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重大事件 即時報告 8-K 2026-06-25

MARA Holdings, Inc. 提交 8-K 申報

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AI 繁中摘要

MARA Holdings, Inc. 提交 8-K 申報 📄 📍 申報類型：8-K（重大事件即時報告） 📅 報告日期：2026年6月25日 🏢 申報公司：MARA Holdings, Inc.（納斯達克代碼：MARA） 事件重點：收購 Long Ridge Energy & Power LLC MARA 透過全資附屬公司 MARA USA Corporation，與 Ohio River Partners Holdco LLC 等賣方簽訂股權購買協議，以約 15 億美元（USD）的基礎購買價（須按慣例調整），收購 Long Ridge Energy & Power LLC 的全部會員權益。收購完成後，Long Ridge 將成為 MARA 間接全資附屬公司。 戰略意義：此交易標誌 MARA 從比特幣挖礦進一步擴展至高性能計算（HPC）及人工智能（AI）基礎設施領域。MARA 計劃利用 Long Ridge 的能源及場地（包括俄亥俄州 Hannibal 園區）發展數字基礎設施項目，實現挖礦、超大型數據中心及 AI 工作負載之間的靈活切換。管理層預期該交易能帶來盈利及現金流增長，並對公司盈利能力指標產生增值效應。 關鍵數字： - 基礎購買價：約 15 億美元 - 目標公司：Long Ridge Energy & Power LLC（100% 權益） - 交易對手：Ohio River Partners Holdco LLC 及 FTAI Infrastructure Inc.（部分條款責任方） 管理層展望（摘自前瞻性陳述）： - 預期交易將按擬定條款及時間表完成，但需取得第三方批准及滿足其他交割條件。 - 計劃開發數字基礎設施，以支援超大型雲端運算、AI 及比特幣挖礦的混合營運。 - 已提交投資者簡報（附件 99.1），提供更多交易細節。 對投資者的潛在影響： - 本次收購代表 MARA 業務模式轉型，從純比特幣挖礦邁向多元化數字能源基建，可能提升長期盈利穩定性。 - 短期風險包括交易融資條件、監管審批、整合難度及市場波動。管理層在申報中已列出多項不確定因素。 - 若交易成功，MARA 將擁有更大規模的能源資產及靈活算力，有望在 AI 及 HPC 需求增長中受惠。 ⚠️ 注意：本報告包含前瞻性陳述，實際結果可能因市場狀況、監管變化及營運風險而與預期有重大差異。投資者應參閱 MARA 最新 10-K 年報中的風險因素部分。
展開英文正文 
FORM 8-K

 
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):
June 25, 2026

 

 

 

MARA HOLDINGS, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

 
 Nevada
 001-36555
 01-0949984

 
 
 (State or Other Jurisdiction

 of Incorporation)

 
 (Commission

 File Number)

 
 (IRS Employer

 Identification No.)

 
 

 
 
 1010 South Federal Highway, Suite 2700

 Hallandale Beach, FL 33009

 
 (Address of principal executive offices and zip code)

 
 

(800) 804-1690

(Registrant’s telephone number, including area code)

Not Applicable

(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
  
 MARA
  
 The Nasdaq Capital Market

 
 

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 ☐

 

If 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. ☐

 

 

 

    

  

 

ITEM 8.01 Other Events

As previously disclosed, on April 29, 2026,
MARA USA Corporation, a Delaware corporation (“Buyer”) and a subsidiary of MARA Holdings, Inc., a Nevada corporation
(the “Company”), and (solely for the purposes of Articles V, IX, and X thereof) the Company entered into an Equity
Purchase Agreement with Ohio River Partners Holdco LLC, a Delaware limited liability company (“ORPH”), Ohio River Partners
Finance LLC, a Delaware limited liability company (together with ORPH, the “Sellers”), and (solely for the purposes
of Articles V, IX and X, and Sections 2.5, 6.10, 6.16 and 6.20) FTAI Infrastructure Inc., a Delaware corporation, pursuant to which Buyer
will acquire 100% of the issued and outstanding limited liability company membership interests in Long Ridge Energy & Power LLC, a
Delaware limited liability company (“Long Ridge”), from the Sellers for a base purchase price of approximately $1.5
billion, subject to customary purchase price adjustments, after which Long Ridge will become an indirect wholly owned subsidiary of the
Company (the “Transaction”).

