Ionic Digital, the company formed out of the Celsius Mining restructuring, has filed with the U.S. Securities and Exchange Commission to list on the Nasdaq via a direct listing. The move is designed to create a public trading venue for existing shareholders rather than to generate fresh funding for the business.
In a registration statement submitted on Monday, Ionic said registered stockholders may sell up to 10.8 million shares of Class A stock under the proposed ticker “IOND,” according to the SEC filing: https://www.sec.gov/Archives/edgar/data/2007691/000118518526002704/ionicdigis1061026.htm.
Key takeaways
- Ionic Digital has filed for a Nasdaq direct listing that would allow existing shareholders to sell Class A shares, not to raise new capital.
- The company plans to trade under the proposed ticker “IOND,” with up to 10.8 million Class A shares available for sale by registered stockholders.
- Ionic’s strategy is shifting from Bitcoin mining toward AI and high-performance computing infrastructure.
- A major part of that plan centers on a 234-megawatt Texas power site that the company leased for AI workloads under a long-term contract.
- Recent financial results show leasing revenue rising while Bitcoin mining revenue has declined year over year.
Why the direct listing matters for Celsius creditors
For many participants in the Celsius bankruptcy process, the practical challenge has been converting received restructuring shares into liquid, market-priced assets. Ionic’s filing indicates that the proposed Nasdaq direct listing is meant to address that: the listing “will not raise new capital” and instead establishes a public market for existing shares.
That includes former Celsius creditors who received Ionic shares through the lender’s restructuring plan, the company said in its SEC submission. In other words, the immediate purpose is liquidity and price discovery—important for holders who may otherwise be waiting for private market exits or secondary trading limitations.
From mining operator to AI infrastructure provider
Ionic was formed in 2024 to acquire Celsius Mining’s assets as part of the bankruptcy restructuring. In its filing, the company described a strategic pivot that began in 2025: it is repositioning itself from a Bitcoin-mining-focused business into a digital infrastructure company that serves AI and high-performance computing workloads.
A key element of that pivot is the company’s Ward County property in Texas. The site—originally developed to support Bitcoin mining—has been repurposed for AI infrastructure demand. According to the company, Ionic’s AI strategy is anchored by a long-term lease that turns a mining power base into contracted computing capacity.
The Ward County lease underpins the new revenue model
The SEC filing ties the AI transition to a contract Ionic executed in October 2025. Ionic said it leased the Ward County facility to AI infrastructure provider Nscale under a 126-month agreement. Ionic characterized the deal as nearly $2 billion in contracted revenue.
Importantly, the company noted the contract may be expandable. The agreement could include an additional 89 MW if Ionic secures the necessary capacity and approvals. If that additional capacity is brought into the arrangement, Ionic said the contracted revenue could rise to approximately $2.6 billion, as stated in the filing.
The company also pointed to evidence that its pivot is beginning to reflect in financial reporting. In the first quarter of 2026, Ionic reported $44 million in digital infrastructure leasing revenue. At the same time, it said Bitcoin mining revenue declined 82% year over year to $7.4 million, alongside a reduced number of active miners and the ongoing repurposing of the Ward County site.
Share sale logistics and what comes next
Under the SEC registration statement, registered stockholders may sell up to 10.8 million shares of Ionic’s Class A stock in connection with the proposed direct listing. Because a direct listing does not necessarily involve a traditional underwriting process designed around raising capital, the structure typically emphasizes secondary liquidity—consistent with Ionic’s stated goal that the Nasdaq move is not intended to fund new operations.
The filing also lands after Ionic completed a $400 million equity private placement on Friday, according to company communications referenced in the original coverage. Ionic said the proceeds are intended for general corporate purposes, and its CEO, Andy Stewart, indicated the funding supports continued development of its digital infrastructure assets.
For investors and Celsius creditors watching this transition, several details will likely determine how quickly the market starts pricing Ionic’s AI thesis. These include how much additional capacity (if any) is secured beyond the initial contract footprint, and whether leasing revenue keeps growing fast enough to offset the decline in mining-related income.
Near-term, the key question is whether Ionic’s contractual roadmap for AI and high-performance computing continues to translate into steadily increasing reported revenue as Bitcoin operations are further wound down and capacity is redeployed.
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