American Bitcoin Corp.

Previous wording

The following discussion and analysis of the financial condition and results of operations of the Company should be read together with its condensed and combined financial statements and the related notes and the other financial information included elsewhere in this Quarterly Report and with the Proxy Statement/Prospectus, the Annual Report, and the Current Report. This discussion contains forward-looking statements that involve risks and uncertainties. The Company’s actual business, financial condition, and results of operations could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed below and elsewhere in this Quarterly Report and in the Proxy Statement/Prospectus, the Annual Report, and the Current Report. See also “Cautionary Note Regarding Forward-Looking Statements” in this Quarterly Report. The Company's historical results are not necessarily indicative of the results that may be expected for any period in the future.

Current wording

The following discussion and analysis of our financial condition and results of operations should be read together with our Unaudited Condensed Consolidated and Combined Financial Statements and the related notes and the other financial information included elsewhere in this Quarterly Report and the Annual Report. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual business, financial condition, and results of operations could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed below and elsewhere in this Quarterly Report and the Annual Report. See also "Cautionary Note Regarding Forward-Looking Statements" in this Quarterly Report. Our historical results are not necessarily indicative of the results that may be expected for any period in the future.

Previous wording

The Company is a purpose-built Bitcoin accumulation vehicle and aims to pursue that goal through a levered strategy that combines efficient Bitcoin mining, disciplined Bitcoin reserve expansion and focused ecosystem engagement. References to the "Company" herein refer to:

Current wording

Our business objective is Bitcoin accumulation, and we aim to pursue that goal through a multi-pronged strategy that combines efficient Bitcoin mining, disciplined Bitcoin reserve expansion, and focused ecosystem engagement. We believe Bitcoin represents an emerging institutional-grade asset class that lacks a clear category leader in the form of a scaled, publicly traded platform purpose-built around Bitcoin accumulation, network participation, and ecosystem development. We are building American Bitcoin with the objective of becoming that platform.

Previous wording

On March 31, 2025, Parent, ADC, and the stockholders of ADC entered into a Contribution and Stock Purchase Agreement (the “Agreement”), pursuant to which Parent contributed to ADC substantially all of Parent’s wholly-owned ASIC miners, in exchange for newly issued Class B Common Stock of ADC, representing 80% of the total and combined voting power and 80% of the issued and outstanding equity interests of ADC after giving effect to the issuance (the “Transactions”). In connection with the Transactions, ADC was renamed American Bitcoin Corp. and became a majority-owned subsidiary of Parent.

Current wording

On March 31, 2025, Hut 8, ADC, and the stockholders of ADC entered into a Contribution and Stock Purchase Agreement, pursuant to which Hut 8 contributed to ADC substantially all of Hut 8’s wholly-owned ASIC miners, in exchange for newly issued Class B Common Stock of ADC, representing 80% of the total and combined voting power and 80% of the issued and outstanding equity interests of ADC after giving effect to the issuance. In connection with the Transactions, ADC was renamed American Bitcoin Corp. and became a majority-owned subsidiary of Hut 8.

Previous wording

Until the effectiveness of the Transactions on March 31, 2025, the Company’s operations historically operated as the “Bitcoin mining” sub-segment of Parent’s “Compute” segment and not as a standalone company; therefore, separate financial statements had not historically been prepared for the Company prior to April 1, 2025. The Company's Unaudited Condensed and Combined Financial Statements represent the historical assets, liabilities, operations and cash flows directly attributable to the Company starting April 1, 2025 and prior, have been prepared on a carveout basis through the use of a management approach from Parent’s consolidated financial statements and accounting records and are presented on a standalone basis as if the operations have been conducted independently from Parent.

Current wording

Until the effectiveness of the Transactions on March 31, 2025, we historically operated as the "ASIC Compute" sub-segment of Hut 8’s "Compute" segment and not as a standalone company; therefore, separate financial statements had not historically been prepared for us prior to April 1, 2025. Our Unaudited Condensed Consolidated and Combined Financial Statements represent the historical assets, liabilities, operations, and cash flows directly attributable to us starting April 1, 2025; the prior periods have been prepared on a carveout basis through the use of a management approach from Hut 8’s Consolidated Financial Statements and accounting records and are presented on a standalone basis as if the operations had been conducted independently from Hut 8.

