Ionic Digital filed an S-1 for a direct listing on the Nasdaq Global Select Market under the ticker “IOND.” The company, formed in 2024 from the mining assets of Celsius Mining, is transitioning from pure-play bitcoin mining to leasing digital infrastructure for AI and high-performance computing. No underwriters are involved in the listing, and Ionic will not receive proceeds from stockholder resales.

Business Description

Ionic Digital is a digital infrastructure solutions and cryptocurrency mining company. The business originated in 2024 when it acquired substantially all mining assets of Celsius Mining. While it continues to mine bitcoin at owned and leased sites in Midland, Texas, Ionic is pivoting to lease its powered infrastructure to hyperscalers and enterprise customers for AI and high‑performance computing workloads.

The company’s flagship Ward County, Texas campus (234 MW installed, potential up to ~700 MW subject to approvals) is fully leased under a 126‑month triple‑net agreement with Nscale, delivering approximately $1.95 billion in contracted revenue, potentially rising to ~$2.6 billion if an added 89 MW comes online. Ionic is also marketing four Midland sites (112 MW total, with a planned 10 MW expansion) for HPC/AI development. It maintains a bitcoin treasury and operates with custodial partners Anchorage Digital Bank and Fidelity Digital Assets. Over time, Ionic expects contracted, U.S. dollar‑denominated digital infrastructure revenues to reduce reliance on bitcoin mining volatility.

Market Overview

  • Total addressable market: Rising demand for hyperscale AI and HPC capacity with significant need for power-secured data centers.
  • Market growth: Goldman Sachs projects U.S. data center power demand to more than double to ~66 GW by 2027.
  • Market position: Company monetizes owned power and land via a long-term AI data center lease; expanding capacity at Ward County and marketing four Midland sites.
  • Key competitors: Digital Realty, DataDirect Networks, Cipher Mining, TeraWulf, and other data center developers and Bitcoin miners pursuing HPC.
  • Industry trends: Severe power constraints, multi-year AI buildout, shift from centralized training to distributed, latency-sensitive inference, and ROFR-driven campus expansion.

Operational Metrics

  • Customers: One anchor tenant (Nscale) at Ward County under a 126‑month lease; NVIDIA guarantees rent for the first five years up to $860.3 million, with parent guarantee thereafter; Microsoft has an option for additional power if available.
  • Locations: Five facilities in Texas (three owned including Ward County; two leased) across ~166 owned acres and ~59.5 leased acres.
  • Geographic presence: Operations concentrated in Texas (Ward County and Midland).
  • Partnerships: J.P. Morgan (designated financial advisor), Jefferies and BTIG (financial advisors); custodians Anchorage Digital Bank and Fidelity Digital Assets; Priority Power for energy management.
  • Orders/GMV: Not applicable.
  • Other key metrics: 234 MW leased to Nscale (with 89 MW contracted when available); Ward County potential scale to ~700 MW; contracted revenues of ~$1.95B, rising to ~$2.6B if expanded; 120,563 miners owned; ~2.0 EH/s contributed in Mar 2026 (12.2 EH/s total potential); 2,815.6 bitcoin in treasury; average power cost ~2.1–3.6¢/kWh.

Financials Highlights

  • Revenue (current): $51.4 million (Q1 2026 total revenue)
  • Revenue growth: Up ~25% year over year in Q1 2026 (from $41.1 million)
  • Gross profit: $39.8 million (Q1 2026) (77% margin)
  • Operating income: Operating loss of $(29.7) million (Q1 2026)
  • Net income: Net loss of $(13.0) million (Q1 2026)

Management

  • Andy Stewart, Chief Executive Officer - 25+ years in digital infrastructure; former CEO of Evoque Data Center Solutions and TierPoint; led portfolio optimization and large-scale financings.
  • Chris Hickman, Chief Financial Officer - 20+ years in finance across digital infrastructure and energy; former CEO and CFO roles at Tillman Infrastructure; prior leadership at Crown Castle.
  • Antonio Piraino, Chief Strategy Officer - 30 years in data centers, cloud and AI; former CTO at ScienceLogic; led research at 451 Research and advisory at Uptime Institute.
  • Mark Lambourne, Chief Development Officer - 30+ years in digital infrastructure development; leadership roles at DC Capital Group and Digital Realty Trust; extensive M&A and development experience.
  • Richard Carson, General Counsel - 30+ years as corporate attorney and executive; prior roles at Magellan Midstream Partners and Cypress Energy Partners.

IPO Structure

  • Issuer: Ionic Digital Inc.
  • Filing date: June 29, 2026
  • Proposed ticker: IOND
  • Exchange: Nasdaq Global Select Market
  • Offering size: Resale of up to 10,800,164 shares by selling stockholders; company will not receive proceeds
  • Shares offered: 10,800,164 shares (registered for resale via direct listing)
  • Lead underwriters: No underwriters; J.P. Morgan designated financial advisor (with Jefferies and BTIG also advising)
  • Use of proceeds: Company will not receive any proceeds from the sale of shares by selling stockholders

Original SEC Filing:

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