XML 95 R82.htm IDEA: XBRL DOCUMENT v3.25.3
Variable Interest Entities and Voting Interest Entities (Details Narrative) - USD ($)
9 Months Ended
Jul. 22, 2025
Jul. 22, 2024
May 16, 2024
May 09, 2023
Mar. 10, 2023
Aug. 05, 2022
May 03, 2022
Sep. 30, 2025
Dec. 31, 2024
Jan. 01, 2023
Dec. 31, 2022
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]                      
Initial funding for project               $ 60,000,000      
Other commitments, description In relation to distributions, until the Target Achievement Date (date at which Class B members achieve 16% of IRR), the Distributable Cash received by the Company shall be distributed ninety-two and five tenths percent (92.5%) to the Class B Members on a pro rata basis, and seven and five tenths percent (7.5%) to the Class A Member, until each of the Class B Members has received its Target Return; (ii) second, after the Target Achievement Date, the portion of Distributable Cash received by the Company shall be distributed fifty percent (50%) to the Class A Member (or its respective assigns), and fifty percent (50%) to the Class B Members (or their respective assigns), pro rata in accordance with their Membership Interests.     the Company had contributed capital expenditures for the data center. Soluna and Navitas amended and restated the Initial LLCA (the “Existing LLCA”) to reflect Navitas’ contribution of $4.5 million and its receipt of 4,500 Membership Interests, constituting 26.5% of the outstanding Membership Interests of DVCC. On June 2, 2023, Soluna and Navitas amended and restated the Existing LLCA to (a) reflect (i) Navitas’s additional capital contribution of approximately $7.6 million and receipt of an additional 7,597 Membership Interests, for a total of 12,097 Membership Interests and 49% ownership of DVCC, and (ii) Soluna’s additional capital contribution of $1.34 million and receipt of an additional 1,340 Membership Interests, for a total of 12,590 Membership Interests and 51% ownership of DVCC, and (b) describe the respective rights and obligations of the Members and the management of DVCC. As of September 30, 2025, Navitas owns 49% and Soluna owns 51% of DVCC.   Pursuant to the Dorothy Contribution Agreement, the Company committed to a capital contribution of up to approximately $26.3 million to DVSL (the “Company Commitment”), and on August 5, 2022, the Company was deemed to have contributed approximately $8.1 million, through payment of capital expenditures and development costs made on behalf of DVSL by the Company prior to August 5, 2022. Further under the Agreement, Spring Lane committed to a capital contribution of up to $12.5 million to DVSL (the “Spring Lane Dorothy Commitment”), and as of December 31, 2022, Spring Lane had actually contributed approximately $4.8 million.          
Long term debt   $ 2,160,000           $ 13,254,000 $ 7,061,000    
Compute Co [Member]                      
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]                      
Capital contribution   $ 4,600,000                  
Variable interest entities description   As of the Effective Date, the Company and the Developer became co-owners of DVSL II. In exchange for contributions to DVSL II, the Company and SLC were initially issued 42% and 58% of the Class B Membership Interests in DVSL II respectively, and were admitted as Class B members of DVSL II. Further, DVSL II issued 100% of its Class A Membership Interests to SDI. In relation to distributions, once ERCOT Achievement Date has been met ( date on which SLC and the Company have mutually agreed upon the parameters for power trading or demand response program in the ERCOT market) until the Target Return Date (last day of quarter in which the Class B members achieve an 18% internal rate of return), the Class A members will obtain 7.5% of the distributable cash with the remaining 92.5% being distributed to the Class B members on a pro-rata basis. After the Target Return Date is met, 50% of distributable cash will be allocated to the Class A members and 50% allocated to the Class B members in accordance with their membership interests.                  
Ownership percentage   49.00%                  
Description of investment   This investment can occur within 30 days after the Effective Date (treated equally to the initial Investor), from day 31 to 180 days after the Effective Date (subject to a purchase price formula with a 20% discount rate), or after 180 days with the initial Investor’s approval.                  
Purchase and Sale Agreement [Member] | Parent Company [Member]                      
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]                      
Share issued         6,790,537            
Equipment Loan Agreement [Member]                      
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]                      
Property, Plant and Equipment, Additions     $ 1,000,000.0                
Debt outstanding     720,000                
Long term debt     $ 2,160,000                
Spring Lane [Member] | Purchase and Sale Agreement [Member]                      
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]                      
Purchase price         $ 7,500,000            
Share issued         39,791,988            
Purchase price         $ 5,800,000            
Spring Lane [Member] | Purchase and Sale Agreement [Member] | Minimum [Member]                      
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]                      
Purchase price         $ 7,500,000            
Spring Lane [Member] | Purchase and Sale Agreement [Member]                      
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]                      
Ownership percentage         85.40%     85.40%      
Spring Lane [Member] | Class B Membership [Member]                      
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]                      
Ownership percentage               67.80%      
DVSL [Member] | Class B Membership [Member]                      
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]                      
Ownership percentage               32.20%      
DVSL [Member] | Class A Membership [Member]                      
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]                      
Ownership percentage               100.00%      
Soluna DV Devco, LLC [Member] | Class A Membership [Member]                      
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]                      
Ownership percentage               100.00%      
Parent [Member] | Purchase and Sale Agreement [Member]                      
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]                      
Ownership percentage         14.60%     14.60%      
Dorothy Phase 1A Facility [Member] | Purchase and Sale Agreement [Member]                      
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]                      
Ownership percentage         67.80%            
Equity method investment description         After Spring Lane Capital realizes an 16% Internal Rate of Return hurdle on its investments, the Company retains the right to 50% of the profits on DVSL. In connection with the Spring Lane transactions and agreements, Soluna DV Services, LLC. will be providing the operations and maintenance services to DVSL. DVCC expects to receive a margin of 20% for services rendered on certain expenses.            
DVSL ComputeCo, LLC [Member]                      
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]                      
Ownership percentage               15.00%   14.60% 67.80%
Spring Lane [Member]                      
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]                      
Initial funding for project             $ 45,000,000        
Soluna2 SLC Fund II Project Holdco LLC [Member]                      
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]                      
Capital contribution   $ 29,980,000                  
Soluna Digital Inc [Member]                      
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]                      
Other commitments, description               the Company reduced its prepaid assets and other long-term assets by approximately $8.6 million, increased termination liability by approximately $20.0 million and recorded a loss on contract of approximately $28.6 million to account for the termination of the contract and CloudCo’s contractual payments.      
Capital contribution   $ 48,980,000