Previous wording

Following the effectiveness of the Transactions on March 31, 2025, the Company began operating as a standalone entity with its own accounting and financial records; therefore, starting April 1, 2025, the Company’s results of operations are the results directly attributed to its standalone operations rather than the Bitcoin mining operations of Parent. The Company’s Unaudited Condensed and Combined Balance Sheets as of September 30, 2025, reflects the assets and liabilities that the Company directly owns or is legally obligated to satisfy post-Transactions.

Current wording

Following the effectiveness of the Transactions on March 31, 2025, we began operating as a standalone entity with our own accounting and financial records; therefore, starting April 1, 2025, our results of operations are the results directly attributed to our standalone operations rather than the Bitcoin mining operations of Hut 8. Our Unaudited Condensed Consolidated and Combined Balance Sheets as of March 31, 2026 reflects the assets and liabilities that we directly own or are legally obligated to satisfy post-Transactions.

Previous wording

Prior to the effectiveness of the Transactions on March 31, 2025, all revenues and costs, as well as assets and liabilities directly associated with Parent’s Bitcoin mining sub-segment activities were included in the Company’s Unaudited Condensed and Combined Financial Statements, including Parent’s strategic Bitcoin reserve (which remained with Parent following the effectiveness of the Transactions). Additional costs allocated to the Company include corporate general and administrative expenses which consisted of various categories, including but not limited to: employee compensation and benefits, professional services, facilities and corporate office expenses, information technology, interest expenses, and stock-based compensation. The corporate and general administrative expenses allocated were primarily based on a percentage of revenue basis that was considered to be a reasonable reflection of the utilization of the services provided or benefit received during the periods presented, depending on the nature of the service received. Management believes the assumptions underlying the Company’s Unaudited Condensed and Combined Financial Statements, including the expense methodology and resulting allocation, are reasonable for all periods presented. However, the allocations may not include all of the actual expenses that would have been incurred by the Company had it operated as a standalone entity during such periods and may not reflect its results of operations, financial position and cash flows had it been a standalone company during the periods presented. Actual costs that might have been incurred had the Company been a standalone company would depend on a number of factors, including the Company’s organizational structure, what corporate functions the Company might have performed directly or outsourced, and strategic decisions the Company might have made in areas such as executive management, legal, and other professional services, and certain corporate overhead functions. These costs also may not be indicative of the expenses that the Company may incur in the future or would have incurred if the Company had obtained these services from a third party.

Current wording

Prior to the effectiveness of the Transactions on March 31, 2025, all revenues and costs, as well as assets and liabilities directly associated with Hut 8’s Bitcoin mining sub-segment activities were included in our Unaudited Condensed Consolidated and Combined Financial Statements, including Hut 8’s strategic Bitcoin reserve (which remained with Hut 8 following the effectiveness of the Transactions). Additional costs allocated to us include corporate general and administrative expenses, which consisted of various categories, including but not limited to: employee compensation and benefits, professional services, facilities and corporate office expenses, information technology, interest expenses, and stock-based compensation. The corporate and general administrative expenses allocated were primarily based on a percentage of revenue basis that was considered to be a reasonable reflection of the utilization of the services provided or benefit received during the periods presented, depending on the nature of the service received. Management believes the assumptions underlying our Unaudited Condensed Consolidated and Combined Financial Statements, including the expense methodology and resulting allocation, are reasonable for all periods presented. However, the allocations may not include all of the actual expenses that would have been incurred by us had we operated as a standalone entity during such periods and may not reflect our results of operations, financial position, and cash flows had we been a standalone company during the periods presented. Actual costs that might have been incurred had we been a standalone company would depend on a number of factors, including our organizational structure, what corporate functions we might have performed directly or outsourced, and strategic decisions we might have made in areas such as executive management, legal, and other professional services, and certain corporate overhead functions. These costs also may not be indicative of the expenses that we may incur in the future or would have incurred if we had obtained these services from a third party.

