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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): December 18, 2024
MARA
HOLDINGS, INC.
(Exact
name of Registrant as Specified in Its Charter)
| Nevada |
|
001-36555 |
|
01-0949984 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
101
NE Third Avenue, Suite 1200
Fort
Lauderdale, FL 33301
(Address
of principal executive offices and zip code)
(800)
804-1690
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock |
|
MARA |
|
The
Nasdaq Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
7.01. Regulation FD Disclosure.
BTC
Yield
From
October 1, 2024 to December 18, 2024, MARA Holdings, Inc.’s (the “Company”) BTC Yield was 22.5%. From January 1, 2024
to December 18, 2024, the Company’s BTC Yield was 60.9%.
BTC
Yield is a key performance indicator (“KPI”) that represents the percentage change period-to-period of the ratio between
the Company’s bitcoin holdings and its Assumed Fully Diluted Shares Outstanding. Assumed Fully Diluted Shares Outstanding refers
to the aggregate of the Company’s actual shares of common stock outstanding as of the end of the applicable period plus all additional
shares that would result from the assumed conversion of all outstanding convertible notes, exercise of all outstanding warrants and settlement
of all outstanding restricted stock units and performance-based restricted stock units. The Company uses BTC Yield as a KPI to help assess
the performance of its bitcoin acquisition and HODL strategy and whether the Company is using equity capital in a manner the Company
believes is accretive to shareholders as it pertains to its bitcoin holdings. The Company believes this KPI can be used to supplement
an investor’s understanding of the Company’s decision to fund the purchase of bitcoin by issuing additional shares of its
common stock or instruments convertible to common stock.
BTC
Yield and Basic and Assumed Fully Diluted Shares Outstanding
| | |
12/31/2023 | | |
9/30/2024 | | |
12/18/2024 | |
| Total Bitcoin Holdings | |
| 15,174 | | |
| 26,747 | | |
| 44,394 | |
| Shares Outstanding (in ‘000s) | |
| | | |
| | | |
| | |
| Common Stock | |
| 242,829 | | |
| 304,913 | | |
| 339,382 | |
| Basic Shares Outstanding | |
| 242,829 | | |
| 304,913 | | |
| 339,382 | |
| | |
| | | |
| | | |
| | |
| 2026 Convertible Shares (November 2021 issuance) | |
| 5,969 | | |
| 5,969 | | |
| 1,321 | |
| 2030 Convertible Shares (November 2024 issuance) | |
| - | | |
| - | | |
| 55,006 | |
| 2031 Convertible Shares (August 2024 issuance) | |
| - | | |
| 19,854 | | |
| 19,854 | |
| 2031 Convertible Shares (December 2024 issuance) | |
| - | | |
| - | | |
| 37,449 | |
| Warrants | |
| 324 | | |
| 324 | | |
| 324 | |
| RSUs/PSUs Unvested | |
| 5,766 | | |
| 10,872 | | |
| 10,064 | |
| | |
| | | |
| | | |
| | |
| Assumed Fully Diluted Shares Outstanding (1) | |
| 254,888 | | |
| 341,932 | | |
| 463,400 | |
| BTC Yield % (Quarter to Date) | |
| | | |
| | | |
| 22.5 | % |
| BTC Yield % (Year to Date) | |
| | | |
| | | |
| 60.9 | % |
| (1) |
Assumed
Fully Diluted Shares Outstanding refers to the aggregate of our Basic Shares Outstanding as of the end of each period plus all additional
shares that would result from the assumed conversion of all outstanding convertible notes, exercise of all outstanding stock warrants,
and settlement of all outstanding restricted stock units and performance-based restricted stock units. Assumed Fully Diluted Shares
Outstanding is not calculated using the treasury method and does not take into account any vesting conditions (in the case of equity
awards), the exercise price of any warrants or any contractual conditions limiting convertibility of convertible debt instruments. |
Important
Information about BTC Yield KPI
BTC
Yield is a KPI that represents the percentage change period-to-period of the ratio between the Company’s bitcoin holdings and its
Assumed Fully Diluted Shares Outstanding. Assumed Diluted Fully Shares Outstanding refers to the aggregate of the Company’s actual
shares of common stock outstanding as of the end of each period plus all additional shares that would result from the assumed conversion
of all outstanding convertible notes, exercise of all outstanding warrants, and settlement of all outstanding restricted stock units
and performance stock units. Assumed Fully Diluted Shares Outstanding is not calculated using the treasury method and does not take into
account any vesting conditions (in the case of equity awards), the exercise price of any warrants or any contractual conditions limiting
convertibility of convertible debt instruments.
