Bit Digital, Inc
For the period ended Jun 30, 2026. Filed Aug 13, 2026.
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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 13, 2026
BTBT$0.73+3.9%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-15.
0001213900-26-057116
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-13.
0001213900-26-088709
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe 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 278 previous paragraphs and 388 current paragraphs.
148 unchanged; 93 reworded; 109 added; 36 removed; 1 previous and 38 current paragraphs rearranged.
Tables are not compared: 13 previous and 19 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 (109)
Current report
As the business grows, WhiteFiber’s ability to fund its operating needs will depend on the ongoing ability to generate positive cash flow from our operations and raise capital in the capital markets. Accordingly, WhiteFiber has entered into certain credit facilities to finance these areas of growth, including the RBC Facility Agreement discussed here. Refer toLiquidity and capital resourcesfor further discussion on this Facility and other credit facilities of WhiteFiber.
Current report
RBC Credit Facility
Current report
On June 18, 2025, WhiteFiber entered into a non-recourse credit agreement with RBC (as subsequently amended on July 4, 2025, the “original credit agreement”) providing for an aggregate of up to approximately CAD 60 million (approximately $43.8 million) of financing intended primarily to refinance the buildout of MTL-2 and to provide $5.8 million of revolving term financing. The facilities had not been authorized for use by the lender, as certain conditions precedent had not yet been satisfied, and accordingly no amounts were drawn and no borrowings were available under the original credit agreement.
Current report
On April 27, 2026, WhiteFiber entered into an amended credit agreement with RBC, replacing the original credit agreement dated June 18, 2025, as amended on July 4, 2025. The amended credit agreement provided for an authorized credit facility of CAD $28 million (approximately $20 million), the proceeds of which were used to finance the acquisition of the MTL-3 facility. The amended credit agreement also included a CAD $8 million (approximately $5.8 million) revolving facility in the form of Letters of Credit and Letters of Guarantee, available for a 12-month term. On July 15, 2026, the amended credit agreement was repaid in full and refinanced through the Syndicated RBC Credit Facility Agreement described below; the revolving Letters of Credit and Letters of Guarantee facility remains in place.
Current report
On July 6, 2026, WhiteFiber’s wholly-owned subsidiary, Enovum Data Center Corp entered into a syndicated credit agreement with a group of lenders and RBC as administrative agent. The Syndicated Credit Facility Agreement provides for an aggregate of up to approximately CAD $115 million (approximately $80.8 million) to refinance the Amended Credit Agreement and finance its data centers business. The agreement also includes an accordion feature that permits WhiteFiber to increase by up to an additional CAD $25 million (approximately $17.7 million) to refinance the Amended Credit Agreement, subject to the satisfaction of specified conditions. The Syndicated Credit Facility Agreement is a non-revolving facility, and amounts repaid or prepaid may not be reborrowed.
Current report
The Syndicated Credit Facility is secured by first-ranking security interests over substantially all present and future personal property and assets of the borrower and the guarantors, together with first-ranking mortgages on certain owned real estate, including WhiteFiber’s MTL-2 and MTL-3 properties and related improvements and equipment.
Current report
On July 15, 2026, WhiteFiber drew a CORRA loan amount of CAD $36.8 million (approximately $26.2 million) under the Syndicated Credit Facility Agreement.
Current report
WhiteFiber is also developing a capital-light managed services offering through which customers would fund the underlying hardware while WhiteFiber deploys and operates it on their behalf. This offering has not yet generated material revenue.
Current report
Customer Base and Concentration
Current report
As of the date of this Form 10-Q, WhiteFiber has seven existing customers. Its largest customer accounted for approximately 63% of WhiteFiber’s revenue during the six months ended June 30, 2026. During the period WhiteFiber had discontinuation of three customer orders. The discontinued orders resulted in approximately $5.1M impact to revenue during the six months ended June 30, 2026. However, there were new customer orders contracted in the six months ended June 30, 2026 and through the date of this Form 10-Q for total contracted revenue of $635.8M over a six months to three-year period.
Current report
Discontinued customer agreements during the six months ended June 30, 2026 and through the date of this Form 10-Q include: (i) WhiteFiber’s Initial Customer, following execution of the Termination Agreement described below; (ii) a customer whose Master Services Agreement and related purchase order, as previously amended, was terminated in January 2026; and (iii) a customer whose service order, entered into in January 2026, was terminated during the period.
Current report
New customer agreements signed during the six months ended June 30, 2026 and through the date of this Form 10-Q include new service orders entered into with existing customers for additional GPU and CPU/storage capacity, as well as new service orders entered into with new customers, in each case as further described below.
Current report
Selected Customer Agreements
Current report
In the second quarter of 2026, WhiteFiber executed a termination agreement (the “Termination Agreement”) with the Initial Customer. The Termination Agreement preserved $12.5 million of previously invoiced, unpaid trade receivables. This preserved balance was fully collected as of June 30, 2026. Prepayment and service deposit balances were applied against other outstanding receivables and WhiteFiber recognized a bad debt expense of approximately $2.2 million for the unpreserved remaining receivable balance outstanding. Additionally, under the Termination Agreement the Initial Customer is obligated to pay WhiteFiber a fixed termination fee of $12.3 million that was recognized as revenue during the second quarter of 2026. Subsequently, after quarter-end, the termination fee was amended to $15.7 million. The amended amount of $15.7 million remains outstanding as of the date of this Form 10-Q. Following the service pause and termination of the agreement, WhiteFiber redeployed the GPUs previously allocated to the Initial Customer to other customers.
Current report
In April 2026, WhiteFiber entered into another service order with the customer to provide CPU and storage server services. The service order has an initial term of 24 months beginning on the services commencement date. The service order represents an aggregate revenue opportunity of approximately $0.8 million. The deployment and revenue generation began in the second quarter of 2026.
Current report
New Business Developments
Current report
In May 2026, WhiteFiber entered into a five-year agreement to provide AI compute infrastructure for an investment-grade technology customer in the Paris region utilizing advanced NVIDIA GPU systems, with total contract value in excess of $160 million. Service under this agreement, which was previously expected to commence in July 2026, is now expected to commence in September 2026, subject to final equipment delivery and acceptance milestones. WhiteFiber has secured third-party data center capacity in France to support the deployment and has entered into a binding term sheet for project-level financing with respect to this deployment (the “France Project Financing”). WhiteFiber is currently in the process of negotiating definitive documentation for the France Project Financing; however, certain material terms remain subject to ongoing negotiation between the parties. While WhiteFiber expects to finalize the France Project Financing in the near term, no definitive agreements have been entered into as of the date of this Quarterly Report, and no assurance can be given that WhiteFiber will enter into such financing on the timeline currently anticipated, on the terms contemplated by the binding term sheet, on other terms satisfactory to us, or at all. If consummated, the France Project Financing is expected to be incurred at a project-level subsidiary and would not be guaranteed by WhiteFiber, Inc. The project is expected to be supported by customer prepayments, including 12 months of advance service fees, and project-level financing, with limited long-term reliance on our corporate balance sheet and existing cash resources.
Current report
Also in May 2026, WhiteFiber entered into a two-year cloud services agreement with Hyperbolic Labs, Inc., with Modal Labs as the end customer and reference partner, to deploy H200 GPUs from our existing owned fleet, with total contract value of approximately $17 million. Revenue under this agreement commenced in June 2026. No incremental GPU capital expenditures were required for this deployment.
Current report
In July 2026, WhiteFiber entered into a service order with a new customer to provide services utilizing a total of 128 B300 GPUs. The service order has an initial term of 36 months beginning on the services commencement date, after which it automatically renews for successive one-month periods unless terminated by either party. The service order represents an aggregate revenue opportunity of approximately $16.0 million.
Current report
In August 2026, WhiteFiber entered into a new service order with Prime Intellect to provide services utilizing a total of 576 VR200 (Vera Rubin) GPUs in Canada, representing our first Vera Rubin deployment. This is in addition to the orders placed by this customer of 72 GB200 GPUs in March 2026 and 216 GB200 GPUs in April 2026, discussed above. The service order has an initial term of 36 months beginning on the services commencement date, after which it automatically renews for successive one-month periods unless terminated by either party. The service order represents an aggregate revenue opportunity of approximately $108.2 million, with service targeted to commence in the second quarter of 2027. The total revenue contract value with this customer in relation to these three orders is expected to be up to $116.0 million.
Current report
In August 2026, WhiteFiber entered into a service order with a new customer, BaseTen Labs, Inc., to provide services utilizing a total of 1,392 B300 GPUs. The service order has an initial term of 36 months beginning on the services commencement date, after which it automatically renews for successive one-month periods unless terminated by either party. The service order represents an aggregate revenue opportunity of approximately $165.2 million. The deployment and revenue generation is scheduled to begin in November 2026.
Current report
In August 2026, WhiteFiber entered into a new five-year service order with an existing customer to provide services utilizing a total of 576 Nvidia B300s GPUs in Iceland. The service order represents an aggregate revenue opportunity of approximately $87.5 million over its initial term, with additional potential upside through revenue sharing. Service under this agreement is targeted to commence in December 2026.
Current report
Key Factors that May Affect Future Results of Operations
Current report
The Company’s future results of operations are, in part, dependent on WhiteFiber’s ability to complete and expand capacity at its existing data center projects and to develop its data center pipeline. WhiteFiber substantially completed construction of its MTL-3 facility by the end of October 2025. The site has commenced billing its customer, Cerebras, as of November 1, 2025, in the amount of CAD 1.4 million (approximately $979 thousand USD) monthly for the duration of the five-year contract. Management expects WhiteFiber to start generating revenues 30 days after completion. Additionally, during the third quarter WhiteFiber will begin the initial phases of construction for MTL-2 with an expected delivery near the end of the fiscal year.