Previous wording

All intracompany transactions within the Company prior to the effectiveness of the Transactions on March 31, 2025 have been eliminated. All intercompany transactions between the Company and Parent on or before March 31, 2025 are considered to be effectively settled in the Company’s Unaudited Condensed and Combined Financial Statements at the time the transactions are recorded. The total net effect of these intercompany transactions considered to be settled are reflected in the Company’s Unaudited Condensed and Combined Statement of Cash Flows within financing activities and in the Company’s Unaudited Condensed and Combined Balance Sheets as net Parent investment. At March 31, 2025, as described in the description of the Transactions above, the total net Parent investment has been settled.

Current wording

All intracompany transactions within our operations prior to the effectiveness of the Transactions on March 31, 2025 have been eliminated. All intercompany transactions between us and Hut 8 on or before March 31, 2025 are considered to be effectively settled in our Unaudited Condensed Consolidated and Combined Financial Statements at the time the transactions are recorded. The total net effect of these intercompany transactions considered to be settled are reflected in our Unaudited Condensed Consolidated and Combined Statement of Cash Flows within financing activities and in our Unaudited Condensed Consolidated and Combined Balance Sheets as net Hut 8 investment. At March 31, 2025, as described in the description of the Transactions above, the total net Hut 8 investment has been settled.

Previous wording

Prior to the effectiveness of the Transactions on March 31, 2025, the Company’s equity balance in its Unaudited Condensed and Combined Financial Statements represents the excess of total liabilities over assets. Net Parent investment is primarily impacted by contributions from Parent that are the result of net funding provided by or distributed to Parent.

Current wording

Prior to the effectiveness of the Transactions on March 31, 2025, our equity balance in our Unaudited Condensed Consolidated and Combined Financial Statements represents the excess of total liabilities over assets. Net Hut 8 investment is primarily impacted by contributions from Hut 8 that are the result of net funding provided by or distributed to Hut 8.

Previous wording

Prior to the effectiveness of the Transactions on March 31, 2025, cash was managed through bank accounts controlled and maintained by Parent. The Company did not have legal ownership of any bank accounts containing cash balances prior to March 31, 2025. As such, cash held in commingled accounts with Parent is presented within net Parent investment on the Company’s Unaudited Condensed and Combined Balance Sheets. Subsequent to March 31, 2025, the Company has set up its own legally separate bank accounts to appropriately directly settle its liabilities and to manage its own cash.

Current wording

Prior to the effectiveness of the Transactions on March 31, 2025, cash was managed through bank accounts controlled and maintained by Hut 8. We did not have legal ownership of any bank accounts containing cash balances prior to March 31, 2025. As such, cash held in commingled accounts with Hut 8 is presented within net Hut 8 investment on our Unaudited Condensed Consolidated and Combined Balance Sheets. Subsequent to March 31, 2025, we have set up our own legally separate bank accounts to appropriately directly settle our liabilities and to manage our own cash.

Previous wording

Prior to the effectiveness of the Transactions on March 31, 2025, the Company was not a co-obligor on Parent’s third-party, long-term debt obligations nor was the Company expected to pay any portion of Parent’s third-party, long-term debt. However, proceeds from Parent’s third-party debts were used to finance the Company’s purchase of ASICs or directly used for the Company’s Bitcoin mining-related activities and were therefore included in the Company’s Unaudited Condensed and Combined Financial Statements. While the Company is not a legal obligor, certain Bitcoin mining assets of the Company were pledged as collateral as disclosed in Note 5. Following the effectiveness of the Transactions on March 31, 2025, the Company is no longer connected to any of Parent’s third-party debt obligations.

