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← MARA Holdings
Mon, Sep 21, 2026

MARA amends Matagorda (MAT 1177) site purchase agreement

Source document ↗

Key points

  • On September 21, 2026 MARA subsidiary Volt Texas LLC amended its purchase agreement with HIF USA LLC for MAT 1177 LLC, the Texas site with a utility letter agreement for 2,000 MW of power capacity.
  • MARA posted a $100 million security deposit with the electric utility for the site's power capacity; it may withdraw the deposit at its discretion, subject to the sale process.
  • Regulatory-approval milestone payments now come in two installments: on a successful Texas regulatory audit of the project, and on MARA electing to proceed after the interconnection study.
  • The maximum payments tied to the site being authorized to receive power were increased; the aggregate price if all milestones are met stays at $600 million.
  • The reconveyance-to-seller provision was replaced with a joint third-party sale process (seller right of first offer) if the audit fails or MARA declines to proceed.

Acquisition

MAT 1177 LLC ("Project Company")Agreement amended

~1,200+ acres in Matagorda County, TX plus a utility letter agreement for up to 2,000 MW of power capacity, acquired from HIF USA LLC (HIF Global subsidiary) via MARA subsidiary Volt Texas, LLC.

  • Up to $600.0 million in post-closing milestone payments (not a fixed upfront price); ASC 805 accounting incomplete as of Q2 2026 10-Q; MARA may terminate if ERCOT does not approve

First Amendment to Purchase Agreement (Volt Texas LLC / HIF USA LLC / MARA USA Corp as guarantor). $100.0M security deposit posted with the electric utility; withdrawable at buyer discretion subject to the sale process. Regulatory-approval milestones split into two installments: Texas regulatory audit success, and buyer election to proceed after the interconnection study. Maximum payments tied to power authorization increased; aggregate price if all milestones met unchanged at $600M. Reconveyance provision removed; third-party sale process with seller ROFO on audit/election trigger events, proceeds split per agreed waterfall.

Site update

SiteStatusActiveIn buildTheoretical
Matagorda County ("Project Company")Matagorda County, TX

Utility letter agreement for 2,000 MW of power capacity (unchanged). MARA posted a $100M security deposit with the utility; project subject to a Texas regulatory audit and a buyer election to proceed after the interconnection study.

Disclosed——2,000 MWgross