Current report
On July 9, 2026, WhiteFiber announced initial research and development results for a proprietary cross-data-center networking architecture designed to link geographically separated data centers into a single logical GPU supercluster. Testing demonstrated 111.2 Tbps of bandwidth across 83 kilometers of dark fiber with a guaranteed round-trip latency of 0.9 milliseconds, and WhiteFiber has submitted related patent applications. WhiteFiber is targeting a commercial launch of this solution in future periods, subject to completion of additional full-spectrum fiber testing; although there can be no assurance that it will do so on the anticipated timeline or at all.
Current report
The Company’s and WhiteFiber’s ability to fund the continued construction and buildout of WhiteFiber’s data center facilities, and to refinance near-term debt maturities, depends on successfully obtaining additional financing on acceptable terms, or at all. If the Company or WhiteFiber is unable to do so, the Company’s business, operating results, and financial condition could be adversely affected.
Current report
During the first quarter of 2026, the Company reallocated a portion of its mining fleet across hosting facilities as part of its ongoing efforts to recalibrate its mining operations. This transition, driven by changes in hosting partnerships, including the transfer of 2,483 miners from Soluna and DEP’s facilities, respectively, to Bitdeer.
Current report
During the second quarter of 2026, the Company transferred 2,451 and 1,778 miners from Soluna and Bitdeer’s facilities, respectively, to Merkle.
Current report
On June 4, 2026, the Company entered into a hosting services agreement with Mendenhall Ops LLC (“Merkle”) for an initial term of one year, which automatically renews for successive one-year periods unless terminated by either party. Pursuant to the terms of the agreement, Merkle agreed to provide colocation, operation, maintenance, and related services at its facilities for the operation of 4,137 bitcoin miners representing approximately 12.55 MW of power capacity and an aggregate hash rate of approximately 0.62 EH/s. In exchange for these services, Merkle is entitled to receive reimbursement of certain operating costs and performance fees ranging from 25% to 40% of net digital assets generated, depending on the miner model. Upon the execution of this service agreement, we paid a power prepayment of $0.7 million.
Current report
During the six months ended June 30, 2026, the Company received 80.4 bitcoins from mining services and recognized mining revenue of $6.1 million.
Current report
For the three months ended June 30, 2026, we received 32.3 bitcoins from the Foundry mining pool. As of June 30, 2026, our active hash rate was at an aggregate of 0.4 EH/s for our bitcoin miners. For the three months ended June 30, 2026, we recognized revenue of $2.4 million from bitcoin mining services.
Current report
For the three months ended June 30, 2025, we received 68.2 bitcoins from the Foundry mining pool. As of June 30, 2025, our active hash rate was at an aggregate of 1.2 EH/s for our bitcoin miners. For the three months ended June 30, 2025, we recognized revenue of $6.6 million from bitcoin mining services.
Current report
For the three months ended June 30, 2026, the Company earned 440.1 ETH through native staking and recognized native staking revenue of $0.9 million.
Current report
For the three months ended June 30, 2025, the Company earned 166.8 ETH through native staking and recognized native staking revenues of $0.4 million.
Current report
For the three months ended June 30, 2026, datacenter lease expenses decreased by $0.1 million, or 55.1%, compared to the datacenter lease expenses incurred for the three months ended June 30, 2025. The decrease primarily resulted from conclusion of the MTL-3 lease in the second quarter of 2026.
Current report
Impairment of capitalized software assets
Current report
For the three months ended June 30, 2026 and 2025, impairment of capitalized software assets were $5.0 million and $nil, respectively, the Company determined that it would discontinue further investment in, and use of, its internally-developed software platform. As a result of this decision, effective June 4, 2026, the Company recorded an impairment charge of the remaining book value of $5.0 million during the three months ended June 30, 2026.
Current report
For the three months ended June 30, 2026, our general and administrative expenses, totaling $22.6 million, were primarily comprised of professional and consulting expenses of $5.6 million, share-based compensation expenses of $3.9 million, salary and bonus expenses of $6.1 million, marketing expenses of $1.4 million, travel expenses of $0.5 million, directors and officers insurance expenses of $0.4 million, other expenses of $4.5 million and commission expenses of $0.1 million.
Current report
For the three months ended June 30, 2025, our general and administrative expenses, totaling $19.7 million, were primarily comprised of professional and consulting expenses of $7.9 million, shared-based compensation expenses of $6.9 million, salary and bonus expenses of $1.8 million, marketing expenses of $0.6 million, travel expenses of $0.3 million, and directors and officers insurance expenses of $0.2 million.
Current report
(Losses) gains on digital assets
Showing the first 40 of 109 passages. Open the source sections for the rest.
Removed paragraphs (36)
Previous report
On June 18, 2025, WhiteFiber entered into the Credit Facility with RBC. The Credit Facility provides for an aggregate of up to approximately CAD 60 million (approximately $43.8 million) of financing. The proceeds are to be used primarily to refinance the buildout of MTL-2 as well as $5.8 million of revolving term financing (the “Revolver”). The Credit Facility is non-recourse to the Company. WhiteFiber entered into a three-year USD $18.5 million non-revolving lease facility to finance equipment costs and building improvements to build out the site. The lease facility provides for straight-line amortization of six years and capital moratorium of six months after disbursement is complete. RBC may cancel any unutilized portion of the Credit Facility after March 31, 2026. The interest rate is fixed based on the rental rate determined by RBC for the three-year term of the lease.
Previous report
As part of the Credit Facility, WhiteFiber entered into a three-year $19.6 million non-revolving real estate term loan facility. The purpose of this facility is to refinance WhiteFiber’s purchase of MTL-2. The interest rate of the real estate term loan facility will be determined at the time of borrowing, or a floating interest rate ranging from RBP plus 0.75% to CORRA (“Canadian Overnight Repo Rate Average”) plus 250 bps. Payment of principal and interest is due 30 days after drawdown and is repayable in full on the last day of the three-year term.
Previous report
The Revolver is being provided by RBC by way of Letters of Credit and Letters of Guaranty with fees to be determined on a transaction by transaction basis. This facility will be available for the 36 month term subject to the issuance of the EDC (Export and Development Canada) Performance Security Guaranty in the amount of $5.8 million and other related supporting documents. WhiteFiber agreed to certain financial covenants included maintaining on a combined basis between MTL-1 and MTL-2: fixed charge coverage of not less than 1.20:1 and a ratio of Net Funded Debt to EBITDA of not greater than 4.25:1 and decreasing to 3.50:1 from December 31, 2027.
Previous report
RBC Facility Agreement amended on April 27, 2026
Previous report
On April 27, 2026, WhiteFiber entered into an amended credit agreement with RBC. This agreement replaces the original credit agreement dated June 18, 2025, as subsequently amended on July 4, 2025. The amended credit agreement provides for an authorized credit facility of CAD $28 million (approximately $20 million). The proceeds have been used as a real estate acquisition bridge loan to finance the acquisition of the MTL-3 facility, at a purchase price of CAD $24.2 million (approximately USD $17.4 million). The closing date occurred on May 8, 2026.
Previous report
Borrowings under the facility bear interest, at WhiteFiber’s option, at either Daily Simple CORRA plus 2.75% per annum or Royal Bank Prime plus 1.00% per annum, with the prime-based rate serving as the default option.
Previous report
Additionally, RBC is providing a CAD $8 million (approximately $5.8 million) revolving facility in the form of Letters of Credit and Letters of Guarantee. The fees will be determined on a transaction-by-transaction basis, and the facility will be available for a 12-month term.
Previous report
As of the reporting date, the April 27, 2026 bridge loan has been authorized and funded by RBC for the MTL-3 facility acquisition. WhiteFiber and RBC are currently in discussions regarding new syndicated credit facilities, including i) a delayed draw term loan facility of CAD $115 million (approximately $82.5 million), which includes the CAD $24.2 million (approximately $17.4 million) bridge loan ii) an accordion facility of CAD $25 million (approximately $17.9 million) and iii) the CAD $8 million (approximately $5.7million) revolving facility.
Previous report
As of the date of this Form 10-Q, WhiteFiber and the Initial Customer are engaged in discussions regarding a potential resolution of the existing service agreements following the agreed pause of services. No definitive termination or settlement agreement has been executed. In connection with these discussions, the parties are negotiating the treatment of the remaining non-refundable prepayment, service deposit, outstanding receivables, and a potential early termination fee, which WhiteFiber believes would be equal to 40% of the fees that would have accrued for services during the remainder of the term of the MSA and applicable purchase orders. Following the service pause, WhiteFiber has redeployed the GPUs previously allocated to the Initial Customer to three other customers and continues to evaluate the related financial and operational implications. There can be no assurance as to the timing, terms, or final outcome of these discussions.
Previous report
On December 30, 2024, WhiteFiber entered into a Master Services Agreement (“MSA”) with an AI Compute Fund managed by DNA Holdings Venture Inc. (“DNA Fund”). The MSA had a minimum purchase commitment of 32 GPUs, along with an associated purchase order. The purchase order provides for services utilizing a total of 576 H200 GPUs over a 25-month period and terminable by either party upon at least 90 days’ written notice prior to any renewal date. Concurrently, WhiteFiber placed a purchase order for 130 H200 servers for approximately $30 million. The deployment commenced in February 2025.
Previous report
In April 2025, WhiteFiber signed two additional cloud services agreements with DNA Fund. The first agreement includes 104 NVIDIA H200 GPUs under a 23-month term and was deployed in May 2025. The second agreement includes 512 H200 GPUs under a 24-month term and was deployed in July 2025. With these additions, DNA Fund’s total contracted deployment increased to 1,192 GPUs.
Previous report
On January 6, 2025, WhiteFiber entered into a Master Services Agreement (“MSA”) with a minimum purchase commitment of 32 GPUs, along with an associated purchase order, from a new customer. The purchase order provided for services utilizing a total of 32 H200 GPUs over a minimum of six-month period, representing total revenue of approximately $300,000 for the term. The deployment commenced and revenue generation began on January 8, 2025, using WhiteFiber’s existing inventory of H200 GPUs. The service under the purchase order concluded in April 2025 following a change in the customer’s ownership, and the customer paid the remaining contract value as an early termination penalty.