Current wording

Prior to the effectiveness of the Transactions on March 31, 2025, we were not a co-obligor on Hut 8’s third-party, long-term debt obligations nor were we expected to pay any portion of Hut 8's third-party, long-term debt. However, proceeds from Hut 8’s third-party debts were used to finance our purchase of Bitcoin miners or directly used for our Bitcoin mining-related activities and were therefore included in our Unaudited Condensed Consolidated and Combined Financial Statements. While we are not a legal obligor, certain Bitcoin mining assets of ours were pledged as collateral as disclosed in Note 4. Digital Assets. Following the effectiveness of the Transactions on March 31, 2025, we are no longer connected to any of Hut 8's third-party debt obligations.

Previous wording

The Condensed and Combined Financial Statements included in this Quarterly Report have been prepared in accordance with generally accepted accounting principles, in the United States (“GAAP”).

Current wording

The Unaudited Condensed Consolidated and Combined Financial Statements included in this Quarterly Report have been prepared in accordance with generally accepted accounting principles, in the United States ("GAAP").

Previous wording

The Company generates revenue from Bitcoin rewards by providing computation services to third-party mining pool operators, which combine the computing power of Bitcoin miners to increase the chance of solving a block and getting paid by the network. The Company provides the service of performing computations of its Bitcoin miners to these mining pool operators and receives in return a payout of Bitcoin based on a contractual formula which primarily calculates the computing power provided to the mining pool as a percentage of the total computing power of the network, regardless of whether the mining pool actually receives the Bitcoin award from the network.

Current wording

We generate revenue from Bitcoin rewards by providing computation services to third-party mining pool operators, which combine the computing power of Bitcoin miners to increase the chance of solving a block and getting paid by the network. We provide the service of performing computations of our Bitcoin miners to these mining pool operators and receive in return a payout of Bitcoin based on a contractual formula which primarily calculates the computing power provided to the mining pool as a percentage of the total computing power of the network, regardless of whether the mining pool actually receives the Bitcoin award from the network.

Previous wording

During February and March 2025, the Company’s mining activity was reduced due to a planned fleet upgrade, which was completed on April 4, 2025. During the three months ended September 30, 2025, the fleet upgrade resulted in higher efficiency Antminer S21+ miners, which improved Bitcoin Mining operations.

Current wording

During February and March 2025, mining activity at our Medicine Hat and Salt Creek sites was reduced due to a planned fleet upgrade, which was completed on April 4, 2025. The upgrade resulted in the deployment of higher efficiency Bitcoin miners, improving the efficiency of our Bitcoin mining operations.

Previous wording

The Company's business is heavily dependent on the price of Bitcoin, which is traded globally and has historically experienced significant volatility. The Company generates revenue from Bitcoin rewards that it earns through third-party mining pool operators and Bitcoin it acquires through at-market purchases to further build its strategic reserve. Under ASU 2023-08, Intangibles-Goodwill and Other-Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”), Bitcoin is revalued at fair value at the end of each reporting period, with changes to fair value recognized in net income. As a result, fluctuations in the price of Bitcoin may significantly impact the Company's results of operations.

Current wording

Our business is heavily dependent on the price of Bitcoin, which is traded globally and has historically experienced significant volatility. We generate revenue from Bitcoin rewards we earn through third-party mining pool operators and Bitcoin we acquire through at-market purchases and strategic transactions to further build our strategic reserve. Under ASU 2023-08, Intangibles-Goodwill and Other-Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets ("ASU 2023-08"), Bitcoin is revalued at its fair value at the end of each reporting period, with changes to fair value recognized in net (loss) income. As a result, fluctuations in Bitcoin prices may impact our financial performance, including mark-to-market adjustments on Bitcoin, but does not reflect changes in our core operating performance.

Previous wording

The Company's business is not only impacted by the volatility in Bitcoin prices, but also by increases in the competition for Bitcoin production, specifically for Bitcoin mining. This increased competition is described as the network hashrate resulting from the growth in the overall quantity and quality of miners working to solve blocks on the Bitcoin blockchain, and the difficulty index associated with the secure hashing algorithm employed in solving the blocks. Increased difficulty reduces the mining proceeds of the equipment proportionally and eventually requires Bitcoin miners like the Company, to upgrade their equipment to remain profitable and compete effectively with other miners. Conversely, a decline in network hashrate results in a decrease in difficulty, increasing mining proceeds and profitability.

