Vulcan Infrastructure & Power Inc.
For the period ended Jun 30, 2026. Filed Aug 14, 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 14, 2026
VIP$0.96-4.6%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.
0001628280-26-035547
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-14.
0001628280-26-057159
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 106 previous paragraphs and 154 current paragraphs.
55 unchanged; 30 reworded; 51 added; 21 removed; 0 previous and 18 current paragraphs rearranged.
Tables are not compared: 10 previous and 17 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 (51)
Current report
On July 19, 2026, we entered into subscription agreements with MIG REF II INFR, LLC (“MIG”), Atlas GREE Investment Holdco LLC (“Atlas Holdco”), Conversant PIF Aggregator A LP (“Conversant”) and certain other investors, including certain of our officers and a director (collectively, “PIPE Investors”), in connection with a private investment in public equity financing transaction (the “PIPE Transaction”).
Current report
Pursuant to the subscription agreements, we have agreed to issue and sell to such investors an aggregate of 17,146,190 shares of our Class A common stock at a purchase price of $1.71 per share (the “PIPE Shares”). In addition, we have agreed to issue to MIG a senior secured convertible promissory note in the principal amount of $10.0 million(the “MIG Convertible Note”), which is convertible into shares of our Class A common stock (the “MIG Conversion Shares”), and a three-year warrant(the “MIG Warrant”)to purchase 1,754,386 shares of our Class A common stock at an initial exercise price of $1.71 per share(the “MIG Warrant Shares” and, collectively with the PIPE Shares, the MIG Convertible Note, the MIG Conversion Shares and the MIG Warrant, the “PIPE Securities”). Subject to closing of the PIPE Transaction, we expect to receive aggregate gross proceeds of approximately$39.4 million, before deducting transaction-related expenses.
Current report
We intend to use the net proceeds from the PIPE Transaction primarily to redeem the remaining approximately $33.1 million in aggregate principal amount of our outstanding 8.50% Senior Notes due October 2026 (the“Senior Notes”), with any remaining net proceeds to be used for general corporate purposes, including funding the predevelopment of our operations located in Dresden, New York and Columbus, Mississippi. The foregoing does not constitute a notice of redemption with respect to the Senior Notes.
Current report
The PIPE Transaction is also intended to support our ongoing transition to a power and infrastructure platform focused on acquiring, developing and operating energized sites supporting AI and HPC datacenters and local electricity grids. We believe that the participation of affiliates of Machine Investment Group, LP, Conversant Capital, LLC and Atlas Holdings LLC will provide strategic benefits to us given their respective operational and investment experience in the infrastructure and energy sectors.
Current report
The closing of the PIPE Transaction is subject to the satisfaction or waiver of certain closing conditions set forth in the subscription agreements, including, among others, (i) approval for listing on Nasdaq, subject to official notice of issuance, of the PIPE Shares, MIG Conversion Shares and MIG Warrant Shares, (ii) the execution and delivery of certain ancillary agreements, including investor rights agreements with MIG and Atlas Holdco, (iii) with respect to the MIG subscription agreement, the delivery of a security agreement and other related security documents relating to collateral pledged to secure the MIG Convertible Note, including miners located at our facilities in Dresden, New York and Underwood, North Dakota, a deed of trust with respect to our powered land located in Columbus, Mississippi, a pledge of the equity interests in our entity that owns such land and subsidiary guaranties from our entities that own such collateral, and (iv) the receipt by us of aggregate gross proceeds pursuant to the subscription agreements of not less than $30.0 million.
Current report
On July 19, 2026, our stockholders holding a majority of the voting power of our outstanding capital stock entitled to vote at a meeting of stockholders as of July 17, 2026, the record date, acting by written consent in lieu of a meeting of stockholders, approved the issuance of the PIPE Securities for purposes of Nasdaq Listing Rule 5635(b). The Board determined that such approval was required because the issuance of the PIPE Shares and the potential issuance of the MIG Conversion Shares and MIG Warrant Shares would result in a change of control for purposes of Nasdaq Listing Rule 5635(b). The actions approved by the stockholders pursuant to such written consent will not become effective until at least 20 calendar days following the date on which the Schedule 14C Information Statement to be filed by us with the SEC is first sent or given to our stockholders.
Current report
Each subscription agreement may be terminated prior to closing by mutual written consent of the respective parties thereto, in certain circumstances involving an uncured material breach as provided therein, or if the closing of the PIPE Transaction has not occurred on or before October 10, 2026, subject to certain exceptions.
