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American Bitcoin Corp.

For the period ended Jun 30, 2026. Filed Aug 3, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 3, 2026

ABTC$5.35+0.8%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-03-31; filed 2026-05-06.

0001193125-26-209008

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-06-30; filed 2026-08-03.

0001193125-26-329472

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 84 previous paragraphs and 104 current paragraphs.

65 unchanged; 17 reworded; 17 added; 2 removed; 0 previous and 5 current paragraphs rearranged.

Tables are not compared: 3 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (17)

Current report

Reverse Stock Split. On June 22, 2026, at our Annual Meeting of Stockholders, our stockholders approved a proposal to authorize our board of directors to amend our Second Amended and Restated Certificate of Incorporation, as Amended (the "Charter") to effect a reverse stock split at a ratio within a range of 1-for-5 and 1-for-40 (or any number in between), as determined by our board of directors in its discretion. Following the completion of the Annual Meeting of Stockholders, on June 22, 2026, our board of directors approved the reverse stock split at a ratio of 1-for-15. On July 2, 2026, we filed an amendment to our Charter to effect a reverse stock split at a ratio of 1-for-15 of our outstanding shares of common stock. Our Class A common stock began trading on a split-adjusted basis under the symbol "ABTC" on July 6, 2026.

Current report

Cost of revenue was $34.0 million and $15.3 million for the three months ended June 30, 2026 and 2025, respectively. This $18.7 million increase was primarily driven by higher energy consumption following the deployment of Bitcoin miners at the Vega site in August and September 2025, which added approximately 14.86 EH/s to our mining fleet, and the Drumheller site in March and April 2026, which added approximately 3.05 EH/s to our mining fleet.

Current report

Income tax provision was $1.4 million and $1.0 million for the three months ended June 30, 2026 and 2025, respectively. This $0.4 million decrease in income tax benefit was primarily due to a change in valuation allowance, reflecting management's assessment of the extent to which deferred tax assets are more likely than not to be realized.

Current report

Revenue was $129.1 million and $42.6 million for the six months ended June 30, 2026 and 2025, respectively. This $86.5 million increase was primarily due to the deployment of Bitcoin miners at the Vega site in August and September 2025, which added approximately 14.86 EH/s to our mining fleet, and the deployment of Bitcoin miners at the Drumheller site in March and April 2026, which added approximately 3.05 EH/s to our mining fleet. As a result, Bitcoin production increased to approximately 1,749 Bitcoin mined during the six months ended June 30, 2026, compared to approximately 443 Bitcoin mined during the six months ended June 30, 2025. This increase was partially offset by a decrease in the average revenue per Bitcoin mined to approximately $73,868 from approximately $96,321 for the six months ended June 30, 2026 and 2025, respectively.

Current report

Cost of revenue was $63.6 million and $27.0 million for the six months ended June 30, 2026 and 2025, respectively. This $36.6 million increase was primarily driven by higher energy consumption following the deployment of the Bitcoin miners at the Vega site in August and September 2025, which added approximately 14.86 EH/s to our mining fleet, and the deployment of Bitcoin miners at the Drumheller site in March and April 2026, which added approximately 3.05 EH/s to our mining fleet.

Current report

Income tax provision was $2.4 million for the six months ended June 30, 2026, compared to an income tax benefit of $12.5 million for the six months ended June 30, 2025. This $14.9 million decrease in income tax benefit was primarily driven by a change in valuation allowance, reflecting management's assessment of the extent to which deferred tax assets are more likely than not to be realized.
Removed paragraphs (2)

Previous report

Cost of revenue was $29.6 million and $11.7 million for the three months ended March 31, 2026 and 2025, respectively. This $17.9 million increase was primarily due to higher uptime resulting from the fleet upgrade that was completed in April 2025 at the Medicine Hat and Salt Creek sites. It was also driven by our deployment of the Bitcoin miners at the Vega site in August and September 2025, which added approximately 14.86 EH/s to our mining fleet.

Previous report

Income tax provision was $0.9 million or the three months ended March 31, 2026, compared to an income tax benefit of $13.5 million for the three months ended March 31, 2025. This $14.4 million decrease in income tax benefit was primarily due to the loss on digital assets for the three months ended March 31, 2026, which was driven by Hut 8 retaining a portion of its Bitcoin on its standalone balance sheet and a decrease in the market price of Bitcoin during the period. This loss reduced pre-tax income and, in turn, increased the income tax benefit recognized for the period.
Reworded paragraphs (17)

Previous wording

Expansion of Mining Fleet. In February 2026, we purchased ~11,298 Bitcoin miners, representing 3.05 exahash per second ("EH/s") at 13.5 joules per terahash ("J/TH"). Our operational fleet, which reflects the portion of the owned fleet that is installed and energized, grew to approximately 59,000 miners, representing approximately 25.0 EH/s at an average efficiency of 14.1 J/TH. The delivery and deployment of the additional Bitcoin miners was completed in April 2026, increasing our total owned fleet capacity from 25.0 to 28.1 EH/s while improving overall portfolio efficiency from 16.3 to 16.0 J/TH.

