Olenox Pursues $50M All-Stock Merger to Add 2.1 EH Mining Capacity
Olenox Industries signed an LOI to merge with CS Digital in a $50M all-stock deal at $1.00 per share, combining its energy platform with CS Digital's 2.1 EH mining capacity, $20.6 M revenue and $6.2 M EBITDA. Shares fell 4.15% after a Nasdaq notice over a late 2025 Form 10-K filing.
1. Merger Terms and Structure
Olenox signed a non-binding LOI to acquire CS Digital Ventures in a $50 million share-for-share transaction issuing preferred shares at $1.00 each. The purchase price will be paid in three tranches—$30 million at closing, $10 million upon $5 million in cumulative revenue, and $10 million upon $6 million EBITDA—plus 900,000 common shares for CS Digital’s CEO.
2. Digital Infrastructure and Cost Targets
CS Digital brings approximately 2.1 EH of digital mining capacity, $20.6 million in 2025 revenue and $6.2 million EBITDA. The combined platform aims to deploy off-grid mining and compute facilities with power costs below $0.02 per kWh, targeting both Bitcoin mining and AI applications.
3. Nasdaq Notice and Share Reaction
Olenox received a Nasdaq delinquency notice for its late 2025 Form 10-K filing and must file within the exchange’s cure period. The announcement triggered a 4.15% drop in Olenox shares as investors reacted to the compliance risk.