The investor presentation attached as Exhibit
99.1 (the “Investor Presentation”) to this Current Report on Form 8-K is being filed to provide investors with additional
information regarding the Transaction. The Investor Presentation is incorporated into this Item 8.01 by reference.

Forward-Looking Statements

This Current Report on Form 8-K and other reports
filed by the Company from time to time with the Securities and Exchange Commission contain forward-looking statements within the meaning
of the federal securities laws. All statements, other than statements of historical fact, included in this Current Report on Form 8-K
are forward-looking statements. The words “may,” “will,” “could,” “anticipate,” “expect,”
“intend,” “believe,” “continue,” “target” and similar expressions or variations or negatives
of these words are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying
words. Such forward-looking statements include, among other things, statements related to the parties’ ability to consummate the
Transaction on the proposed terms or on the anticipated timeline, or at all, including risks and uncertainties related to securing the
necessary third-party approvals, or the satisfaction of other closing conditions to consummate the Transaction; the occurrence of any
event, change or other circumstance that could give rise to the termination of the definitive agreement or any unanticipated difficulties
or expenditures relating to the Transaction; the Company’s planned development of digital infrastructure projects, including the
Hannibal, Ohio campus; the expected capacity, scalability and performance of those facilities; the anticipated ability to shift between
hyperscale and AI workloads and Bitcoin mining at those facilities; the Company’s ability to finance the Transaction on acceptable
terms, or at all; the anticipated benefits of the proposed Transaction to the Company, including the Company’s expansion into high-performance
computing; the Company’s ability to advance and execute its digital energy infrastructure strategy; the expected earnings and cash
flows from the Long Ridge Facility and the expected accretive impact of the Transaction to the Company’s profitability metrics.
Such forward-looking statements are based on management's current expectations about future events as of the date hereof and involve many
risks and uncertainties that could cause the Company’s actual results to differ materially from those expressed or implied in these
forward-looking statements. Subsequent events and developments, including actual results or changes in the Company’s assumptions,
may cause the Company’s views to change. Readers are cautioned not to place undue reliance on such forward-looking statements. All
forward-looking statements included herein are expressly qualified in their entirety by these cautionary statements. Actual results may
differ materially from those indicated by such forward-looking statements as a result of various important factors, including uncertainties
related to market conditions, the risk that the Transaction disrupts the Company’s current plans and operations or diverts management's
attention from its ongoing business, the effect of the announcement of the Transaction on the ability of the Company to retain and hire
key personnel and maintain relationships with others with whom it does business, the effect of the announcement of the Transaction on
the Company’s operating results and business generally and the other factors discussed in the “Risk Factors” section
of the Company’s most recent Annual Report on Form 10-K filed with the U.S. SEC and the risks described in other filings that the
Company may make from time to time with the SEC. Any forward-looking statements contained in this Current Report on Form 8-K speak only
as of the date hereof, and the Company specifically disclaims any obligation to update any forward-looking statement, whether as a result
of new information, future events, or otherwise, except to the extent required by applicable law.

    

  

 

 

ITEM 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

 
 Exhibit No.
  
 Description of Exhibit

 
 99.1
  
 Investor Presentation, dated June 25, 2026

 
 104
  
 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 
 

 

 

    

  

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 Date: June 25, 2026
 MARA HOLDINGS, INC.
  

  
  
  
  

  
 By:
 /s/ Zabi Nowaid
  

  
 Name:
 Zabi Nowaid
  

  
 Title:
 General Counsel and Corporate Secretary