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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): December 2, 2024
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.) |
101 NE Third Avenue, Suite 1200
Fort Lauderdale, FL 33301
(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 |
|
|
|
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
7.01. | Regulation
FD Disclosure. |
On
December 2, 2024, MARA Holdings, Inc. (the “Company”) announced that, during the period between October 1, 2024 and November
30, 2024, the Company acquired approximately 6,484 bitcoin for approximately $618.3 million in cash at an average price of approximately
$95,352 per bitcoin, inclusive of fees and expenses.
The
information in this Item 7.01 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in
any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly
set forth by specific reference in such filing.
Convertible
Notes Offering
On
December 2, 2024, the Company issued a press release announcing its intention to offer, subject to market conditions and other factors,
$700 million aggregate principal amount of 0.00% convertible senior notes due 2031 in a private offering to persons reasonably believed
to be qualified institutional buyers in reliance on Rule 144A under the Securities Act, and to grant to the initial purchasers of the
notes an option to purchase, within a 13-day period beginning on, and including, the date on which the notes are first issued, up to
an additional $105 million aggregate principal amount of the notes.
MARA
expects to use up to $50 million of the net proceeds from the sale of the notes to repurchase a portion of its existing convertible notes
due 2026 (the “existing 2026 convertible notes”) in privately negotiated transactions with the remainder of the net proceeds
to be used to acquire additional bitcoin and for general corporate purposes, which may include working capital, strategic acquisitions,
expansion of existing assets, and repayment of additional debt and other outstanding obligations.
Nothing
in this report shall be deemed an offer to purchase the Company’s existing 2026 convertible notes.
A
copy of the press release announcing the offering is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein
by reference.
The
information included in this Current Report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy any securities.
Cautionary
Note Regarding Forward-Looking Statements
Statements
in this Current Report on Form 8-K and the exhibits attached hereto about future expectations, plans, and prospects, as well as any other
statements regarding matters that are not historical facts, may constitute “forward-looking statements” within the meaning
of The Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements relating to the
anticipated use of the net proceeds from the offering. The words “anticipate,” “believe,” “continue,”
“could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,”
“predict,” “project,” “should,” “target,” “will,” “would,” and
similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying
words. 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 and the completion of the offering on the anticipated terms or at all,
the other factors discussed in the “Risk Factors” section of the Company’s Annual Report on Form 10-K filed with the
U.S. Securities and Exchange Commission (the “SEC”) on February 28, 2024, as amended on May 24, 2024, the “Risk Factors”
section of the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 1, 2024, the “Risk Factors” section
of the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 12, 2024 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 as required by law.
| Item 9.01. |
Financial Statements and
Exhibits. |
(d)
Exhibits
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:
December 2, 2024
| |
MARA HOLDINGS, INC. |
| |
|
| |
By: |
/s/ Zabi Nowaid |
| |
Name: |
Zabi
Nowaid |
| |
Title: |
General Counsel and Corporate Secretary |
Exhibit
99.1
MARA
Holdings, Inc. Announces Proposed Private Offering of $700 Million of Zero-Coupon Convertible Senior Notes
Proceeds
to be used primarily to acquire bitcoin and repurchase existing convertible notes due 2026
Fort
Lauderdale, FL, December 2, 2024 (GLOBE NEWSWIRE)—MARA Holdings, Inc. (NASDAQ: MARA) (“MARA” or the “Company”),
a global leader in leveraging digital asset compute to support the energy transformation, today announced that it intends to offer, subject
to market conditions and other factors, $700 million aggregate principal amount of 0.00% convertible senior notes due 2031 (the “notes”)
in a private offering to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities
Act of 1933, as amended (the “Securities Act”). MARA also expects to grant to the initial purchasers of the notes an option
to purchase, within a 13-day period beginning on, and including, the date on which the notes are first issued, up to an additional $105
million aggregate principal amount of the notes. The offering is subject to market and other conditions, and there can be no assurance
as to whether, when or on what terms the offering may be completed.
The
notes will be unsecured, senior obligations of MARA. The notes are not expected to bear interest (other than special interest in limited
circumstances) and the principal amount of the notes is not expected to accrete. Special interest, if any, on the notes will be payable
semi-annually in arrears on June 1 and December 1 of each year, beginning on June 1, 2025 (if and to the extent that special interest
is then payable on the notes). The notes will mature on June 1, 2031, unless earlier repurchased, redeemed or converted in accordance
with their terms. Subject to certain conditions, on or after June 5, 2029, MARA may redeem for cash all or any portion of the notes.
