Ionic Digital Inc. filed a Form S-1 with the Securities and Exchange Commission on June 29, 2026, and the document is worth reading closely because it is not the offering its shorthand suggests. The registration statement covers the resale by existing holders — which the filing calls the Registered Stockholders — of up to 10,800,164 shares of Class A common stock through a direct listing on the Nasdaq Global Select Market. The company has applied to trade under the symbol “IOND.” It is not selling new stock to the public, and it states plainly that it will not receive any proceeds if those holders sell. For a business built out of the Celsius Mining bankruptcy estate, the mechanics of how it reaches the public market are as much of the story as the balance sheet behind it.

Start with what Ionic Digital is. The company describes itself as “a digital infrastructure solutions and cryptocurrency mining company” that was formed in January 2024 to acquire all of the cryptocurrency mining assets of Celsius Mining LLC, the predecessor whose parent, Celsius Network LLC, filed for Chapter 11. The S-1 refers to Ionic Digital as the “Successor” and to Celsius Mining as the “Predecessor,” with the dividing line at January 31, 2024. That lineage matters for anyone reading the financial statements, which span a one-month predecessor period, an eleven-month 2024 successor stub, full-year 2025, and the first quarter of 2026.

A direct listing, not an underwritten IPO

The distinction the filing draws around its listing method is explicit, and it is the single most important thing to understand before assigning this to the usual “miner files to go public” bucket.

"The direct listing of our Class A common stock on the Nasdaq Global Select Market without underwriters is a relatively novel method for commencing public trading in shares of our Class A common stock, and consequently, the trading volume and price of shares of our Class A common stock may be more volatile than if shares of our Class A common stock were initially listed in connection with an underwritten initial public offering."— Ionic Digital Inc. Form S-1, source

In a direct listing there are no underwriters buying and reselling shares, no fixed offering price, and no capital raised by the issuer at the moment of listing. The S-1 names J.P. Morgan Securities LLC as the designated financial advisor performing the functions under Nasdaq Rule 4120(c)(8) for the first day of trading, with Jefferies LLC and BTIG, LLC also serving as financial advisors. The opening price is set through Nasdaq's price-discovery process rather than by a bookrunning syndicate. The filing states the company “will not be involved in the price-setting process.” The expected first trading date is left as a blank placeholder — “on or about , 2026” — and there is no offering size in the conventional sense: the 10,800,164 registered shares are described as all of the shares held by the Registered Stockholders, while a further 37,214,869 outstanding Class A shares may be freely sold in reliance on registration exemptions.

The use-of-proceeds section reflects all of this. Where a capital raise would detail how a company plans to spend the money, Ionic Digital's says the opposite: to the extent any Registered Stockholder sells shares covered by the prospectus, “we will not receive any proceeds from any such sales.” The one exception disclosed is that if the warrants issued in a June 2026 private placement are exercised for cash, the company would receive the exercise price. That private placement also included the sale of 7,547,166 shares of Series A Preferred Stock at $53.00 per share. Separately, the company issued 40,000 shares of Series Z Preferred Stock for an aggregate $0.40 — a mechanical, high-vote, no-economics instrument the filing says exists to ensure a quorum for a 2026 annual meeting scheduled for July 13, 2026, and set to be redeemed afterward.

The mining business, and the pivot away from it

Ionic Digital's operating history is bitcoin mining, but the S-1 makes clear the company is redirecting its infrastructure toward high-performance computing and AI tenants. In October 2025 it entered a 126-month “triple net” lease with Nscale, described as a global hyperscaler, at its Ward County property in West Texas, committing the full 234 megawatts of current capacity at that site. The filing puts total contracted revenues under that lease at approximately $1.95 billion, rising to roughly $2.6 billion if an additional 89 MW is secured under a February 2026 amendment. The company says it received its first payment in November 2025, with monthly fixed lease payments commencing in August 2026, and that it is seeking to expand Ward County capacity toward roughly 700 MW. The S-1 also notes that Nscale has granted Microsoft an option for additional power at the property if it becomes available starting in the second half of 2027.

The scale of the mining fleet, and how much of it is being retired, is disclosed in the same section. Ionic Digital owned approximately 120,600 miners during the first quarter of 2026, with an aggregate hashrate capacity of approximately 12.2 EH/s. But it has decommissioned all mining assets at Ward County as of December 19, 2025, to make room for the Nscale lease. Of that 120,600-miner fleet, the filing states approximately 28,100 are or will be deployed and actively hashing at the company's Midland-area sites, approximately 19,100 will be retained for spare parts, and approximately 73,400 will be sold or scrapped. The company lists five Texas facilities — three owned, including Ward County, and two leased — with the active Midland sites (East Stiles, Garden City, Rebel, and Stiles) carrying the miner rack capacity going forward.

On the balance sheet, the S-1 characterizes Ionic Digital's financial position at the end of the first quarter. “As of March 31, 2026, we had no debt, 2,815.6 bitcoin in treasury at a fair value of approximately $192.1 million, and $34.9 million in cash and cash equivalents that is being proactively managed,” the filing states. It adds that the company sold no bitcoin during the quarter, a period in which the bitcoin price declined. The company plans to fund capital expenditures — roughly $40 million through the first half of 2027 at the 234-plus-89 MW configuration, and about $64 million at the fully expanded 700 MW — with cash on hand and sales of treasury bitcoin as needed.

Ionic Digital identifies itself as an “emerging growth company” under the JOBS Act, meaning it has taken reduced disclosure obligations in the prospectus, and it directs investors to a risk-factors section beginning on page 11. The registration statement was filed under accession number 0001185185-26-002704. Because it is a shelf-style resale registration, the shares become saleable upon effectiveness and subject to the lock-up terms in the underlying securities purchase agreements; the timing and volume of any actual sales, and the price at which IOND first trades, remain to be determined by the holders and by Nasdaq's opening auction rather than disclosed in the filing.