Previous report
In January 2025, WhiteFiber entered into a Master Services Agreement (“MSA”), along with two associated purchase orders, from a new customer. The purchase orders provide for services utilizing a total of 24 H200 GPUs over a minimum 12-month period, representing total revenue of approximately $450,000 for the term. The deployment commenced and revenue generation began on January 27, 2025, using WhiteFiber’s existing inventory of H200 GPUs. The service under the purchase order concluded in March 2025 after the customer ceased operations.
Previous report
In March 2025, WhiteFiber entered a strategic partnership with Shadeform, Inc., the premier multi-cloud GPU marketplaces, to bring on-demand NVIDIA B200 GPUs to customers beginning in May 2025.
Previous report
In August and September 2025, WhiteFiber entered into three service orders with a new customer. Each order form provides for services utilizing a total of 64 B200 GPUs on a weekly basis, which either party may terminate by not extending it with mutual written agreement. In September, the customer renewed one order form for an additional week for services utilizing a total of 64 B200 GPUs. As of the reporting date, no additional renewals have occurred.
Previous report
In September 2025, WhiteFiber entered into a service order with a new customer, which provides services utilizing a total of 16 B200 GPUs on a monthly basis, automatically renewing for an additional one month period unless and until otherwise terminated upon at least seven days’ prior written notice. The deployment commenced and revenue generation began on September 23, 2025. The agreement was not renewed after the initial term.
Previous report
In October 2025, WhiteFiber entered into a service order with a new customer to provide services utilizing a total of 48 H200 GPUs. The service order had an initial term of 36 months. The deployment commenced and revenue generation began on October 21, 2025. The contract was terminated in December 2025.
Previous report
In November 2025, WhiteFiber entered into a service order with a new customer to provide services utilizing a total of 128 B200 GPUs. The service order has an initial term of 12 months, representing total contracted value of approximately $3.0 million, after which it automatically renews for successive one-month periods unless terminated by either party. Deployment and revenue generation began on December 1, 2025.
Previous report
In February 2026, WhiteFiber entered into a service order with a new customer to provide services utilizing a total of 80 H200 GPUs. The service order has an initial term of 12 months beginning on the services commencement date. The deployment and revenue generation began on February 1, 2026.
Previous report
In August 2024, WhiteFiber executed a binding term sheet with Boosteroid Inc. (“Boosteroid”), a global cloud gaming provider pursuant to which, WhiteFiber finalized initial orders of 489 GPUs, projected to generate approximately $7.9 million in contracted value in the aggregate through November 2029. The GPUs were delivered to respective data centers across the U.S. and Europe and began earning fees in November 2024. On October 9, 2024, WhiteFiber executed a Master Services and Lease Agreement (the “MSA”) with Boosteroid, pursuant to which Boosteroid may, from time to time, lease certain equipment, including GPUs, from the Company upon delivery of a purchase order. The MSA provides the general terms and conditions for such equipment leases. Pursuant to the MSA, WhiteFiber is granted a right of first refusal with respect to the next 5,000 servers that Boosteroid leases during the term of the MSA. The MSA provides Boosteroid with the option to expand in increments of 100 servers, up to 50,000 servers, representing a potential contract value of approximately $700 million over the five-year term assuming Boosteroid utilizes the GPUs and services at full capacity for the duration of the contract. Expansion depends upon the internal development roadmap of Boosteroid, Boosteroid has full discretion to decide when and the quantity to pursue separate source orders (for GPU servers) under the MSA. In the third quarter of 2025, WhiteFiber finalized additional purchase orders for 302, 120, and 279 GPUs, totaling approximately $10.4 million in contracted value over a five-year term.
Previous report
The following table presents our bitcoin mining activities for the three months ended March 31, 2026:
Previous report
For the three months ended March 31, 2026, we received 48.1 bitcoins from the Foundry mining pool. As of March 31, 2026, our active hash rate was at an aggregate of 1.1 EH/s for our bitcoin miners. For the three months ended March 31, 2026, we recognized revenue of $3.7 million from bitcoin mining services.
Previous report
For the three months ended March 31, 2025, we received 83.3 bitcoins from the Foundry mining pool. As of March 31, 2025, our active hash rate was at an aggregate of 1.5 EH/s for our bitcoin miners. For the three months ended March 31, 2025, we recognized revenue of $7.8 million from bitcoin mining services.
Previous report
For the three months ended March 31, 2026, we earned 949.1 ETH and nil ETH in native staking and liquid staking, respectively. For the three months ended March 31, 2026, we recognized revenues of $2,296,509 and $nil from native staking and liquid staking, respectively.
Previous report
For the three months ended March 31, 2025, we earned 211.0 ETH and nil ETH in native staking and liquid staking, respectively. For the three months ended March 31, 2025, we recognized revenues of $560,641 and $nil from native staking and liquid staking, respectively.
Previous report
Cost of revenue
Previous report
For the three months ended March 31, 2026, our general and administrative expenses, totaling $27.6 million, were primarily comprised of professional and consulting expenses of $6.1 million, share-based compensation expenses of $13.0 million, salary and bonus expenses of $2.3 million, marketing expenses of $1.2 million, travel expenses of $0.2 million, directors and officers insurance expenses of $0.4 million and transport cost of $0.5 million.
Previous report
For the three months ended March 31, 2025, our general and administrative expenses, totaling $8.2 million, were primarily comprised of share-based compensation expenses of $0.3 million, salary and bonus expenses of $1.5 million, professional and consulting expenses of $4.3 million, directors and officers insurance expenses of $0.2 million, marketing expenses of $0.4 million, and travel expenses of $0.2 million.
Previous report
Loss on digital assets
Previous report
For the three months ended March 31, 2026, a loss of $121.1 million was recognized, primarily attributable to the decrease in the prices of bitcoin and ETH as of March 31, 2026.
Previous report
Other expense, net
Previous report
On April 27, 2026, WhiteFiber entered into an amended credit agreement with RBC. This agreement replaces the original credit agreement dated June 18, 2025, as subsequently amended on July 4, 2025. The amended credit agreement provides an authorized credit facility of CAD $28 million (approximately $20 million). The proceeds have been used as a real estate acquisition bridge loan to finance the acquisition of the MTL-3 facility, at a purchase price of CAD $24.2 million (approximately USD $17.4 million). The closing date occurred on May 8, 2026.
Previous report
Additionally, RBC is providing a CAD $8 million (approximately $5.8 million) revolving facility in the form of Letters of Credit and Letters of Guarantee. The fees will be determined on a transaction-by-transaction basis, and the facility will be available for a 12-month term.
Previous report
As of the reporting date, the April 27, 2026 bridge loan has been authorized and funded by RBC for the MTL-3 facility acquisition. WhiteFiber and RBC are currently in discussions regarding new syndicated credit facilities, including i) a delayed draw term loan facility of CAD $115 million (approximately $82.5 million), which includes the CAD $24.2 million (approximately $17.4 million) bridge loan ii) an accordion facility of CAD $25 million (approximately $17.9 million) and iii) the CAD $8 million (approximately $5.7million) revolving facility.
Previous report
Critical Accounting Policies and Estimates
Previous report
Our discussion and analysis of our financial condition and results of operations are based upon our unaudited condensed consolidated financial statements. These financial statements are prepared in accordance with U.S. GAAP, which requires the Company to make estimates and assumptions that affect the reported amounts of our assets, liabilities, revenues, and expenses, to disclose contingent assets and liabilities on the dates of the unaudited condensed consolidated financial statements, and to disclose the reported amounts of revenues and expenses incurred during the financial reporting periods. The most significant estimates and assumptions include, but are not limited to, the valuation of current assets, useful lives of property, plant, and equipment, impairment of long-lived assets, intangible assets and goodwill, valuation of assets and liabilities acquired in business combinations, provision necessary for contingent liabilities and realization of deferred tax assets. We continue to evaluate these estimates and assumptions that we believe to be reasonable under the circumstances. We rely on these evaluations as the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates as a result of changes in our estimates. Some of our accounting policies require higher degrees of judgment than others in their application. We believe critical accounting policies as disclosed in this release reflect the more significant judgments and estimates used in preparation of our unaudited condensed consolidated financial statements. For a summary of significant accounting policies, refer to Note 2.Summary of Significant Accounting Policies in our Notes to Unaudited Condensed Consolidated Financial Statements included elsewhere herein.
Reworded paragraphs (93)
Previous wording
Based on their collective industry experience, WhiteFiber’s data center team is adept at bringing new sites online on an accelerated timeline. WhiteFiber is aggressively pursuing the development pipeline and intend to achieve an estimated 76 MW (gross) of total data center capacity by the end of the fourth quarter of 2026, a target that is underpinned by assets including the MTL-2, MTL-3, and NC-1 facilities. As of March 31, 2026, its pipeline of potential data center projects represents approximately 1,500 MW (gross) under management review. WhiteFiber follows a disciplined process prioritizing projects that are backed by customer lease commitments. In select cases, WhiteFiber may pursue early-stage acquisitions based on strong customer demand signals and defined commercialization pathways. Accordingly, the foregoing timelines and capacities are subject to change based on many factors, many of which are outside of WhiteFiber’s control.
Current wording
Based on their collective industry experience, WhiteFiber’s data center team is adept at bringing new sites online on an accelerated timeline. WhiteFiber is aggressively pursuing the development pipeline and intends to achieve an estimated 70 MW (gross) of total data center capacity by the end of the fourth quarter of 2026, a target that is underpinned by assets including the MTL-2, MTL-3, and NC-1 facilities. As of June 30, 2026, its pipeline of potential data center projects represents approximately 1,500 MW (gross) under management review. WhiteFiber follows a disciplined process prioritizing projects that are backed by customer lease commitments. In select cases, WhiteFiber may pursue early-stage acquisitions based on strong customer demand signals and defined commercialization pathways. Accordingly, the foregoing timelines and capacities are subject to change based on many factors, many of which are outside of WhiteFiber’s control.