The
Company uses BTC Yield as a KPI to help assess the performance of its bitcoin acquisition and HODL strategy and whether the Company is
using equity capital in a manner the Company believes is accretive to shareholders as it pertains to its bitcoin holdings. The Company
believes this KPI can be used to supplement an investor’s understanding of its decision to fund the purchase of bitcoin by issuing
additional shares of its common stock or instruments convertible to common stock. When the Company uses this KPI, management also takes
into account the various limitations of this metric, including that it does not take into account debt and other liabilities and claims
on company assets that would be senior to common equity and that it assumes that all indebtedness will be refinanced or, in the case
of the Company’s senior convertible debt instruments, converted into shares of common stock in accordance with their respective
terms.
Additionally,
this KPI is not, and should not be understood as, an operating performance measure or a financial or liquidity measure. In particular,
BTC Yield is not equivalent to “yield” in the traditional financial context. It is not a measure of the return on investment
the Company’s shareholders may have achieved historically or can achieve in the future by purchasing stock of the Company, or a
measure of income generated by the Company’s operations or its bitcoin holdings, return on investment on its bitcoin holdings,
or any other similar financial measure of the performance of its business or assets.
The
trading price of the Company’s common stock is informed by numerous factors in addition to the amount of bitcoins the Company holds
and number of actual or potential shares of its stock outstanding, and as a result, the market value of the Company’s shares may
trade at a discount or a premium relative to the market value of the bitcoin the Company holds, and BTC Yield is not indicative nor predictive
of the trading price of the Company’s shares of common stock.
As
noted above, this KPI is narrow in its purpose and is used by management to assist it in assessing the performance of its bitcoin acquisition
and HODL strategy and whether the Company is using equity capital in a manner the Company believes is accretive to shareholders as it
pertains to its bitcoin holdings.
In
calculating this KPI, the Company does not take into account the source of capital used for the acquisition of its bitcoin. The Company
notes in particular, it has acquired bitcoin using proceeds from its at-the-market offering program as well as the offerings of its convertible
senior notes, which at the time of issuance had, and may from time-to-time thereafter have, conversion prices above the current trading
prices of the Company’s common stock, or as to which the holders of such convertible notes may not then be entitled to exercise
the conversion rights of the notes. Such offerings have had the effect of increasing the BTC Yield without taking into account the corresponding
debt. If any of the Company’s convertible senior notes mature or are redeemed without being converted into common stock, the Company
may be required to sell shares in quantities greater than the shares such notes are convertible into or generate cash proceeds from the
sale of bitcoin, either of which would have the effect of decreasing the BTC Yield due to changes in the Company’s bitcoin holdings
and shares in ways that were not contemplated by the assumptions in calculating BTC Yield. Accordingly, this metric might overstate or
understate the accretive nature of the Company’s use of equity or equity-linked capital to buy bitcoin.
The
Company determines its KPI targets based on its historical and future goals. The Company’s ability to achieve positive BTC Yield
may depend on a variety of factors, including its ability to generate cash from operations in excess of its fixed charges and other expenses,
as well as factors outside of its control, such as the availability of debt and equity financing on favorable terms. Past performance
is not indicative of future results.
The
Company has historically not paid any dividends on its shares of common stock, and by presenting this KPI the Company makes no suggestion
that it intends to do so in the future. Ownership of common stock does not represent an ownership interest in the bitcoin the Company
holds.
Investors
should rely on the financial statements and other disclosures contained in the Company’s SEC filings. This KPI is merely a supplement
to, not a substitute for, such information. Investors should exercise caution when assessing our BTC Yield given its limited purpose
and many limitations.
Furnished
Information
The
information in this Item 7.01 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as expressly set forth by specific reference in such filing.
The
Company announces material information to the public about the Company through a variety of means, including filings with the Securities
and Exchange Commission, press releases, public conference calls, webcasts, the investor relations section of its website (www.ir.mara.com)
and certain social media channels, including its X (formerly known as Twitter) account (@MARAHoldings) and its LinkedIn page, in order
to achieve broad, non-exclusionary distribution of information to the public and for complying with its disclosure obligations under
Regulation FD.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date:
December 19, 2024
| |
MARA
HOLDINGS, INC. |
| |
|
|
| |
By: |
/s/
Zabi Nowaid |
| |
Name: |
Zabi
Nowaid |
| |
Title: |
General
Counsel and Corporate Secretary |
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