Current wording

Our business is not only impacted by the volatility in Bitcoin prices, but also by increases in the competition for Bitcoin production, specifically for Bitcoin mining. This increased competition is described as the network hashrate resulting from the growth in the overall quantity and quality of miners working to solve blocks on the Bitcoin blockchain, and the difficulty index associated with the secure hashing algorithm employed in solving the blocks. Increased difficulty reduces the mining proceeds of the equipment proportionally and eventually requires Bitcoin miners, like us, to upgrade our equipment to remain profitable and compete effectively with other miners. Conversely, a decline in network hashrate results in a decrease in difficulty, increasing mining proceeds and profitability.

Previous wording

Power costs are a significant component of the Company's cost to mine a Bitcoin. Power costs can be highly volatile and sensitive to various factors outside of the Company's control. The Company is subject to variable power prices and market rate fluctuations through its MCSA with Parent, through which power costs are incurred as a pass-through expense. Increased power costs impact the profitability of the Company's Bitcoin mining operations.

Current wording

Power costs are a significant component of our cost to mine a Bitcoin. Power costs can be highly volatile and sensitive to various factors outside of our control. We are subject to variable power prices and market rate fluctuations through our MCSA with Hut 8, through which power costs are incurred as a pass-through expense. Increased power costs impact the profitability of our Bitcoin mining operations.

Previous wording

In addition to the Company's results determined in accordance with GAAP, it relies on Adjusted EBITDA to evaluate its business, measure its performance, and make strategic decisions. Adjusted EBITDA is a non-GAAP financial measure. The Company defines Adjusted EBITDA as net income or loss, adjusted for impacts of interest expense, income tax (benefit) provision, depreciation and amortization, loss on sale of property and equipment, gain or loss on derivatives, gain on warrant liability, gain on debt extinguishment, the removal of non-recurring transactions, loss from discontinued operations, net of income tax benefit, and stock-based compensation expense in the period presented. You are encouraged to evaluate each of these adjustments and the reasons that the Company's Board of Directors (the "Board") and management team consider them appropriate for supplemental analysis.

Current wording

In addition to our results determined in accordance with GAAP, we rely on Adjusted EBITDA to evaluate our business, measure our performance, and make strategic decisions. Adjusted EBITDA is a non-GAAP financial measure. We define Adjusted EBITDA as net loss, adjusted for impacts of income tax benefit, depreciation and amortization, loss on sale of property and equipment, gain on derivatives, gain on warrant liability, the removal of non-recurring transactions, and stock-based compensation expense in the period presented. You are encouraged to evaluate each of these adjustments and the reasons that our Board and management team consider them appropriate for supplemental analysis.

Previous wording

The Board and the Company's management team use Adjusted EBITDA to assess its financial performance because it allows them to compare the Company's operating performance on a consistent basis across periods by removing the effects of the Company's capital structure (such as varying levels of interest expense and income), asset base (such as depreciation and amortization), and other items (such as non-recurring transactions mentioned above) that impact the comparability of financial results from period to period.

Current wording

Our Board and management team use Adjusted EBITDA to assess our financial performance because it allows them to compare our operating performance on a consistent basis across periods by removing the effects of our capital structure (such as varying levels of interest expense and income), asset base (such as depreciation and amortization), and other items (such as non-recurring transactions) that impact the comparability of financial results from period to period.

Previous wording

Net income (loss) is the GAAP measure most directly comparable to Adjusted EBITDA. In evaluating Adjusted EBITDA, you should be aware that in the future the Company may incur expenses that are the same as or similar to some of the adjustments in such presentation. The Company's presentation of Adjusted EBITDA should not be construed as an inference that its future results will be unaffected by unusual or non-recurring items. There can be no assurance that the Company will not modify the presentation of Adjusted EBITDA in the future, and any such modification may be material. Adjusted EBITDA has important limitations as an analytical tool and you should not consider Adjusted EBITDA in isolation or as a substitute for analysis of the Company's results as reported under GAAP. Because Adjusted EBITDA may be defined differently by other companies in the Company's industry, its definition of this non-GAAP financial measure may not be comparable to similarly titled measures of other companies, thereby diminishing its utility.

