Olenox Industries Inc. (NASDAQ:OLOX), a vertically integrated energy company, on Wednesday announced that it has signed a non-binding letter of intent with CS Digital Ventures.
The companies plan an all-stock merger valued at up to $50 million to build off-grid infrastructure for Bitcoin mining and AI.
Transaction Structure And Financial Terms
The deal uses a share-for-share exchange, with CS Digital equityholders receiving preferred Olenox shares at $1.00 per share.
The company will issue the consideration in three tranches, starting with $30 million at closing.
It will issue an additional $10 million upon reaching cumulative revenue of $5 million under the agreement.
It will release another $10 million upon achieving $6 million in EBITDA, while Bernardo Schucman will receive 900,000 common shares.
Strategic Rationale And Growth Focus
CS Digital contributes approximately 2.1 EH of mining capacity to the combined platform. It projects 2025 revenue of $20.6 million and EBITDA of $6.2 million.
The combined entity aims to scale off-grid infrastructure with power costs below $0.02 per kWh for mining and computing.
The transaction combines Olenox’s energy sourcing and infrastructure platform with CS Digital’s mining and data center expertise.
The combined company targets growth in off-grid mining, stranded energy utilization, and AI-focused infrastructure.
Executive Commentary
“This merger represents a strategic step in Olenox’s evolution as an energy-led infrastructure company,” said Mike McLaren, Chairman and Chief Executive Officer of Olenox.
“By combining Olenox’s energy platform with CS Digital’s operating capability, attractive financial profile, and Bernardo’s proven leadership in mining infrastructure, we believe we are creating a differentiated platform positioned to compete in the next phase of digital infrastructure growth, spanning both Bitcoin mining and AI-oriented infrastructure.”
Filing Delay Update
On Tuesday, Olenox Industries received a Nasdaq delinquency notice for failing to file its 2025 Form 10-K on time. The company has 60 days to submit a compliance plan and could receive up to 180 days to regain compliance.
Olenox said it plans to either file the report or submit a compliance plan by June 22, 2026, while maintaining its commitment to Nasdaq requirements.
OLOX Price Action: Olenox Industries shares were down 4.15% at $0.69 during premarket trading on Wednesday, according to Benzinga Pro data.
Photo via Shutterstock
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