Previous wording
On May 20, 2025, WhiteFiber completed the purchase of a former industrial/manufacturing building from UMI. Pursuant to the Purchase Agreement WhiteFiber agreed to purchase from UMI, an industrial/manufacturing building together with the underlying land located in Madison, North Carolina, which WhiteFiber refers to as “NC-1”, as well as certain machinery and equipment located thereon for a cash purchase price of $45 million. The purchase price will increase by (i) $8 million, if Duke Energy actually provides, or provides an Electric Services Agreement providing for, at least 99 MW (gross) within two years of May 20, 2025, or (ii) $5 million, if Duke Energy actually provides, or provides an Electric Services Agreement providing for, at least 99 MW (gross) more than two years but less than three years after May 20, 2025. Additionally, the purchase price will increase by an additional $200,000 per MW over 99 MW (gross) up to a maximum of $5 million if at least 99 MW (gross) are actually delivered, or Duke Energy provides an Electric Services Agreement for the provision of at least 99 MW (gross), within four years of May 20, 2025. Separately, the Company entered into a Capacity Agreement with Duke Energy pursuant to which Duke Energy agreed to use commercially reasonable efforts to achieve 24 MW (gross) of service to NC-1 by September 1, 2025, 40 MW (gross) by April 1, 2026, and 99 MW (gross) within four years of May 16, 2025. Management believes based upon its review of the site and a Duke Energy preliminary transmission study, that NC-1 may receive and support up to 200 MW (gross) of total electrical supply over an extended period of time, subject to infrastructure upgrades, such as developing new substations and other conditions. On August 4, 2025, Enovum NC-1 Bidco LLC, a subsidiary of WhiteFiber, entered into an Assignment and Assumption Agreement with Unifi Manufacturing and Duke Energy Carolinas, LLC, pursuant to which Enovum assumed Unifi’s rights and obligations under certain electric service agreements for facilities located in North Carolina. Duke Energy consented to the assignment. Refer to Note 21.Commitments and contingencies to our condensed consolidated financial statements for further detail.
Current wording
On May 20, 2025, WhiteFiber completed the purchase of a former industrial/manufacturing building from UMI. Pursuant to the Purchase Agreement WhiteFiber agreed to purchase from UMI, an industrial/manufacturing building together with the underlying land located in Madison, North Carolina, which WhiteFiber refers to as “NC-1”, as well as certain machinery and equipment located thereon for a cash purchase price of $45 million. The purchase price will increase by (i) $8 million, if Duke Energy actually provides, or provides an Electric Services Agreement providing for, at least 99 MW (gross) within two years of May 20, 2025, or (ii) $5 million, if Duke Energy actually provides, or provides an Electric Services Agreement providing for, at least 99 MW (gross) more than two years but less than three years after May 20, 2025. Additionally, the purchase price will increase by an additional $200 thousand per MW over 99 MW (gross) up to a maximum of $5 million if at least 99 MW (gross) are actually delivered, or Duke Energy provides an Electric Services Agreement for the provision of at least 99 MW (gross), within four years of May 20, 2025. Separately, the Company entered into a Capacity Agreement with Duke Energy pursuant to which Duke Energy agreed to use commercially reasonable efforts to achieve 24 MW (gross) of service to NC-1 by September 1, 2025, 40 MW (gross) by April 1, 2026, and 99 MW (gross) within four years of May 16, 2025. Management believes based upon its review of the site and a Duke Energy preliminary transmission study, that NC-1 may receive and support up to 200 MW (gross) of total electrical supply over an extended period of time, subject to infrastructure upgrades, such as developing new substations and other conditions. On August 4, 2025, Enovum NC-1 Bidco LLC, a subsidiary of WhiteFiber, entered into an Assignment and Assumption Agreement with Unifi Manufacturing and Duke Energy Carolinas, LLC, pursuant to which Enovum assumed Unifi’s rights and obligations under certain electric service agreements for facilities located in North Carolina. Duke Energy consented to the assignment. Refer to Note 22.Commitments and contingencies to our condensed consolidated financial statements for further detail.
Previous wording
RBC Facility Agreement Executed on June 18, 2025
Current wording
Syndicated RBC Credit Facility Agreement executed on July 6, 2026
Previous wording
The facility has a six-month term from the date of drawdown and requires interest-only payments during the term, with the outstanding principal due in full at maturity. The specific borrowing terms are established at the time of each drawdown pursuant to a borrowing request submitted by WhiteFiber and accepted by the lender.
Current wording
Borrowings under the Syndicated Credit Facility Agreement bear interest, at WhiteFiber’s option, at either (i) the CORRA-based benchmark rate for such interest period plus 2.45% per annum plus the credit spread adjustment for the applicable interest period (29.547 basis points for one month interest period, 32.138 basis points for a three month interest period and 0 for a daily interest period), or (ii) RBC Prime rate plus 1.00% per annum. The facility has a three-year term from the date of the initial drawdown and requires interest-only payments until the first full quarter after the date of the initial drawdown. The loan will be amortized through quarterly principal repayments based on a 15-year amortization schedule, with the outstanding principal due in full at maturity. The specific borrowing terms are established at the time of each drawdown pursuant to a borrowing request submitted by WhiteFiber and accepted by the lender.
Previous wording
In November 2025, WhiteFiber’s wholly owned subsidiary, Enovum NC-1 Bidco, LLC, entered into the Services Agreement with Nscale Services US Inc. and Nscale Global Holdings Limited (collectively, “Nscale”) for the provision of colocation and related services at its NC-1 facility. The agreement represents a significant commercial milestone for the high-density data center platform and provides long-term contracted revenue visibility. The initial Service Order pursuant to the Services Agreement represents approximately $865 million in total contracted revenue over a 10-year term, inclusive of contractual annual rate escalators and non-recurring installation services (“NRCs”). Electricity and certain other operating costs are structured as pass-through charges to Nscale. Billing is expected to commence during the second quarter, subject to completion of construction and commissioning. As a result, WhiteFiber expects full revenue contribution from this agreement to begin during the third quarter of 2026 as the facility reaches its contractual capacity.
Current wording
In November 2025, WhiteFiber’s wholly owned subsidiary, Enovum NC-1 Bidco, LLC, entered into the Services Agreement with Nscale Services US Inc. and Nscale Global Holdings Limited (collectively, “Nscale”) for the provision of colocation and related services at its NC-1 facility. The agreement represents a significant commercial milestone for the high-density data center platform and provides long-term contracted revenue visibility. The initial Service Order pursuant to the Services Agreement represents approximately $865 million in total contracted revenue over a 10-year term, inclusive of contractual annual rate escalators and non-recurring installation services (“NRCs”). Electricity and certain other operating costs are structured as pass-through charges to Nscale. Billing is expected to commence during the third quarter, subject to completion of construction and commissioning. As a result, WhiteFiber expects full revenue contribution from this agreement to begin during the third quarter of 2026 as the facility reaches its contractual capacity.
Previous wording
WhiteFiber expects to leverage a global network of data centers for hosting capacity for its GPU business, in many instances, by negotiating with third-party providers to seamlessly integrate its cloud services at data centers across key regions in Europe, North America and Asia. WhiteFiber’s initial data center partnership through which it leases capacity is at Blönduós Campus, Iceland, offering a world-class operations team with certified technicians and reliable engineers. The facility has a 45 kW rack density and 6 MW (gross) total capacity. WhiteFiber has executed contracts for 5.5 MW IT load at the data center. The center’s energy source is 100% renewable energy, mainly from Blanda Hydro PowerStation, the winner of an IHA Blue Planet Award in 2017. In addition, WhiteFiber has leased additional capacity to install our data center in Atlanta, Georgia, USA to expand its cloud services offering. The capacity leases commenced in February 2026. WhiteFiber also intend to lease additional capacity to expand its cloud services offering.
Current wording
WhiteFiber expects to leverage a global network of data centers for hosting capacity for its GPU business, in many instances, by negotiating with third-party providers to seamlessly integrate its cloud services at strategically located data centers. WhiteFiber’s initial data center partnership through which it leases capacity is at Blönduós Campus, Iceland, offering a world-class operations team with certified technicians and reliable engineers. The facility has a 45 kW rack density and 6 MW (gross) total capacity. WhiteFiber has executed contracts for 5.5 MW IT load at the data center. The center’s energy source is 100% renewable energy, mainly from Blanda Hydro PowerStation, the winner of an IHA Blue Planet Award in 2017. In addition, WhiteFiber has leased additional capacity to install our data center in Atlanta, Georgia, USA to expand its cloud services offering. The capacity leases commenced in February 2026. WhiteFiber also intends to lease additional capacity to expand its cloud services offering. In July 2026, WhiteFiber entered into a lease for 2.5 MW IT load Tier 3 design data center space in Sydney, Australia to expand our cloud services offering. The lease is scheduled to commence in the fourth quarter of 2026.
Previous wording
In April 2025, WhiteFiber received its first shipment of NVIDIA GB200 Grace Blackwell Superchip powered NVIDIA GB200 NVL72 system chips, from Quanta Cloud Technology, a leading provider of data center solutions. WhiteFiber believes that support with proof of concept (POC) access from Quanta will enable it to meet and exceed expectations around delivery and timeline, performance and reliability.*** ***
Current wording
In April 2025, WhiteFiber received its first shipment of NVIDIA GB200 NVL72 system powered NVIDIA GB200 Grace Blackwell Superchips, from Quanta Cloud Technology, a leading provider of data center solutions. WhiteFiber believes that support with proof of concept (POC) access from Quanta will enable it to meet and exceed expectations around delivery and timeline, performance and reliability.
Previous wording
The following summaries reflect selected GPU cloud service agreements that WhiteFiber considers to be material or representative. WhiteFiber has entered into additional agreements that are not individually material and are not included below.
Current wording
The following summaries reflect selected GPU cloud service agreements that were entered into or discontinued during the period, or that WhiteFiber otherwise considers to be material or representative. WhiteFiber has entered into additional agreements that are not individually material and are not included below.