Current wording

Net loss is the GAAP measure most directly comparable to Adjusted EBITDA. In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in such presentation. Our presentation of Adjusted EBITDA should not be construed as an inference that its future results will be unaffected by unusual or non-recurring items. There can be no assurance that we will not modify the presentation of Adjusted EBITDA in the future, and any such modification may be material. Adjusted EBITDA has important limitations as an analytical tool and you should not consider Adjusted EBITDA in isolation or as a substitute for analysis of our results as reported under GAAP. Because Adjusted EBITDA may be defined differently by other companies in our industry, its definition of this non-GAAP financial measure may not be comparable to similarly titled measures of other companies, thereby diminishing its utility.

Previous wording

For a reconciliation to the Company's most directly comparable financial measure calculated and presented in accordance with GAAP, please see “—Results of Operations” below.

Current wording

For a reconciliation to our most directly comparable financial measure calculated and presented in accordance with GAAP, please see "—Results of Operations" below.

Previous wording

(1) Non-recurring transactions for the three months ended September 30, 2025 represent approximately $5.2 million of Merger related transaction costs. Non-recurring transactions for the three months ended September 30, 2024 represent approximately $0.4 million of restructuring costs.

Current wording

(1) There were no non-recurring transactions for the three months ended March 31, 2026. Non-recurring transactions for the three months ended March 31, 2025 represent approximately $1.3 million of transaction costs related to the Contributions.

Previous wording

Revenue was $64.2 million and $11.6 million for the three months ended September 30, 2025 and 2024, respectively. This $52.6 million increase was primarily due to increased mining efficiencies at the Medicine Hat and Salt Creek sites as a result of the Company's fleet upgrade, which not only involved the installation of higher-efficiency machines, but also targeted infrastructure upgrades at Parent's sites to support higher rack-level power density. Additionally, the Company's purchase of the Bitmain Miners at the Vega site under the ABTC Bitmain Purchase Agreement in August and September 2025 added an additional 14.86 EH/s to the Company's mining fleet. Both of these factors led to an increase in Bitcoin mined (563 Bitcoin mined during the three months ended September 30, 2025, versus 190 Bitcoin mined during the three months ended September 30, 2024). Additionally, there was an increase in the average revenue per Bitcoin mined from approximately $61,105 to approximately $114,097 due to an increase in the price of Bitcoin.

Current wording

Revenue was $62.1 million and $12.3 million for the three months ended March 31, 2026 and 2025, respectively. This $49.8 million increase was primarily due to improved mining efficiencies at the Medicine Hat and Salt Creek sites following our fleet upgrade. The upgrade included the installation of higher-efficiency machines and targeted infrastructure enhancements at Hut 8's sites to support higher rack-level power density. In addition, deployment of Bitcoin miners at the Vega site in August and September 2025 added approximately 14.86 EH/s to our mining fleet. As a result, Bitcoin production increased to 817 Bitcoin mined during the three months ended March 31, 2026, compared to 135 Bitcoin mined during the three months ended March 31, 2025. This increase was partially offset by a decrease in the average revenue per Bitcoin mined to approximately $76,077 from approximately $91,500 for the three months ended March 31, 2026 and 2025, respectively.

Previous wording

Prior to the Transactions on March 31, 2025, the Company operated as the "Bitcoin mining" sub-segment of Parent's "Compute" segment and not as a standalone company; therefore, its primary sources of liquidity included cash from Hut 8, proceeds from sales of Bitcoin, Parent’s strategic Bitcoin reserve, and capital raised from investors.

