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American Bitcoin Corp.

For the period ended Sep 30, 2026. Filed Nov 4, 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.

Sep 30, 2026 · Filed Nov 4, 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 2026-06-30; filed 2026-08-03.

0001193125-26-329472

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

Current report: 10-Q

Period ended 2026-09-30; filed 2026-11-04.

0001193125-26-447413

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 104 previous paragraphs and 103 current paragraphs.

72 unchanged; 21 reworded; 10 added; 10 removed; 1 previous and 0 current paragraphs rearranged.

Tables are not compared: 5 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 (10)

Current report

General and administrative ("G&A") expenses were $2.8 million and $8.1 million for the three months ended September 30, 2026 and 2025, respectively, representing a decrease of $5.3 million. The decrease was primarily due to $5.2 million of Merger-related transaction costs in the three months ended September 30, 2025, while no non-recurring transactions costs were incurred in the three months ended September 30, 2026.

Current report

Gain on digital assets was $197.3 million for the three months ended September 30, 2026, compared to a loss on digital assets of $5.5 million for the three months ended September 30, 2025. The gain in the three months ended September 30, 2026 reflects the increase in Bitcoin prices from approximately $59,847 to approximately $83,415, applied to our Bitcoin reserve, which grew to approximately 8,427 Bitcoin as of September 30, 2026. The loss in the three months ended September 30, 2025 was due to the price of Bitcoin of approximately $114,068 as of September 30, 2025 being lower than the average cost basis on approximately 3,418 Bitcoin, most of which had been accumulated by us during the same three months ended September 30, 2025, as we began to build our strategic Bitcoin reserve following the Transactions.

Current report

G&A expenses were $17.3 million and $26.1 million for the nine months ended September 30, 2026 and 2025, respectively, representing a decrease of $8.7 million. The decrease was primarily due to $7.5 million of Merger related transaction costs in the nine months ended September 30, 2025, whereas there were no non-recurring transaction costs and lower general and office expenses incurred in the nine months ended September 30, 2026, partially offset by higher insurance and professional fees as a standalone public company.

Current report

Gain on digital assets was $9.0 million for the nine months ended September 30, 2026, compared to a loss on digital assets of $114.8 million for the nine months ended September 30, 2025. In the nine months ended September 30, 2026, the price of Bitcoin declined from approximately $87,498 to approximately $83,415, reducing the value of our Bitcoin reserve held at the start of the year. This was more than offset by the appreciation of Bitcoin mined and purchased during the period at an average cost of approximately $73,815 per Bitcoin. The loss in the nine months ended September 30, 2025 resulted primarily from the change in the price of Bitcoin prior to the Transactions, when Hut 8's strategic Bitcoin reserve was included in our combined financial statements. During the period prior to the Transactions, the price of Bitcoin declined from approximately $93,354 as of December 31, 2024 to approximately $82,534 as of March 31, 2025, resulting in a $112.4 million loss. Following the Transactions, Hut 8's strategic Bitcoin reserve remained with Hut 8, and we began building our own strategic Bitcoin reserve on April 1, 2025 as a standalone company.

Current report

Other expense was $8.6 million for the nine months ended September 30, 2026, compared to other income of $18.9 million for the nine months ended September 30, 2025. The $27.5 million decrease was primarily driven by a $27.5 million change in the fair value of derivatives, from a gain of $18.9 million to a loss of $8.7 million related to the Bitcoin redemption and put options with Bitmain.
Removed paragraphs (10)

Previous report

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 report

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.

Previous report

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.

Previous report

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 report

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.
Reworded paragraphs (21)

Previous 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.

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 Statement 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

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.

Current wording

Scaled Bitcoin Reserve. As of September 30, 2026, we accumulated approximately 8,427 Bitcoin in reserve, positioning us among the top 15 publicly traded Bitcoin treasury companies based on total Bitcoin holdings. Our Bitcoin in reserve included 3,090 Bitcoin pledged for miner purchases as of September 30, 2026.

Previous 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.

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 income (loss). 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

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.

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, loss on sale of property and equipment, (loss) 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

(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.

Current wording

(1) There were no non-recurring transactions for the three months ended September 30, 2026. Non-recurring transactions for the three months ended September 30, 2025 represent approximately $5.2 million of Merger related transaction costs.

Previous 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.

Current wording

Revenue was $63.4 million and $64.2 million for the three months ended September 30, 2026 and 2025, respectively. This $0.9 million decline was primarily driven by a decline in the average revenue per Bitcoin mined to approximately $71,087 from approximately $114,097 for the three months ended September 30, 2026 and 2025, respectively. This decrease was partially offset by significantly higher Bitcoin production resulting from a full quarter of production from 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 891 Bitcoin mined during the three months ended September 30, 2026, compared to approximately 563 Bitcoin mined during the three months ended September 30, 2025.