Previous wording
In January 2025, WhiteFiber entered into a new agreement to supply its Initial Customer with an additional 464 GPUs for a period of 18 months. This new agreement replaces the prior agreement whereby WhiteFiber was to provide the customer with an incremental 2,048 H100 GPUs. The contract represents approximately $15 million of annualized revenue and features a two-month prepayment from the customer. The customer elected to defer the commencement date until August 20, 2025, which is the latest allowable date under the agreement. Deployment commenced on August 20, 2025, using WhiteFiber’s inventory of B200 GPUs.
Current wording
In January 2025, WhiteFiber entered into a new agreement to supply its Initial Customer with an additional 464 GPUs for a period of 18 months. This new agreement replaces the prior agreement whereby WhiteFiber was to provide the customer with an incremental 2,048 H100 GPUs. The contract represents approximately $15 million of annualized revenue and features a two-month prepayment from the customer. Deployment commenced on August 20, 2025, using WhiteFiber’s inventory of B200 GPUs.
Previous wording
In October 2025, Bit Digital’s existing guaranty arrangement with the Initial Customer was scheduled to expire. Beginning in November 2025, the customer will provide a service deposit to WhiteFiber in lieu of the Bit Digital parent guaranty. The deposit will be funded through fifteen consecutive monthly payments of approximately $0.24 million each, totaling $3.6 million, payable from November 2025 through January 2027. The deposit will serve as security for the customer’s performance obligations under the amended service agreements. Each monthly payment is expected to be invoiced on the first day of the month and paid within thirty days. WhiteFiber will be required to return the deposit in cash upon termination or expiration of the service agreements, provided that all obligations have been fully satisfied and no payment defaults or material breaches exist.
Current wording
In October 2025, Bit Digital’s existing guaranty arrangement with the Initial Customer was scheduled to expire. Beginning in November 2025, the customer will provide a service deposit to WhiteFiber in lieu of the Bit Digital guaranty. The deposit will be funded through fifteen consecutive monthly payments of approximately $0.24 million each, totaling $3.6 million, payable from November 2025 through January 2027. The deposit will serve as security for the customer’s performance obligations under the amended service agreements. Each monthly payment is expected to be invoiced on the first day of the month and paid within thirty days. WhiteFiber will be required to return the deposit in cash upon termination or expiration of the service agreements, provided that all obligations have been fully satisfied and no payment defaults or material breaches exist.
Previous wording
In November 2025, WhiteFiber terminated the MSA and all related purchase orders with DNA Fund in accordance with the terms of the contract. At the time of termination, WhiteFiber had approximately $7.3 million in outstanding accounts receivable. Pursuant to the termination agreement, the customer agreed to repay the outstanding balance. As of the date of this Form 10-Q, WhiteFiber has collected $2.2 million of the outstanding amount.
Current wording
In November 2025, WhiteFiber terminated the MSA and all related purchase orders with DNA Fund in accordance with the terms of the contract. At the time of termination, we had approximately $7.3 million in outstanding accounts receivable. Pursuant to the termination agreement, the customer agreed to repay the outstanding balance. As of the date of this Form 10-Q, we have collected $2.2 million of the outstanding amount.
Previous wording
On November 6, 2024, WhiteFiber entered into a Master Services Agreement (“MSA”) with a minimum purchase commitment of 16 GPUs, along with an associated purchase order, from a new customer. The purchase order provides for services utilizing a total of 16 H200 GPUs over a minimum of a six-month period, representing total contracted value of approximately $160,000 for the term. The deployment commenced on November 7, 2024, using WhiteFiber’s existing inventory of H200 GPUs. The service under the purchase order concluded in May 2025. Between May 2025 and September 2025, WhiteFiber signed six additional agreements on a month-to-month basis for a total of 88 H200 GPUs, which were terminated in January 2026.
Current wording
On November 6, 2024, WhiteFiber entered into a Master Services Agreement (“MSA”) with a minimum purchase commitment of 16 GPUs, along with an associated purchase order, from a new customer. The purchase order provides for services utilizing a total of 16 H200 GPUs over a minimum of a six-month period, representing total contracted value of approximately $0.16 million for the term. The deployment commenced on November 7, 2024, using WhiteFiber’s existing inventory of H200 GPUs. The service under the purchase order concluded in May 2025. Between May 2025 and September 2025, WhiteFiber signed six additional agreements on a month-to-month basis for a total of 88 H200 GPUs, which were terminated in January 2026.
Previous wording
In March 2026, WhiteFiber entered into another service order with the customer to provide services utilizing a total of 256 H100 GPU servers. The service order has an initial term of 24 months beginning on the services commencement date, with an option to renew for an additional twelve months. The service order represents an aggregate revenue opportunity of approximately $50.2 million. The deployment and revenue generation is expected to begin in April 2026.
Current wording
In March 2026, WhiteFiber entered into another service order with the customer to provide services utilizing a total of 256 H100 GPU servers. The service order has an initial term of 24 months beginning on the services commencement date, with an option to renew for an additional twelve months. The service order represents an aggregate revenue opportunity of approximately $50.2 million. The deployment and revenue generation began in the second quarter of 2026.
Previous wording
On January 30, 2025, WhiteFiber entered into a Master Services Agreement (“MSA”) with a minimum purchase commitment of 40 GPUs, along with an associated purchase order, from a new customer. The purchase orders provide for services utilizing a total of 40 H200 GPUs over a minimum of 12 month period, representing total revenue of approximately $750,000 for the term. The deployment commenced and revenue generation began on January 24, 2025, using WhiteFiber’s existing inventory of H200 GPUs. In October 2025, the purchase order was amended to reduce the number of H200 GPUs from 40 to 8 and to extend the term of service through May 2027. This contract was terminated in January 2026. Between April and July 2025, WhiteFiber signed four additional agreements on a month-to-month basis for a total of 184 H200 GPUs, which were terminated in August 2025.
Current wording
On January 30, 2025, WhiteFiber entered into a Master Services Agreement (“MSA”) with a minimum purchase commitment of 40 GPUs, along with an associated purchase order, from a new customer. The purchase orders provide for services utilizing a total of 40 H200 GPUs over a minimum of 12 month period, representing total revenue of approximately $0.8 million for the term. In October 2025, the purchase order was amended to reduce the number of H200 GPUs from 40 to 8 and to extend the term of service through May 2027. This contract was terminated in January 2026.
Previous wording
In February 2026, WhiteFiber entered into a further service order with this customer to provide services utilizing a total of 384 B200 GPUs. This service order has an initial term of 24 months commencing on the service commencement date, after which it will automatically renew for successive one-month periods unless terminated by either party. The service order represents an aggregate revenue opportunity of approximately $18.1 million. Deployment and revenue generation commenced on January 27, 2026.
Current wording
In October 2025, WhiteFiber entered into a two-week service order with a new customer to provide services utilizing a total of 72 B200 GPUs. In January 2026, WhiteFiber entered into an additional two-week service order with this customer for 72 B200 GPUs. These contracts were terminated as of February 2026. In January 2026, WhiteFiber entered into a further service order with this customer to provide services utilizing a total of 384 B200 GPUs. This service order has an initial term of 24 months commencing on the service commencement date, after which it will automatically renew for successive one-month periods unless terminated by either party. The service order represents an aggregate revenue opportunity of approximately $18.1 million. Deployment and revenue generation commenced in January 2026.
Previous wording
In February 2026, WhiteFiber entered into a service order with a new customer to provide services utilizing a total of 256 GPUs. The service order has an initial term of 12 months beginning on the services commencement date, after which it automatically renews for successive one-month periods unless terminated by either party. The deployment and revenue generation began on February 1, 2026.
Current wording
In February 2026, WhiteFiber entered into a service order with a new customer to provide services utilizing a total of 256 GPUs. The service order has an initial term of 12 months beginning on the services commencement date, after which it automatically renews for successive one-month periods unless terminated by either party. The deployment and revenue generation began on February 1, 2026 which is expected to generate total revenues of $3.6 million.
Previous wording
In March 2026, WhiteFiber entered into a service order with a new customer to provide services utilizing a total of 72 GB200 GPUs. The service order has an initial term of 12 months beginning on the services commencement date, after which it automatically renews for successive one-month periods unless terminated by either party. The deployment and revenue generation began on March 7, 2026.
Current wording
In March 2026, WhiteFiber entered into a service order with a new customer, Prime Intellect, to provide services utilizing a total of 72 GB200 GPUs. The service order has an initial term of six months beginning on the services commencement date, after which it automatically renews for successive one-month periods unless terminated by either party. The deployment and revenue generation began on March 7, 2026 and will generate a total revenue of up to $1.0 million. Additionally, in April 2026, WhiteFiber entered into a service order with this customer to provide services utilizing a total of 216 GB200 GPUs. The service order has an initial term of 12 months beginning on the services commencement date, after which it automatically renews for successive one-month periods unless terminated by either party. The deployment and revenue generation is scheduled to begin in July 2026 generating total revenues of up to $6.8 million.
Previous wording
We started participating in liquid staking via Liquid Collective protocol on the Coinbase platform in the first quarter of 2023. Liquid staking allows participants to achieve greater capital efficiency by utilizing their staked ETH as collateral and trading their staked ETH tokens on the secondary market. In the first quarter of 2024, we have reclaimed all the liquid staked ETH from Liquid Collective protocol. In July 2025, we resumed liquid staking through the Liquid Collective protocol with 5,120 ETH. This approach provided flexibility to engage in both staking and restaking through a broader range of strategies and platforms. Subsequently, we ceased our liquid staking activities with Liquid Collective protocol in October 2025.