Current wording

Prior to the Transactions on March 31, 2025, we operated as the "Bitcoin mining" sub-segment of Hut 8's "Compute" segment and not as a standalone company; therefore, our primary sources of liquidity included cash from Hut 8, proceeds from sales of Bitcoin, Hut 8’s strategic Bitcoin reserve, and capital raised from investors.

Previous wording

Subsequent to the effectuation of the Transactions, the Company's primary sources of liquidity include capital raised from investors, including equity sales, and its strategic Bitcoin reserve, which it started to accumulate following the effectiveness of the Transactions on April 1, 2025. The Company's primary cash needs are for Bitcoin purchases to pursue its Bitcoin accumulation strategy, working capital to support its operations, and equipment financing, including the purchase of additional Bitcoin miners.

Current wording

Subsequent to the effectuation of the Transactions, our primary sources of liquidity included capital raised from investors, including equity sales and our strategic Bitcoin reserve, which we started to accumulate following the effectiveness of the Transactions on April 1, 2025. Our primary cash needs are for Bitcoin purchases to pursue our Bitcoin accumulation strategy, working capital to support our operations and growth, and equipment financing, including the purchase of additional Bitcoin miners.

Previous wording

On September 3, 2025, the Company entered into a Controlled Equity Offering Sales Agreement to establish the 2025 ATM, allowing the Company to offer and sell up to $2.1 billion of its Class A common stock from time to time. From the launch of the 2025 ATM to September 30, 2025, the Company issued and sold 11,017,341 shares of its Class A common stock under the 2025 ATM for gross proceeds of $90.0 million, at a weighted average issuance price per share of $8.17, and incurred issuance costs of $2.0 million. During the period from October 1, 2025 to November 13, 2025, the Company issued and sold 7,178,767 shares of its Class A common stock for gross proceeds of $44.1 million.

Current wording

On September 3, 2025, we entered into a Controlled Equity Offering Sales Agreement to establish the 2025 ATM (the "2025 ATM"), allowing us to offer and sell up to $2.1 billion of our Class A common stock from time to time. From inception to March 31, 2026, we issued and sold 149,553,691 shares of Class A common stock under our 2025 ATM for gross proceeds of $351.5 million.

Previous wording

The Company's ability to meet its anticipated cash requirements will depend on various factors including its ability to maintain its existing business, compete with existing and new competitors in existing and new markets and offerings, pursue strategic transactions, access capital markets, and respond to global and domestic economic, geopolitical, social conditions and their impact on demand for the Company's offerings.

Current wording

Our ability to meet our anticipated cash requirements will depend on various factors including our ability to maintain our existing business, compete with existing and new competitors in existing and new markets and offerings, pursue strategic transactions, access public and private capital markets, and respond to global and domestic economic, political, social conditions, and their impact on demand for our offerings.

Previous wording

The Company believes that cash flows generated from capital raised from investors and its strategic Bitcoin reserve will meet its anticipated cash requirements in the short-term and long-term.

Current wording

We believe that cash flows generated from capital raised from investors and the Bitcoin on our balance sheet will meet our anticipated cash requirements in the short-term and long-term.

Previous wording

The following table summarizes our cash flows for the nine months ended September 30, 2025 and September 30, 2024:

Current wording

The following table summarizes our cash flows for the three months ended March 31, 2026 and 2025:

Previous wording

Net cash used in operating activities was $43.1 million and $77.6 million for the nine months ended September 30, 2025 and 2024, respectively. Net cash used in operating activities for nine months ended September 30, 2025 resulted from a net loss of 93.7 million, partially offset by deduction of non-cash adjustments of $8.9 million and favorable changes in working capital of $41.7 million. Net cash used in operating activities for the nine months ended September 30, 2024, resulted from net income of $168.8 million, partially offset by deduction of non-cash adjustments of $227.5 million and unfavorable changes in working capital of $18.9 million.

