Celsius-Created Ionic Digital Files for Nasdaq Direct Listing as Business Shifts Toward AI Infrastructure

Ionic Digital has filed with the U.S. Securities and Exchange Commission for a direct listing on the Nasdaq Global Select Market under the ticker IOND, a move that would allow existing shareholders to trade their holdings without the company issuing new shares. The filing comes days after Ionic completed a $400 million private financing, as it continues to reposition its business around AI infrastructure and digital data centers.

The proposed listing differs from a traditional initial public offering because it is not intended to raise additional capital. Instead, registered shareholders may sell up to 10.8 million common shares once the registration statement becomes effective.

Recent funding supports infrastructure expansion

Before filing for the listing, Ionic completed a Series A convertible preferred financing that valued the company at approximately $2 billion on a pre-money basis.

According to the company, the funding will be used for:

• Expansion of digital infrastructure assets
• Data center development
• General corporate purposes
• Long-term growth initiatives

The financing attracted several institutional investors, including Attestor, Oaktree Capital Management, Sachem Head Capital Management, Citadel, and Weiss Asset Management.

The direct listing itself will not provide additional proceeds to the company. Instead, it creates a public market for existing shareholders while the recently completed private financing supplies capital for ongoing investment.

Company evolved from Celsius bankruptcy

Ionic Digital was established in January 2024 after acquiring the mining assets of Celsius Mining during the restructuring of bankrupt cryptocurrency lender Celsius Network.

As part of the court-approved reorganization, approximately 37 million Class A shares were distributed to former Celsius creditors, making them shareholders in the newly created company. A public listing would provide those investors with their first regulated marketplace to buy or sell their holdings. Although Ionic was originally created as a Bitcoin mining company, its business model has changed significantly over the past year.

Its largest asset is a 234-megawatt facility in Ward County, Texas, where cryptocurrency mining equipment has been removed as the site is converted for AI and high-performance computing (HPC) workloads. The facility has been leased to AI infrastructure company Nscale under a long-term agreement that the company estimates could generate nearly $2 billion in contracted revenue over its duration.

The shift is reflected in Ionic’s financial results. During the quarter ended March 31, 2026, digital infrastructure leasing generated $44 million in revenue, while Bitcoin mining revenue declined to $7.4 million as mining operations were scaled back.

Direct listing reflects broader market shift

Ionic’s planned Nasdaq debut comes as several digital asset infrastructure companies reassess their business models amid growing demand for AI computing capacity, while products such as the BNB ETF Nasdaq continue to expand mainstream investor access to digital assets.

Over the past two years, operators with access to large-scale power infrastructure have increasingly explored converting mining facilities into data centers capable of supporting AI training and cloud computing. These facilities often already possess high-capacity electrical connections and industrial cooling systems, reducing some of the costs associated with new developments.

Unlike a conventional IPO, a direct listing does not include newly issued shares or price stabilization by underwriters. As a result, share prices are determined entirely by market demand when trading begins, and companies typically use this route when they already have an established shareholder base and do not require immediate fundraising.

For Ionic Digital, the Nasdaq application represents another step in its transition from a company built around Bitcoin mining to one focused on digital infrastructure services. The public listing, if approved, would primarily provide liquidity for existing shareholders, while the company’s future performance is likely to depend on the execution of its AI infrastructure strategy rather than cryptocurrency mining alone.