Court Partially Vacates Expert Determination in Whinstone US Acquisition Case
On Monday, June 2, 2025, the Court of Chancery of Delaware issued a memorandum opinion in the case of Northern Data AG v. Riot Platforms, Inc. and Whinstone US, Inc., addressing a dispute arising from a 2021 acquisition involving Bitcoin mining and data center operations. The court resolved several contentious issues regarding the purchase price adjustment process outlined in the Stock Purchase Agreement (SPA) between the parties.
Northern Data AG, a German corporation, had sold its subsidiary, Whinstone US, Inc., to Riot Platforms, Inc. for a combination of cash and stock. The total cash consideration of $80 million was subject to adjustments based on specific financial metrics, including net working capital, closing indebtedness, cash, and transaction expenses. Disputes over these adjustments were to be settled by an independent accounting expert, as stipulated in the SPA.
After the acquisition closed, disagreements arose regarding the final purchase price, leading to several issues being submitted to the accounting expert. The expert ruled in favor of Riot on four disputed items, prompting Northern Data to seek to vacate this determination in court.
The court identified two primary sets of arguments from Northern Data. For two of the disputed items, Northern Data claimed that the accounting expert had improperly adhered to Generally Accepted Accounting Principles (GAAP) while disregarding Whinstone’s historical accounting practices. For the other two items, Northern Data argued that these matters were related to indemnity claims and therefore fell outside the accounting expert’s authority.
In its ruling, the court determined that Northern Data was correct in its assertion regarding the indemnity claims, which pertained to legal representations and warranties within the SPA. The court stated that the accounting expert exceeded his jurisdiction by addressing these issues, which should have been resolved through the indemnification provisions of the SPA.
Conversely, the court upheld the accounting expert’s decision on the first two disputed items, asserting that adherence to GAAP was appropriate and should take precedence over historical accounting methods.
The court’s opinion also outlined the process established in the SPA for resolving purchase price adjustments, which required the delivery of an Estimated Closing Statement and allowed for a Statement of Objections to be raised by Northern Data. If disagreements persisted after this process, the unresolved matters could be submitted to the accounting expert for resolution.
Ultimately, the court granted summary judgment to Northern Data regarding the two indemnity-related disputes, vacating the accounting expert’s determination on those items. However, it denied Northern Data’s motion concerning the accounting expert’s determinations that complied with GAAP for the other two disputed items.
The opinion concluded with a directive for both parties to submit a proposed final order and judgment within 14 days to implement the court’s decision.
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