Project sale process if buyer does not proceed post-audit
Company: Marathon Digital - Project: MAT 1177
The claim, verbatim
If audit occurs and buyer elects not to proceed with Project, parties will market the Project for sale to third parties with Seller having right of first offer and proceeds distributed per agreed waterfall
Source (primary)
Marathon Digital 8-K filed 2026-09-25 (SEC EDGAR, sec_filing)
View cached copy (2026-09-26)Live source ↗
Quote: “the Amendment provides that the parties will market the Project for sale to a third party, subject to a right of first offer in favor of Seller, in event of the occurrence of certain trigger events relating to the Audit and Buyer's election to not proceed with the Project. The net proceeds of any such sale to be distributed between the parties in accordance with an agreed waterfall.”
How we checked this
Checked on September 28, 2026. The cited source supports part of this claim, but not all of it.
The filing supports the sale process, the right of first offer and the waterfall. It does not define the trigger as simply the audit occurring followed by Buyer declining to proceed.
Confirmed in the source:
- Under the amendment, the parties will market the Project for sale to a third party upon certain trigger events
- The Seller has a right of first offer on such a sale
- Net proceeds of any such sale are to be distributed under an agreed waterfall
- The trigger events relate to the Audit and to Buyer's election not to proceed with the Project
We could not confirm this from the cited source:
- That the sale process is triggered specifically when the audit occurs and Buyer elects not to proceed; the filing refers only to unspecified 'certain trigger events' relating to the Audit and Buyer's election
That does not mean it is false — only that this source does not establish it, as of the date above. If we find a source that settles it, we will re-check and update this page.
What we did: Read our cached copy of SEC EDGAR (https://www.sec.gov/Archives/edgar/data/1507605/000095014226002607/eh260835247_8k.htm) in full (9,916 characters, retrieved September 26, 2026) and checked each assertion in the claim against it.
Additional evidence
confirms Marathon Digital 8-K filed 2026-09-25
Quote: “the Amendment provides that the parties will market the Project for sale to a third party, subject to a right of first offer in favor of Seller, in event of the occurrence of certain trigger events relating to the Audit and Buyer's election to not proceed with the Project. The net proceeds of any such sale to be distributed between the parties in accordance with an agreed waterfall.”