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Bitcoin miner Agora Digital Holdings (DEFY), which is majority-owned by Ecoark Holdings (NASDAQ:ZEST), has filed to hold an initial public offering.
In a filing, Agora said it intends to list its shares on Nasdaq under the symbol DEFY. The size and price of the deal were not disclosed. HC Wainwright is serving as lead bookrunner.
Shares of Ecoark, which holds a roughly 90% stake in Agora, were down 22% at $2.38 at approximately 1:00 p.m. ET in the wake of the filing.
Agora is engaged in digital assets mining, with an initial focus on Bitcoin.
According to the filing, Ecoark intends to spin-off 80% of its common stock in Agora, or about 33.3M shares, as a dividend to its shareholders approximately 90 days after the offering. Agora said there was no guarantee that the spin-off would take place or occur as expected.
After the spin-off and offering, Ecoark is expected to retain a 15% stake, or 8.3M common shares, in Agora. The Bitcoin miner intends to use most of the proceeds from the IPO to expand operations and for general corporate purposes, including a possible paydown of debt owed to Ecoark.
Agora’s chief executive officer, William Hoagland, also serves as chief financial officer for Ecoark, but plans to step down from his position at Ecoark following the spin-off.
Agora is currently operating in the red. For the nine months ended Dec. 31, 2021, Agora reported a pro forma net loss of $3.3M on revenue of $1.8M.
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