Current report
In connection with the closing of the PIPE Transaction, we have agreed to enter into investor rights agreements with each of MIG and Atlas Holdco and to reconstitute our Board so that it consists of ten directors upon such closing, consisting of four directors nominated by Atlas Holdco, two independent directors identified by MIG, one independent director identified by Atlas Holdco, our Chief Executive Officer and two independent directors identified by us, one of whom, subject to the terms of the Conversant subscription agreement, will be nominated by Conversant. The directors identified by MIG, Atlas Holdco and us will be subject to the applicable independence requirements and consent rights set forth in the investor rights agreements. On the date the regulatory approvals required by the MIG subscription agreement have been obtained, we have agreed to further reconstitute our Board so that it consists of eight directors, consisting of one director nominated by MIG, one director nominated by Atlas Holdco, our Chief Executive Officer, two independent directors identified by MIG, one independent director identified by Atlas Holdco and two independent directors identified by us, one of whom, subject to the terms and conditions of the Conversant subscription agreement, will be nominated by Conversant. MIG, Atlas Holdco and Conversant will also receive continuing Board nomination rights, and MIG and Atlas Holdco will receive non-voting Board observer rights and rights to designate the members of a two-member Capital Committee of our Board, in each case subject to the applicable ownership thresholds. The PIPE Investors will receive certain participation and registration rights. MIG and Atlas Holdco will also have the right to receive certain project-level acquisition fees and/or promote incentives in connection with services provided to us relating to identifying potential powered land acquisition opportunities and prospective tenants, subject to the approvals and other limitations provided in the applicable investor rights agreement.
Current report
As of the date of this Quarterly Report on Form 10-Q, the PIPE Transaction has not closed, we have not received any proceeds from the PIPE Transaction and none of the PIPE Securities have been issued. The completion of the PIPE Transaction is not assured and remains subject to the satisfaction or waiver of the applicable closing conditions. For additional information regarding the PIPE Transaction, see Note 17, “Subsequent Events — Strategic Investment and PIPE Transaction,” to our unaudited condensed consolidated financial statements.
Current report
Privately Negotiated Exchange Agreements
Current report
Exchange Offer
Current report
On April 10, 2026, pursuant to the Exchange Offer, we exchanged$1.4 million in aggregate principal amount of our Senior Notes for approximately$1.5 million in aggregate principal amount of our New Notes and issued 114,890 shares of our Class A common stock, as described under Note 5,“Debt—Exchange Offer.”The transactions were exempt from registration in reliance upon Section 3(a)(9) of the Securities Act.
Current report
During the three months ended June 30, 2026, the Dresden plant was offline for approximately 35 days in order to complete the replacement of the switchgear damaged in November 2025, as well as for normal annual maintenance, upgrades and repairs. This has negatively impacted revenue as well as cost of revenue for the three-month period due to the lost power and self-mining revenue, the incremental costs incurred for repairs and higher fixed costs incurred with no revenue for the shutdown period. The Company expects that the maintenance, upgrades and repairs completed during the extended outage will support the Dresden plant’s operating reliability and uptime going forward.
Current report
In the three months ended June 30, 2026 we decreased our mining capacity by 7.5 MW as compared to the prior year period as a result of the sale of the Mississippi site in September 2025.
Current report
We estimate that approximately 36% of the decrease was attributable to a 10% increase in the global bitcoin mining difficulty factor, combined with a 27% decrease in the average price of bitcoin. Approximately 24% of the overall revenue decrease was attributable to a 37% decrease in self-mining hashrate due to the extended plant shutdown and the sale of the Mississippi site which contributed to 61% of the overall megawatt hours (“MWh”) decrease from the prior year period.
Current report
Total cost of revenue, exclusive of depreciation and amortization, decreased by $3.7 million, or 31%, to $8.2 million during the three months ended June 30, 2026, compared to the prior-year period. We estimate that the decrease was driven primarily by an approximately 24% reduction attributable to lower natural gas costs, of which 57% was due to the lower usage of the plant combined with a 10% reduction in average prices, and an approximately 7% reduction attributable to a lower sales tax expense, as the second quarter of 2025 included sales tax expense resulting from a sales tax audit that did not occur in the current quarter. These decreases were offset by incremental repair and maintenance costs of $2.2 million related to the switchgear that malfunctioned in November 2025.
Current report
•An increase of approximately $0.2 million in professional fees primarily driven by an increase in legal costs related to the filing of our registration statement on Form S-3;
Current report
•An increase of approximately $0.4 million due to increased business development costs related to beneficial use of CCR's during the three months ended June 30, 2026, compared to the prior-year period; and
Current report
•An increase of $0.2 million increase in information technology and other corporate costs during the three months ended June 30, 2026 , compared to the prior-year period.