Current wording

Energization of Drumheller. In April 2026, we completed the delivery and deployment of ~11,298 Bitmain miners, representing 3.05 exahash per second ("EH/s") at 13.5 joules per terahash ("J/TH"), at the Drumheller site.

Previous wording

Scaled Bitcoin Reserve. As of March 31, 2026, we accumulated approximately 7,021 Bitcoin in reserve, positioning us among the top 16 publicly traded Bitcoin treasury companies based on total Bitcoin holdings. Our Bitcoin in reserve included 3,090 Bitcoin pledged for miner purchases as of March 31, 2026.

Current wording

Scaled Bitcoin Reserve. As of June 30, 2026, we accumulated approximately 8,000 Bitcoin in reserve, positioning us among the top 16 publicly traded Bitcoin treasury companies based on total Bitcoin holdings. Our Bitcoin in reserve included 3,090 Bitcoin pledged for miner purchases as of June 30, 2026.

Previous 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.

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 or income, adjusted for impacts of income tax (provision) benefit, depreciation and amortization, 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

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.

Current wording

Net loss or income 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

(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.

Current wording

(1) There were no non-recurring transactions for the three months ended June 30, 2026. Non-recurring transactions for the three months ended June 30, 2025 represent approximately $0.9 million of Merger related transaction costs.

Previous 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.

Current wording

Revenue was $67.0 million and $30.3 million for the three months ended June 30, 2026 and 2025, respectively. This $36.7 million increase was primarily driven by higher Bitcoin production following the deployment of miners at the Vega site in August and September 2025, which added approximately 14.86 EH/s to our mining fleet, and at the Drumheller site in March and April 2026, which added approximately 3.05 EH/s to our mining fleet. As a result, Bitcoin production increased to approximately 932 Bitcoin mined during the three months ended June 30, 2026, compared to approximately 308 Bitcoin mined during the three months ended June 30, 2025. This increase was partially offset by a decrease in the average revenue per Bitcoin mined to approximately $71,932 from approximately $98,425 for the three months ended June 30, 2026 and 2025, respectively.

Previous wording

Depreciation and amortization expense was $26.6 million and $6.4 million for the three months ended March 31, 2026 and 2025, respectively. The $20.2 million increase was primarily attributable to higher depreciation expense resulting from the fleet upgrade and the deployment of the Bitcoin miners at the Vega site in August and September 2025, which increased our depreciable asset base.

Current wording

Depreciation and amortization expense was $28.2 million and $10.0 million for the three months ended June 30, 2026 and 2025, respectively. The $18.2 million increase was primarily attributable to higher depreciation expense resulting from the deployment of the Bitcoin miners at the Vega site in August and September 2025, and at the Drumheller site in March and April 2026 which increased our depreciable asset base.

Previous wording

General and administrative ("G&A") expenses were $6.9 million and $14.4 million for the three months ended March 31, 2026 and 2025, respectively, representing a decrease of $7.5 million. The decrease was primarily driven by (i) a $2.7 million decrease in general, marketing, and other administrative expenses due to streamlined back-office operations, (ii) a $2.3 million decrease in salaries and benefits due to reduced headcount, (iii) a $1.8 million decrease in stock-based compensation expense, and (iv) a $1.3 million decrease in transaction costs, partially offset by a $0.8 million increase in insurance expense due to higher coverage requirements as a standalone public company.

Current wording

General and administrative ("G&A") expenses were $7.7 million and $3.6 million for the three months ended June 30, 2026 and 2025, respectively, representing an increase of $4.1 million. The increase was primarily driven by (i) a $1.6 million increase in salaries and benefits as a result of an increase in headcount, (ii) a $1.5 million increase in insurance expense due to higher coverage requirements as a standalone public company, and (iii) a $0.8 million increase in stock-based compensation expense, as no stock-based compensation plan was in place during the prior-year period.

Previous wording

Loss on digital assets were $117.2 million and $112.4 million for the three months ended March 31, 2026 and 2025, respectively. In connection with the Transactions on March 31, 2025, Hut 8's Bitcoin remained with Hut 8. As a result, immediately following the effectuation of the Transactions, we held no Bitcoin on our balance sheet. Starting April 1, 2025, we began to build our own strategic Bitcoin reserve. In the three months ended March 31, 2026, Bitcoin price declined from approximately $87,498 to approximately $68,222. In the three months ended March 31, 2025, Bitcoin price declined from approximately $93,354 to approximately $82,534.