Current wording

Net cash used in operating activities was $42.5 million and $44.7 million for the three months ended March 31, 2026 and 2025, respectively. Net cash used in operating activities for three months ended March 31, 2026 resulted primarily from a net loss of $81.8 million, partially offset by non-cash adjustments of $55.4 million and unfavorable changes in working capital of $16.1 million. Net cash used in operating activities for the three months ended March 31, 2025 resulted primarily from net loss of $100.6 million, partially offset by deduction of non-cash adjustments of $70.3 million and unfavorable changes in working capital of $14.4 million.

Previous wording

Net cash used in investing activities totaled $280.9 million for the nine months ended September 30, 2025, primarily consisting of $287.8 million of Bitcoin purchased, partially offset by $3.4 million in proceeds from the sale of digital assets, $2.6 million in proceeds from the sale of property and equipment, and $0.9 million acquired as part of the Mergers. Net cash provided by investing activities totaled $35.4 million for the nine months ended September 30, 2024, consisting of $63.4 million in proceeds from Bitcoin sales, partially offset by $24.4 million in deposits paid to purchase property and equipment and $3.6 million in purchases of property and equipment.

Current wording

Net cash used in investing activities totaled $61.8 million for the three months ended March 31, 2026, primarily consisting of $61.3 million of Bitcoin purchases and $0.5 million in deposits paid to purchase Bitcoin miners and mining equipment. Net cash provided by investing activities totaled $6.0 million for the three months ended March 31, 2025, consisting of $3.4 million in proceeds from Bitcoin sales, and $2.6 million in proceeds from sales of property and equipment.

Previous wording

Net cash provided by financing activities was $331.9 million for the nine months ended September 30, 2025, which was primarily a result of $955.2 million of non-cash adjustment from the effectuation of the Transactions on March 31, 2025, $205.3 million from the issuance of Class A common stock in June 2025 private placement, net of fees, and $88.0 million from the issuance of Class A common stock through the 2025 ATM, net of fees. These were partially offset by the issuance of $115.8 million of shares of Class B common stock to Parent in accordance with the Transactions and to settle the net Parent investment of $800.8 million. Net cash provided by financing activities was $42.2 million for the nine months ended September 30, 2024, primarily consisting of $32.8 million of net Parent investment and $20.8 million of net proceeds from covered call premiums, partially offset by $11.5 million in loan repayments.

Current wording

Net cash provided by financing activities was $110.5 million for the three months ended March 31, 2026, which was primarily a result of $110.5 million from the issuance of our Class A common stock through the 2025 ATM, net of fees. Net cash provided by financing activities was $38.6 million for the three months ended March 31, 2025, primarily consisting of $38.6 million of net Hut 8 investment.

Previous wording

The Company's management’s discussion and analysis of its financial condition and results of operations is based on its Unaudited Condensed and Combined Financial Statements, which have been prepared in accordance with GAAP. The preparation of these Unaudited Condensed and Combined Financial Statements requires the Company to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. The Company evaluates its estimates and assumptions on an ongoing basis and bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for the judgments the Company makes about the carrying value of assets and liabilities that are not readily apparent from other sources. Because these estimates can vary depending on the situation, actual results may differ from these estimates. Making estimates and judgments about future events is inherently unpredictable and is subject to significant uncertainties, some of which are beyond the Company's control. Should any of these estimates and assumptions change or prove to have been incorrect, it could have a material impact on the Company's results of operations, financial position, and statement of cash flows.

Current wording

Our management’s discussion and analysis of our financial condition and results of operations is based on our Unaudited Condensed Consolidated and Combined Financial Statements, which have been prepared in accordance with GAAP. The preparation of these Unaudited Condensed Consolidated and Combined Financial Statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. We evaluate our estimates and assumptions on an ongoing basis and base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for the judgments we make about the carrying value of assets and liabilities that are not readily apparent from other sources. Because these estimates can vary depending on the situation, actual results may differ from these estimates. Making estimates and judgments about future events is inherently unpredictable and is subject to significant uncertainties, some of which are beyond our control. Should any of these estimates and assumptions change or prove to have been incorrect, it could have a material impact on our results of operations, financial position, and statement of cash flows.