests in Briscoe Wind Farm, LLC,

a Delaware limited liability company (the “Briscoe Project Company”), pursuant to that certain Membership Interest Purchase

Agreement with Briscoe Wind Project Holdings I, LLC, JPM Capital Corporation and Morgan Stanley Wind LLC (the “Acquisition”)The

Company is filing this Amendment solely to supplement Item 9.01 of the Original Report to file (i) the audited financial statements of

the Briscoe Project Company as of and for the years ended December 31, 2025 and 2024, and (ii) the unaudited pro forma condensed combined

financial information of the Company as of and for the year ended December 31, 2025, which gives effect to the Acquisition as if it had

been consummated on January 1, 2025. Except for the foregoing, this Amendment does not modify or update any other disclosure contained

in the Original Report.

Document Period End Date

Apr. 01, 2026

Entity File Number

001-40261

Entity Registrant Name

SOLUNA

HOLDINGS, INC.

Entity Central Index Key

0000064463

Entity Tax Identification Number

14-1462255

Entity Incorporation, State or Country Code

Entity Address, Address Line One

325

Washington Avenue Extension

Entity Address, City or Town

Albany

Entity Address, State or Province

Entity Address, Postal Zip Code

12205

City Area Code

(516)

Local Phone Number

216-9257

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Common stock, par value $0.001 per share

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Trading Symbol

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Security Exchange Name

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9.0% Series A Cumulative Perpetual Preferred Stock, par value $0.001 per share

Title of 12(b) Security

9.0%

Series A Cumulative Perpetual Preferred Stock, par value $0.001 per share

Trading Symbol

SLNHP

Security Exchange Name

NASDAQ

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