Current wording
We started participating in liquid staking via Liquid Collective protocol on the Coinbase platform in the first quarter of 2023. Liquid staking allows participants to achieve greater capital efficiency by utilizing their staked ETH as collateral and trading their staked ETH tokens on the secondary market. In the first quarter of 2024, we reclaimed all the liquid staked ETH from Liquid Collective protocol. In July 2025, we resumed liquid staking through the Liquid Collective protocol with 5,120 ETH. This approach provided flexibility to engage in both staking and restaking through a broader range of strategies and platforms. Subsequently, we ceased our liquid staking activities with Liquid Collective protocol in October 2025. In April 2026, the Company liquid staked 73,235 ETH and received 66,192 LsETH, a portion of which was subsequently pledged as collateral under certain borrowing arrangements during the period.
Previous wording
We have signed service agreements with third-party hosting partners in North America and Iceland. These partners operate specialized mining data centers, where they install and operate the miners and provide IT consulting, maintenance, and repair work on site for us. Our mining facilities in New York are maintained by Digihost Technologies Inc. (“Digihost”). Our mining facilities in Texas are maintained by Dory Creek, LLC, a subsidiary of Bitdeer Technologies Group (“Bitdeer”) and Digital Energy Partner LLC (“DEP”). Soluna Computing, Inc. and DVSL ComputeCo, LLC (collectively, “Soluna”) previously maintained our mining facilities in Kentucky and Texas, and GreenBlocks ehf, an Icelandic private limited company (“GreenBlocks”), previously maintained our mining facility in Iceland. The Company’s partnership with Soluna and GreenBlocks concluded at the end of February 2026.
Current wording
We have entered into service agreements with third-party hosting partners in North America and Iceland. These partners operate specialized mining data centers, where they install and operate the miners and provide IT consulting, maintenance, and repair work on site for us. Our mining facilities are currently maintained by Digital Energy Partner LLC (“DEP”) in Texas and Mendenhall Ops LLC (“Merkle”) in Tennessee. Our mining facilities in Kentucky, Texas, New York, and Iceland were previously maintained by Soluna Computing, Inc. and DVSL ComputeCo, LLC (collectively, “Soluna”), Bitdeer Technologies Group (“Bitdeer”), Digihost Technologies Inc. (“Digihost”), and GreenBlocks ehf, an Icelandic private limited company (“GreenBlocks”), respectively. The Company’s partnership with Soluna and GreenBlocks concluded at the end of February 2026, while its partnership with Digihost and Bitdeer concluded during May 2026 and June 2026, respectively.
Previous wording
As of March 31, 2026, the Company’s active hash rate totals approximately 1.1 EH/s, with operations in North America.
Current wording
As of June 30, 2026, the Company’s active hash rate totals approximately 0.4 EH/s, with operations in North America.
Previous wording
On January 26, 2024, the Company entered into a letter agreement and MMSA Amendment with Coinmint pursuant to which Coinmint agreed to provide the Company with up to six MW of additional mining capacity to energize the Company’s mining equipment at Coinmint’s hosting facility in Massena, New York. The agreement was for one year automatically renewing for three months unless terminated by either party on at least 90 days prior written notice. The performance fees under this letter agreement are 28% of the net profit. This agreement brought the Company’s total contracted hosting capacity with Coinmint to approximately 46 MW.
Current wording
On January 26, 2024, the Company entered into a letter agreement and MMSA Amendment with Coinmint pursuant to which Coinmint agreed to provide the Company with up to 6 MW of additional mining capacity to energize the Company’s mining equipment at Coinmint’s hosting facility in Massena, New York. The agreement was for one year automatically renewing for three months unless terminated by either party on at least 90 days prior written notice. The performance fees under this letter agreement are 28% of the net profit. This agreement brought the Company’s total contracted hosting capacity with Coinmint to approximately 46 MW.
Previous wording
In April 2023, we renewed the co-mining agreement with Digihost, previously executed in June 2021. Pursuant to the terms of the new agreement, Digihost provides certain premises to Bit Digital for the purpose of the operation and storage of an up to 20 MW bitcoin mining system to be delivered by Bit Digital. Digihost also provides services to maintain the premises for a term of two years, automatically renewing for a period of one (1) year. Digihost shall also be entitled to 30% of the net profit generated by the miners. As of March 31, 2026, Digihost provided approximately 6.0 MW of capacity for our miners at their facility. Our partnership with Digihost concluded in May 2026, and the Company is currently evaluating alternative hosting arrangements for the miners previously deployed at the Digihost facility.
Current wording
In April 2023, we renewed the co-mining agreement with Digihost, previously executed in June 2021. Pursuant to the terms of the new agreement, Digihost provides certain premises to Bit Digital for the purpose of the operation and storage of an up to 20 MW bitcoin mining system to be delivered by Bit Digital. Digihost also provides services to maintain the premises for a term of two years, automatically renewing for a period of one (1) year. Digihost shall also be entitled to 30% of the net profit generated by the miners. Our partnership with Digihost concluded in May 2026, and the Company is currently evaluating alternative hosting arrangements for the miners previously deployed at the Digihost facility. As of the date of this report, these miners are in storage.
Previous wording
In December 2024, we entered into two additional co-location agreements with Soluna DVSL ComputerCo, LLC. pursuant to which Soluna agreed to provide the Company with up to 11 MW (5.5 MW and 5.5 MW, respectively) at their hosting facility in Silverton, Texas. Both agreements are for one (1) year automatically renewing on a month-to-month basis unless terminated by either party on at least 60 days prior written notice. Soluna shall also be entitled to 35% and 27.5%, respectively, of the net profit generated by the miners. These new agreements bring the Company’s total contracted hosting capacity with Soluna to approximately 17.6 MW. Our partnership with Soluna concluded in February 2026. The Company has since relocated approximately 2,050 miners to a third-party hosting facility and is evaluating alternative deployment options for the remaining miners, which are currently in storage.
Current wording
In December 2024, we entered into two additional co-location agreements with Soluna DVSL ComputerCo, LLC. pursuant to which Soluna agreed to provide the Company with up to 11 MW (5.5 MW and 5.5 MW, respectively) at their hosting facility in Silverton, Texas. Both agreements are for one (1) year automatically renewing on a month-to-month basis unless terminated by either party on at least 60 days prior written notice. Soluna shall also be entitled to 35% and 27.5%, respectively, of the net profit generated by the miners. These new agreements bring the Company’s total contracted hosting capacity with Soluna to approximately 17.6 MW. Our partnership with Soluna concluded in February 2026. The Company has since relocated approximately 2,451 miners to Merkle and is evaluating alternative deployment options for the remaining miners, which are currently in storage.
Previous wording
In November 2023, we entered into a hosting services agreement, which was amended on March 7, 2024, with Dory Creek, LLC, a subsidiary of Bitdeer Technologies Group (“Bitdeer”), for a term of one (1) year automatically renewing on an annual basis unless terminated by either party by giving a 30-day prior notice to the other Party in writing. Pursuant to the terms of the agreement, Bitdeer provides maintenance and operation services to Bit Digital to support 17.5 MW of capacity. Bitdeer shall also be entitled to 30% of the net profit generated by the miners. Bit Digital shall have the first right, but not obligation, to accept services for any extra capacity under the terms of this Agreement. As of March 31, 2026, Bitdeer provided approximately 15.5 MW of capacity for our miners at their facility. Our partnership with Bitdeer will be concluded in mid-May 2026, and the Company is currently evaluating alternative hosting arrangements for the miners previously deployed at the Bitdeer facility.
Current wording
In November 2023, we entered into a hosting services agreement, which was amended on March 7, 2024, with Dory Creek, LLC, a subsidiary of Bitdeer Technologies Group (“Bitdeer”), for a term of one (1) year automatically renewing on an annual basis unless terminated by either party by giving a 30-day prior notice to the other Party in writing. Pursuant to the terms of the agreement, Bitdeer provides maintenance and operation services to Bit Digital to support 17.5 MW of capacity. Bitdeer shall also be entitled to 30% of the net profit generated by the miners. Bit Digital shall have the first right, but not obligation, to accept services for any extra capacity under the terms of this Agreement. Our partnership with Bitdeer concluded in June 2026. The Company has since relocated approximately 1,778 miners to Merkle and is evaluating alternative deployment options for the remaining miners, which are currently in storage.
Previous wording
On July 1, 2025, we entered into the first amendment to the hosting service agreement for 13 MW of capacity. The amendment modified the existing agreement, identifying the two facilities that will provide maintenance and operations service to Bit Digital to support 5 MW and 8 MW of capacity. KaboomRacks shall also be entitled to respective 40%, 14.75% and 22.5% of the net profit generated by the miners. On November 12, 2025, we received communication regarding a change in the contracting entity under its existing hosting arrangements. Effective immediately, Digital Energy Partners LLC (“DEP”) replaced KaboomRacks as the sole contracting counterparty. Under the updated terms, KaboomRacks will return all deposits previously held by it, and we will remit a one-month deposit related to electricity costs to DEP. In connection with the transition, DEP assumed the remaining portion of the $1.3 million loan, with an outstanding balance of approximately $0.8 million as of March 31, 2026. As of March 31, 2026, DEP provided approximately 17.1 MW of capacity for our miners at their facility.
Current wording
On July 1, 2025, we entered into the first amendment to the hosting service agreement for 13 MW of capacity. The amendment modified the existing agreement, identifying the two facilities that will provide maintenance and operations service to Bit Digital to support 5 MW and 8 MW of capacity. KaboomRacks shall also be entitled to respective 40%, 14.75% and 22.5% of the net profit generated by the miners. On November 12, 2025, we received communication regarding a change in the contracting entity under its existing hosting arrangements. Effective immediately, Digital Energy Partners LLC (“DEP”) replaced KaboomRacks as the sole contracting counterparty. Under the updated terms, KaboomRacks will return all deposits previously held by it, and we will remit a one-month deposit related to electricity costs to DEP. In connection with the transition, DEP assumed the remaining portion of the $1.3 million loan, with an outstanding balance of approximately $0.6 million as of June 30, 2026. As of June 30, 2026, DEP provided approximately 17.1 MW of capacity for our miners at their facility.
Previous wording
From the inception of our bitcoin mining business in February 2020 to March 31, 2026, we earned an aggregate of 7,598.9 bitcoins.