Previous wording

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 wording

Cost of revenue was $37.5 million and $28.3 million for the three months ended September 30, 2026 and 2025, respectively. This $9.2 million increase was primarily driven by higher energy consumption and higher power costs resulting from a full quarter of production from 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.

Previous 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.

Current wording

Depreciation and amortization expense was $28.6 million and $15.2 million for the three months ended September 30, 2026 and 2025, respectively. The $13.4 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

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 wording

Other expense was $64.3 million and $2.0 million for the three months ended September 30, 2026 and 2025, respectively. The $62.3 million increase was primarily driven by a $62.3 million increase in losses on derivatives related to the Bitcoin redemption and put options with Bitmain.

Previous wording

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 wording

Income tax provision was $1.6 million and $1.8 million for the three months ended September 30, 2026 and 2025, respectively. This $0.2 million decrease in income tax provision 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.

Previous wording

(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 wording

(1) There were no non-recurring transaction costs for the nine months ended September 30, 2026. Non-recurring transactions for the nine months ended September 30, 2025 represent approximately $7.5 million of Merger related transaction costs.

Previous wording

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 wording

Revenue was $192.5 million and $106.8 million for the nine months ended September 30, 2026 and 2025, respectively. This $85.6 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 2,639 Bitcoin mined during the nine months ended September 30, 2026, compared to approximately 1,006 Bitcoin mined during the nine months ended September 30, 2025. This increase was partially offset by a decrease in the average revenue per Bitcoin mined to approximately $72,929 from approximately $106,206 for the nine months ended September 30, 2026 and 2025, respectively.

Previous wording

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 wording

Cost of revenue was $101.1 million and $55.3 million for the nine months ended September 30, 2026 and 2025, respectively. This $45.9 million increase was primarily driven by higher energy consumption and higher power costs 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.

Previous wording

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 wording

Depreciation and amortization expense was $83.4 million and $31.6 million for the nine months ended September 30, 2026 and 2025, respectively. The $51.8 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.

Previous wording

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.

Current wording

Income tax provision was $3.9 million for the nine months ended September 30, 2026, compared to an income tax benefit of $10.8 million for the nine months ended September 30, 2025. This $14.7 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.

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 and infrastructure.

Current wording

Subsequent to the effectuation of the Transactions, our primary sources of liquidity included capital raised from investors, including equity sales, our Bitcoin mining production, and our strategic Bitcoin reserve, which we started to accumulate following the effectiveness of the Transactions on April 1, 2025. During the three months ended September 30, 2026, we sold approximately 465 Bitcoin for proceeds of $36.3 million to cover our operating expenses. Our primary cash needs are for working capital to support our operations and growth, equipment financing, including the purchase of additional Bitcoin miners and infrastructure, and Bitcoin purchases to pursue our Bitcoin accumulation strategy.

Previous wording

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

Current wording

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

Previous 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.

Current wording

Net cash used in operating activities was $72.4 million and $43.1 million for the nine months ended September 30, 2026 and 2025, respectively. Net cash used in operating activities for the nine months ended September 30, 2026 resulted primarily from a net loss of $13.0 million, unfavorable changes in working capital of $21.4 million, and non-cash adjustments of $74.4 million, partially offset by $36.3 million of proceeds from sale of digital assets. Net cash used in operating activities for the nine months ended September 30, 2025 resulted primarily from 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.

Previous 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.

Current wording

Net cash used in investing activities totaled $68.1 million for the nine months ended September 30, 2026, primarily consisting of $65.3 million of Bitcoin purchases and $2.3 million from purchases of Bitcoin miners and mining equipment. 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.

Previous 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.

Current wording

Net cash provided by financing activities was $144.1 million for the nine months ended September 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 $331.9 million for the nine months ended September 30, 2025, which was primarily a result of $205.3 million from the issuance of Class A common stock in June 2025 private placement, net of fees, $88.0 million from the issuance of Class A common stock through the 2025 ATM, net of fees, and $38.6 million of net Hut 8 investment.

Previous wording

While our significant accounting policies and estimates are described in more detail in Note 2. Significant Accounting Policies and Recent Accounting Pronouncements in our Unaudited Condensed Consolidated and Combined Financial Statements included elsewhere in this Quarterly Report, we believe the following accounting policies and estimates are most critical to understanding and evaluating this management discussion and analysis:

Current wording

While our significant accounting policies and estimates are described in more detail in Note 2. Basis of presentation, summary of significant accounting policies, and recent accounting pronouncements in our Unaudited Condensed Consolidated and Combined Financial Statements included elsewhere in this Quarterly Report, we believe the following accounting policies and estimates are most critical to understanding and evaluating this management discussion and analysis:
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

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.