If MARA redeems fewer than all the outstanding notes, at least $75 million aggregate principal amount of notes must be outstanding and
not subject to redemption as of the relevant redemption notice date. Holders of the notes will have the right to require MARA to repurchase
for cash all or any portion of their notes on June 4, 2027 and on June 4, 2029. The notes will be convertible into cash, shares of MARA’s
common stock, or a combination of cash and shares of MARA’s common stock, at MARA’s election. Prior to March 1, 2031, the
notes will be convertible only upon the occurrence of certain events and during certain periods, and thereafter, at any time until the
close of business on the second scheduled trading day immediately preceding the maturity date. The interest rate, initial conversion
rate, and other terms of the notes will be determined at the time of pricing of the offering. MARA expects that the reference price used
to calculate the initial conversion price for the notes will be the U.S. composite volume weighted average price of MARA’s common
stock from 2:00 p.m. through 4:00 p.m. Eastern Daylight Time on the date of pricing.
MARA
expects to use up to $50 million of the net proceeds from the sale of the notes to repurchase a portion of its existing convertible notes
due 2026 (the “existing 2026 convertible notes”) in privately negotiated transactions with the remainder of the net proceeds
to be used to acquire additional bitcoin and for general corporate purposes, which may include working capital, strategic acquisitions,
expansion of existing assets, and repayment of additional debt and other outstanding obligations.
In
connection with any repurchase of the existing 2026 convertible notes, MARA expects that holders of the existing 2026 convertible notes
who agree to have their notes repurchased and who have hedged their equity price risk with respect to such notes (the “hedged holders”)
will unwind all or part of their hedge positions by buying MARA’s common stock and/or entering into or unwinding various derivative
transactions with respect to MARA’s common stock. The amount of MARA’s common stock to be purchased by the hedged holders
or in connection with such derivative transactions may be substantial in relation to the historic average daily trading volume of MARA’s
common stock. This activity by the hedged holders could increase (or reduce the size of any decrease in) the market price of MARA’s
common stock, including concurrently with the pricing of the notes, resulting in a higher effective conversion price of the notes. MARA
cannot predict the magnitude of such market activity or the overall effect it will have on the price of the notes or MARA’s common
stock.
The
notes will be offered and sold to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities
Act. The offer and sale of the notes and the shares of MARA’s common stock issuable upon conversion of the notes, if any, have
not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction, and the notes and any
such shares may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.
Any offer of the notes will be made only by means of a private offering memorandum.
This
press release shall not constitute an offer to sell, or a solicitation of an offer to buy, the notes, nor shall there be any sale of
the notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful under the securities laws of any such
state or jurisdiction. Nothing in this press release shall be deemed an offer to purchase MARA’s existing 2026 convertible notes.
About
MARA
MARA
(NASDAQ:MARA) is a global leader in digital asset compute that develops and deploys innovative technologies to build a more sustainable
and inclusive future. MARA secures the world’s preeminent blockchain ledger and supports the energy transformation by converting
clean, stranded, or otherwise underutilized energy into economic value.
Forward-Looking
Statements
Statements
in this press release about future expectations, plans, and prospects, as well as any other statements regarding matters that are not
historical facts, may constitute “forward-looking statements” within the meaning of The Private Securities Litigation Reform
Act of 1995. These statements include, but are not limited to, statements relating to the completion, size and timing of the offering,
the anticipated use of any proceeds from the offering, and the terms of the notes. The words “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,”
“potential,” “predict,” “project,” “should,” “target,” “will,”
“would,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements
contain these identifying words. 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 and the completion of the offering on the anticipated
terms or at all, the other factors discussed in the “Risk Factors” section of MARA’s Annual Report on Form 10-K filed
with the U.S. Securities and Exchange Commission (the “SEC”) on February 28, 2024, as amended on May 24, 2024, the “Risk
Factors” section of MARA’s Quarterly Report on Form 10-Q filed with the SEC on August 1, 2024, the “Risk Factors”
section of MARA’s Quarterly Report on Form 10-Q filed with the SEC on November 12, 2024 and the risks described in other filings
that MARA may make from time to time with the SEC. Any forward-looking statements contained in this press release speak only as of the
date hereof, and MARA 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.
MARA
Company Contact:
Telephone: 800-804-1690
Email: ir@mara.com
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