Current wording
From the inception of our bitcoin mining business in February 2020 to June 30, 2026, we earned an aggregate of 7,631.2 bitcoins.
Previous wording
We started participating in liquid staking via Liquid Collective protocol on the Coinbase platform in the first quarter of 2023. Liquid staking allows participants to achieve greater capital efficiency by utilizing their staked ETH as collateral and trading their staked ETH tokens on the secondary market. In the first quarter of 2024, we have reclaimed all the liquid staked ETH from Liquid Collective protocol. In July 2025, we resumed liquid staking through the Liquid Collective protocol with 5,120 ETH. This approach provides flexibility to engage in both staking and restaking through a broader range of strategies and platforms. Subsequently, we ceased our liquid staking activities with Liquid Collective protocol in October 2025.
Current wording
We started participating in liquid staking via Liquid Collective protocol on the Coinbase platform in the first quarter of 2023. Liquid staking allows participants to achieve greater capital efficiency by utilizing their staked ETH as collateral and trading their staked ETH tokens on the secondary market. In the first quarter of 2024, we have reclaimed all the liquid staked ETH from Liquid Collective protocol. In July 2025, we resumed liquid staking through the Liquid Collective protocol with 5,120 ETH. This approach provides flexibility to engage in both staking and restaking through a broader range of strategies and platforms. Subsequently, we ceased our liquid staking activities with Liquid Collective protocol in October 2025. In April 2026, the Company liquid staked 73,235 ETH and received 66,192 LsETH, a portion of which was subsequently pledged as collateral under certain borrowing arrangements during the period.
Previous wording
Results of Operations for the Three Months Ended March 31, 2026 and 2025
Current wording
Results of Operations for the Three and Six Months Ended June 30, 2026 and 2025
Previous wording
Our revenue from cloud services increased by $1.9 million, or 13.0%, to $16.8 million for the three months ended March 31, 2026 from $14.8 million for the three months ended March 31, 2025. The increase was primarily due to an increase in deployed GPU servers to new and existing customers in the first quarter of 2026.
Current wording
Our revenue from cloud services increased by $7.2 million, or 43.5%, to $23.8 million for the three months ended June 30, 2026 from $16.6 million for the three months ended June 30, 2025. The increase was primarily due to an increase in deployed GPU servers to new and existing customers in the second quarter of 2026. The decrease in our monthly GPU service revenue from the termination of our agreement with our Initial Customer was substantially offset by $12.3 million of termination fee revenue recorded, and therefore was not a significant driver of the change in revenue.
Previous wording
Our revenue from colocation services was $4.8 million and $1.6 million for the three months ended March 31, 2026 and 2025, respectively. The increase was primarily due to the MTL-3 site becoming fully operational and generating revenues beginning November 2025.
Current wording
Our revenue from colocation services was $4.7 million and $1.7 million for the three months ended June 30, 2026 and 2025, respectively. The increase was primarily due to the MTL-3 site becoming fully operational and generating revenues beginning November 2025.
Previous wording
Our revenues from digital asset mining services decreased by $4.1 million, or 52.4%, to $3.7 million for the three months ended March 31, 2026 from $7.8 million for the three months ended March 31, 2025. The decrease was primarily due to lower BTC generated from our mining business and lower average BTC price in the first quarter of 2026, compared to the same period in 2025.
Current wording
Our revenues from digital asset mining services decreased by $4.2 million, or 64.2%, to $2.4 million for the three months ended June 30, 2026 from $6.6 million for the three months ended June 30, 2025. The decrease was primarily due to lower BTC generated from our mining business and lower average BTC price in the second quarter of 2026, compared to the same period in 2025.
Previous wording
For the liquid staking business, the Company has deployed ETH into Portara protocol (formerly known as Harbour) supported by liquid staking solution provider under the consortium of Blockdaemon and Stakewise, and Liquid Collective protocol supported by Coinbase. By staking, we receive receipt tokens for the ETH staked which could be redeemed to ETH or can be traded or collateralized elsewhere, at any time. In addition, we receive rETH-h for rewards earned from Portara protocol. With the introduction of staked ETH withdrawals in April 2023, we have reassessed our Ethereum network staking approaches, weighing the advantages of traditional staking against liquid staking solutions. The withdrawal feature in native staking, coupled with yields that are on par with those of liquid staking, has encouraged us to expand our collaborations with other service providers in this domain. As a result, we terminated all liquid staking activities with StakeWise in the third quarter of 2023, reclaiming all staked Ethereum along with the accumulated rewards. In the first quarter of 2024, we ceased our liquid staking activities with Liquid Collective protocol and reclaimed all our staked Ethereum. In July 2025, we resumed liquid staking through the Liquid Collective protocol with 5,120 ETH. Subsequently, we ceased our liquid staking activities with Liquid Collective protocol in October 2025.
Current wording
For the liquid staking business, the Company has deployed ETH into Portara protocol (formerly known as Harbour) supported by liquid staking solution provider under the consortium of Blockdaemon and Stakewise, and Liquid Collective protocol supported by Coinbase. By staking, we receive receipt tokens for the ETH staked which could be redeemed to ETH or can be traded or collateralized elsewhere, at any time. In addition, we receive rETH-h for rewards earned from Portara protocol. With the introduction of staked ETH withdrawals in April 2023, we have reassessed our Ethereum network staking approaches, weighing the advantages of traditional staking against liquid staking solutions. The withdrawal feature in native staking, coupled with yields that are on par with those of liquid staking, has encouraged us to expand our collaborations with other service providers in this domain. As a result, we terminated all liquid staking activities with StakeWise in the third quarter of 2023, reclaiming all staked Ethereum along with the accumulated rewards. In the first quarter of 2024, we ceased our liquid staking activities with Liquid Collective protocol and reclaimed all our staked Ethereum. In July 2025, we resumed liquid staking through the Liquid Collective protocol with 5,120 ETH. Subsequently, we ceased our liquid staking activities with Liquid Collective protocol in October 2025. In April 2026, the Company liquid staked 73,235 ETH and received 66,192 LsETH, a portion of which was subsequently pledged as collateral under certain borrowing arrangements during the period.
Previous wording
Our revenues from ETH native staking increased by $1,735,868, or 309.6% to $2,296,509 for the three months ended March 31, 2026 from $560,641 for the three months ended March 31, 2025. The increase was primarily due to an increase of 738.1 ETH earned from staking services, partially offset by a decrease in the average price of ETH for the three months ended March 31, 2026 compared, to the three months ended March 31, 2025.
Current wording
Our revenues from ETH native staking increased by $0.5 million, or 147.4% to $0.9 million for the three months ended June 30, 2026 from $0.4 million for the three months ended June 30, 2025. The increase was primarily due to an increase of 273.3 ETH earned from staking services, partially offset by a decrease in the average price of ETH for the three months ended June 30, 2026 compared to the three months ended June 30, 2025.
Previous wording
For the three months ended March 31, 2026, electricity costs increased by $0.3 million, or 58.9%, compared to the electricity costs incurred for the three months ended March 31, 2025. The increase primarily resulted from an increase in the number of GPU servers deployed.
Current wording
For the three months ended June 30, 2026, electricity costs increased by $0.1 million, or 22.8%, compared to the electricity costs incurred for the three months ended June 30, 2025. The increase primarily resulted from an increase in the number of GPU servers deployed.
Previous wording
Data center lease expenses. We entered into data center lease agreements for fixed monthly recurring costs.
Current wording
Datacenter lease expenses. We entered into data center lease agreements for fixed monthly recurring costs.
Previous wording
For the three months ended March 31, 2026, data center lease expenses increased by $0.1 million, or 9.5%, compared to the data center lease expenses incurred for the three months ended March 31, 2025 due to a new lease entered in March 2025.
Current wording
For the three months ended June 30, 2026, data center lease expenses increased by $0.2 million, or 15.5%, compared to the three months ended June 30, 2025, primarily due to four new leases that commenced in the first quarter of 2026, as well as an additional lease entered into during the second quarter of 2026.* *
Previous wording
For the three months ended March 31, 2026, GPU server lease expenses remained consistent with the three months ended March 31, 2025.
Current wording
For the three months ended June 30, 2026, GPU server lease expenses increased by $1.9 million, or 49.4%, compared to the GPU server lease expenses incurred for the three months ended June 30, 2025. The increase primarily resulted from a one-time amount due upon finalizing a termination agreement with a GPU servers leasing partner, partially offset by a lower GPU server leasing rate on the newly onboarded customers.
Previous wording
For the three months ended March 31, 2026, third-party customer support fees were $0.1 million.
Current wording
For the three months ended June 30, 2026, third-party customer support fees were $1.3 million.
Previous wording
For the three months ended March 31, 2026, electricity costs increased by $0.6 million, or 272.6%, compared to the electricity costs incurred for the three months ended March 31, 2025, Since March 31, 2025, the Company has expanded its data center footprint, including the MTL-3 facility. The increase in electricity costs is primarily attributable to the MTL-3 facility, which was operational during the period ended March 31, 2026 but not operational during the period ended March 31, 2025.
Current wording
For the three months ended June 30, 2026, electricity costs increased by $0.5 million, or 180.7%, compared to the electricity costs incurred for the three months ended June 30, 2025, Since March 31, 2025, the Company has expanded its data center footprint, including the MTL-3 facility. The increase in electricity costs is primarily attributable to the MTL-3 facility, which was operational during the period ended June 30, 2026 but not operational during the period ended June 30, 2025.
Previous wording
For the three months ended March 31, 2026, wage expenses were $0.2 million.
Current wording
For the three months ended June 30, 2026, wage expenses increased slightly compared to the three months ended June 30, 2025 due to additional employees hired following the IPO.
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Current report — wording carried from elsewhere
Global Data Center Infrastructure and Partnerships
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The following table summarizes the results of our operations during the six months ended June 30, 2026 and 2025, respectively, and provides information regarding the dollar increase or (decrease) during the period.