Current wording

Loss on digital assets was $188.4 million and $109.4 million for the six months ended June 30, 2026 and 2025, respectively. In connection with the Transactions on March 31, 2025, Hut 8's Bitcoin remained with Hut 8. As a result, immediately following the effectuation of the Transactions, we held no Bitcoin on our balance sheet. Starting April 1, 2025, we began to build our own strategic Bitcoin reserve. In the six months ended June 30, 2026, Bitcoin price declined from approximately $87,498 to approximately $59,847. In the six months ended June 30, 2025, Bitcoin price increased from approximately $93,354 to approximately $107,173.

Previous wording

Other income was $37.4 million and $20.9 million for the three months ended March 31, 2026 and 2025, respectively. The $16.5 million increase was primarily driven by a $16.4 million increase in gain on derivatives related to the Bitcoin redemption and put options with Bitmain.

Current wording

Other income was $55.7 million and $20.9 million for the six months ended June 30, 2026 and 2025, respectively. The $34.8 million increase was primarily driven by a $34.7 million increase in gain on derivatives related to the Bitcoin redemption and put options with Bitmain.

Previous 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.

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 and infrastructure.

Previous 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.

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 June 30, 2026, we issued and sold 12,121,321 shares of Class A common stock under our 2025 ATM for gross proceeds of $385.2 million.

Previous 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.

Current wording

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

Previous wording

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

Current wording

The following table summarizes our cash flows for the six months ended June 30, 2026 and 2025:

Previous 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.

Current wording

Net cash used in operating activities was $63.8 million and $44.0 million for the six months ended June 30, 2026 and 2025, respectively. Net cash used in operating activities for six months ended June 30, 2026 resulted primarily from a net loss of $138.9 million, partially offset by non-cash adjustments of $81.6 million and unfavorable changes in working capital of $6.5 million. Net cash used in operating activities for the six months ended June 30, 2025 resulted primarily from net loss of $97.2 million, partially offset by deduction of non-cash adjustments of $48.1 million and favorable changes in working capital of $5.1 million.

Previous 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.

Current wording

Net cash used in investing activities totaled $65.8 million for the six months ended June 30, 2026, primarily consisting of $65.3 million of Bitcoin purchases and $0.4 million in deposits paid towards the purchase of Bitcoin miners and mining equipment. Net cash provided by investing activities totaled $6.0 million for the six months ended June 30, 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 $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.

Current wording

Net cash provided by financing activities was $144.1 million for the six months ended June 30, 2026, which was primarily a result of $144.1 million from the issuance and sale of our Class A common stock through the 2025 ATM, net of fees. Net cash provided by financing activities was $244.0 million for the six months ended June 30, 2025, primarily consisting of $205.3 million from the issuance and sale of our Class A common stock through the 2025 ATM, net of fees and $38.6 million of net Hut 8 investment.
Rearranged current paragraphs (5)

Current report — wording carried from elsewhere

Loss on digital assets was $71.2 million for the three months ended June 30, 2026 and gains on digital assets were $3.0 million for the three months ended June 30, 2025. In connection with the Transactions on March 31, 2025, Hut 8's Bitcoin remained with Hut 8. As a result, immediately following the effectuation of the Transactions, we held no Bitcoin on our balance sheet. Starting April 1, 2025, we began to build our own strategic Bitcoin reserve. In the three months ended June 30, 2026, Bitcoin price declined from approximately $68,222 to approximately $59,847. In the three months ended June 30, 2025, Bitcoin price increased from approximately $82,534 to approximately $107,173.

Current report — wording carried from elsewhere

Other income was $18.3 million and nil for the three months ended June 30, 2026 and 2025, respectively. The $18.3 million increase was primarily driven by a $18.3 million increase in gain on derivatives related to the Bitcoin redemption and put options with Bitmain.

Current report — wording carried from elsewhere

(1) There were no non-recurring transaction costs for the six months ended June 30, 2026. Non-recurring transactions for the six months ended June 30, 2025 represent approximately $2.2 million of transaction costs related to the Contributions.

Current report — wording carried from elsewhere

Depreciation and amortization expense was $54.9 million and $16.4 million for the six months ended June 30, 2026 and 2025, respectively. The $38.5 million increase was primarily attributable to higher depreciation expense resulting from the fleet upgrade and the deployment of the Bitcoin miners at the Vega site in August and September 2025, and at the Drumheller site in March and April 2026, which increased our depreciable asset base.

Current report — wording carried from elsewhere

G&A expenses were $14.6 million and $18.0 million for the six months ended June 30, 2026 and 2025, respectively, representing a decrease of $3.4 million. The decrease was primarily driven by (i) a $2.2 million decrease in transaction costs as the Mergers were completed in 2025, and (ii) a $1.5 million decrease in general, marketing, and other administrative expenses due to streamlined back-office operations.