Current report — wording carried from elsewhere
We generate revenues from cloud services, colocation services, digital asset mining, and ETH staking businesses. Refer to Note 3.Revenue from Contracts with Customers for further information.
Current report — wording carried from elsewhere
In the fourth quarter of 2023, we established our cloud-based HPC graphics processing unit services, which we term cloud services, a new business line to provide services to support generative AI workstreams. The Company commenced offering cloud services to customers in January 2024.
Current report — wording carried from elsewhere
In the fourth quarter of 2024, we acquired Enovum which provides customers with physical space, power, and cooling within data center facilities.
Current report — wording carried from elsewhere
Our revenue from colocation services was $9.5 million and $3.4 million for the six months ended June 30, 2026 and 2025, respectively. The increase was primarily due to the MTL-3 site becoming fully operational and generating revenues beginning November 2025.
Current report — wording carried from elsewhere
We provide computing power to digital asset mining pools, and receive consideration in the form of digital assets, the value of which is determined using the market price of the related digital asset at the time of receipt. By providing computing power to successfully add a block to the blockchain, the Company is entitled to a fractional share of the digital assets award from the mining pool operator, which is based on the proportion of computing power the Company contributed to the mining pool to the total computing power contributed by all mining pool participants in solving the current algorithm.
Current report — wording carried from elsewhere
During the fourth quarter of 2022, we commenced ETH staking business, in both native staking and liquid staking.
Current report — wording carried from elsewhere
For the ETH native staking business, we previously partnered with Blockdaemon, Marsprotocol and MarsLand. Currently, we stake ETH with Figment, using network-based smart contracts, on a node for the purpose of validating transactions and adding blocks to the network. Through these contracts, the Company stakes ETH on nodes for the purpose of validating transactions and adding blocks to the Ethereum blockchain network. The Company is able to withdraw staked ETH under contracted staking since April 12, 2023 when the previously announced Shanghai upgrade was completed. In exchange for staking the ETH and validating transactions on blockchain networks, the Company is entitled to block rewards and transaction fees for successfully validating or adding a block to the blockchain. These rewards are received by the Company directly from the Ethereum network and are calculated approximately based on the proportion of the Company’s stake to the total ETH staked by all validators.
Current report — wording carried from elsewhere
In the fourth quarter of 2023, the Company terminated the native staking activities and reclaimed all staked Ethereum with Blockdaemon. Our native staking operations with Marsprotocol commenced in the first quarter of 2023 and concluded in July 2023. After ceasing operations with Marsprotocol, we initiated our native staking operations with MarsLand in August 2023. In the first quarter of 2024, we concluded our operations with MarsLand and initiated our native staking operations with Figment. Since December 31, 2024, all of native staking operations are with Figment.
Current report — wording carried from elsewhere
For the liquid staking business, the Company has deployed ETH into Portara protocol (formerly known as Harbour) supported by liquid staking solution provider under the consortium of Blockdaemon and Stakewise, and Liquid Collective protocol supported by Coinbase. By staking, we receive receipt tokens for the ETH staked which could be redeemed to ETH or can be traded or collateralized elsewhere, at any time. In addition, we receive rETH-h for rewards earned from Portara protocol. With the introduction of staked ETH withdrawals in April 2023, we have reassessed our Ethereum network staking approaches, weighing the advantages of traditional staking against liquid staking solutions. The withdrawal feature in native staking, coupled with yields that are on par with those of liquid staking, has encouraged us to expand our collaborations with other service providers in this domain. As a result, we terminated all liquid staking activities with StakeWise in the third quarter of 2023, reclaiming all staked Ethereum along with the accumulated rewards. In the first quarter of 2024, we ceased our liquid staking activities with Liquid Collective protocol and reclaimed all our staked Ethereum. In July 2025, we resumed liquid staking through the Liquid Collective protocol with 5,120 ETH. Subsequently, we ceased our liquid staking activities with Liquid Collective protocol in October 2025. In April 2026, the Company liquid staked 73,235 ETH and received 66,192 LsETH, a portion of which was subsequently pledged as collateral under certain borrowing arrangements during the period.
Current report — wording carried from elsewhere
In the first quarter of 2024, the Company has restaked 3,008 ETH into EigenLayer, a protocol built on Ethereum that enables restaking of the already-staked ETH, through Figment. To mitigate potential risks, we restake our ETH without delegating to any operator and the Company received 33,568 EigenLayer in the fourth quarter of 2024 from this restaking activity. As of the date of this report, the reward earned in 2026 from this restaking activity is not significant.
Current report — wording carried from elsewhere
We incur cost of revenue from digital asset mining, cloud services, colocation services, and ETH staking businesses.
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The Company’s cost of revenue consists primarily of direct production costs associated with its core operations, excluding depreciation and amortization, which are separately stated in the Company’s condensed consolidated statements of operations. Specifically, these costs consist of:
Current report — wording carried from elsewhere
Electricity costs. These expenses were incurred by the data centers for the HPC equipment and were closely correlated with the number of deployed GPU servers.
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Datacenter lease expenses. We entered into datacenter lease agreements for fixed monthly recurring costs.
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GPU servers lease expenses. We entered into a GPU servers lease agreement to support our cloud services. The lease payment depends on the usage of the GPU servers.
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Third-party customer support fees. We engaged a third party to provide customer support services.
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In the fourth quarter of 2024, we acquired Enovum which provides colocation services. For the six months ended June 30, 2026 and 2025, the cost of revenue from colocation services was comprised of the following:
Current report — wording carried from elsewhere
Electricity costs*.* These expenses were closely correlated with the number of deployed servers hosted by the data center.
Current report — wording carried from elsewhere
For the six months ended June 30, 2026, electricity costs increased by $1.1 million, or 222.3%, compared to the electricity costs incurred for the six months ended June 30, 2025. Since March 31, 2025, the Company has expanded its data center footprint, including the MTL-3 facility. The increase in electricity costs is primarily attributable to the MTL-3 facility, which was operational during the period ended June 30, 2026 but not operational during the period ended June 30, 2025.
Current report — wording carried from elsewhere
Lease expenses. These expenses were incurred by the data center for lease agreement for a fixed monthly recurring cost.
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Wage expenses. These expenses represent the salaries and benefits of data center employees involved in the operation of our facilities.
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Cost of revenue - digital asset mining
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For the six months ended June 30, 2026 and 2025, the cost of revenue from digital asset mining was comprised of the following:
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*Electricity costs.*These expenses were incurred by mining facilities for the miners in operation and were closely correlated with the number of deployed miners.
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*Profit-sharing fees.*We enter into hosting agreements with certain mining facilities, which included performance fees calculated as a fixed percentage of net profit generated by the miners. We refer to these fees as profit-sharing fees.
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For the six months ended June 30, 2026, profit-sharing fees decreased by $1.2 million, or 53.7%, compared to profit-sharing fees incurred in the six months ended June 30, 2025. The decrease in profit-sharing fees was primarily due to a lower bitcoin production and lower average BTC price in the second quarter of 2026, compared to the same period.
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Cost of revenue - ETH staking business
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For the six months ended June 30, 2026, cost of revenue from ETH staking business increased by $0.1 million, or 162.9%, compared to the cost of revenue incurred for the six months ended June 30, 2025. The increase was primarily driven by an increased number of staked ETH from 21,568 ETH in the six months ended June 30, 2025 to 74,167 ETH in the six months ended June 30, 2026.
Current report — wording carried from elsewhere
For the six months ended June 30, 2026 and 2025, depreciation and amortization expenses were $20.1 million and $15.5 million, respectively, based on an estimated useful life of property, plant, and equipment and intangible assets. The increase in depreciation and amortization expenses is attributable to additional assets placed in service, resulting in higher expense being recognized.
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Change in fair value of derivative liability
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Change in fair value of derivative liability during the six months ended June 30, 2026 and 2025 were $4.7 million and $nil, respectively, related to the conversion feature of the 2030 Convertible Notes which was originally accounted for separately as a derivative liability.
Current report — wording carried from elsewhere
Provision for income taxes consists of federal, state and foreign income taxes. Our income tax provision for the six months ended June 30, 2026 is primarily attributable to the mix of earnings and losses in countries with differing statutory tax rates, and the valuation allowance applied to the Company’s deferred tax assets in the United States, Singapore and Hong Kong. We continue to maintain a valuation allowance against the deferred tax assets in United States, Singapore and Hong Kong as the Company does not expect those deferred tax assets are “more likely than not” to be realized in the near future, particularly due to the uncertainty on macroeconomy, politics and profitability of the business.
Current report — wording carried from elsewhere
Our income tax provision was $(1.0) million and $2.3 million for the six months ended June 30, 2026 and 2025, respectively. The income tax provision was lower during the six months ended June 30, 2026 compared to the six months ended June 30, 2025 primarily due to higher pretax loss, geographic mix earning impacts and Net CFC Tested Income or NCTI (a.k.a GILTI) impact. Also, in both periods presented, we were not able to benefit from current year foreign loss before taxes due to foreign valuation allowance from certain foreign operations.
Current report — wording carried from elsewhere
Basic and diluted weighted average number of shares was 337,998,729 and 337,998,729 for the six months ended June 30, 2026, respectively. Basic and diluted weighted average number of shares was 194,355,223 and 194,355,223 for the six months ended June 30, 2025, respectively.
Current report — wording carried from elsewhere
In the first quarter of 2026, the Company sold an aggregate of 2,372,035 ordinary shares in connection with the at-the-market offering. The Company received net proceeds of $4.1 million, net of offering costs.
Current report — wording carried from elsewhere
In the second quarter of 2026, the Company sold an aggregate of 22,997,224 ordinary shares in connection with the at-the-market offering. The Company received net proceeds of $34.5 million, net of offering costs.
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Previous report — wording carried elsewhere
In October 2025, WhiteFiber entered into a two-week service order with a new customer to provide services utilizing a total of 72 B200 GPUs. In January 2026, WhiteFiber entered into an additional two-week service order with this customer for 72 B200 GPUs. These contracts were terminated as of February 2026.