Current report
Loss (gain) on digital assets
Current report
Loss (gain) on sale of assets
Current report
Results from Operations - Six Months Ended June 30, 2026
Current report
Key Metrics
Current report
Revenue
Current report
During the six months ended June 30, 2026, the Dresden plant was off-line for approximately 35 days in order to complete the replacement of the switchgear damaged in November 2025, as well as for normal annual maintenance, upgrades and repairs. This has negatively impacted revenue as well as cost of revenue for the 6-month period due to the lost power and self-mining sales, the incremental costs incurred for repairs and higher fixed costs incurred with no revenue for the shutdown period.
Current report
Power and capacity revenue
Current report
Our power and capacity revenue increased $8.2 million, or 70%, to $20.0 million during the six months ended June 30, 2026. We estimate higher average power and capacity prices and higher power and capacity sales volume caused revenue increases of approximately 54% and 31%, respectively, as compared to the prior period. The increases in power revenue were partially offset by $1.7m, or 15% , as a result of a non-recurring NYSEG contract pricing settlement relating to the temporary plant power configuration that occurred after the switchgear malfunction. The switchgear repairs also kept us offline for five weeks, resulting in a further reduction of revenue during the six months ended June 30, 2026.
Current report
Cryptocurrency mining revenue
Current report
In the six months ended June 30, 2026 we decreased our mining capacity by 7.5 MW as compared to the prior year period as a result of the sale of the Mississippi site in September 2025.
Current report
We estimate that approximately 37% of the decrease was attributable to an 18% increase in the global bitcoin mining difficulty factor, combined with a 23% decrease in the average price of bitcoin. Approximately 22% of the overall revenue decrease was attributable to a 35% decrease in self-mining hashrate due to the extended plant shutdown and the sale of the Mississippi site which contributed to 92% of the overall MWh decrease from the prior year period.
Current report
Datacenter hosting revenue
Current report
Total cost of revenue, exclusive of depreciation, decreased $1.6 million, or 6%, to $25.3 million during the six months ended June 30, 2026, compared to the prior-year period. We estimate that the decrease was driven primarily by an approximately 4% reduction attributable to lower natural gas costs, primarily due to 35% lower gas volumes, and a 2% reduction attributable to lower emissions costs, primarily due to lower emissions volumes. These decreases were partially offset by non-recurring repair costs of $2.2 million related to the switchgear that malfunctioned in November 2025.
Current report
Selling, general and administrative expenses
Current report
•An increase of approximately $0.7 million in professional fees primarily driven by an increase in legal costs related to the filing of our registration statement on Form S-3;
Current report
•An increase of approximately $0.5 million due to increased business development costs related to beneficial use of CCR's and $0.1 in other expenses incurred during the six months ended June 30, 2026, compared to the prior-year period.
Current report
Depreciation
Current report
Gain (loss) on digital assets
Current report
We recognized a loss on digital assets of $2.7 million for the six months ended June 30, 2026 as a result of a decrease in the price of bitcoin during the six months ended June 30, 2026, which comprised a $2.6 million unrealized loss on digital assets held in treasury and a $0.1 million realized loss on sales of bitcoin during the period. There was a $0.4 million unrealized gain on digital assets and a $0.7 million realized gain on sales of bitcoin during the six months ended June 30, 2025.
Current report
Loss (gain) on sale of assets
Current report
We recognizeda gain on the sale of assets of $1.2 million for the six months ended June 30, 2026, which was primarily a result of selling emissions credits. During the six months ended June 30, 2025, we recognized a $0.4 million loss on the sale of assets.
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Removed paragraphs (21)
Previous report
Highlights from the three months ended March 31, 2026 and subsequent events through the date of this filing:
Previous report
•We received a proposed interconnection agreement from the New York State Electric & Gas Corporation with respect to the previously announced 60 MW of non-curtailable power at the New York Facility, advancing our AI/HPC datacenter development plans. In addition, we submitted a request to the Tennessee Valley Authority for an additional 250 MW of power capacity at our Mississippi greenfield site, which would supplement the 40 MW load that we anticipated being energized in the first quarter of 2027.
Previous report
•We engaged advisors to assist with the marketing and development of the New York Facility and the Mississippi greenfield site in connection with our transition toward AI/HPC datacenter operations, including the preparation of detailed site plan designs, and continued discussions with multiple parties regarding potential joint ventures, strategic partnerships and other potential transactions involving the Mississippi greenfield site, including a possible sale thereof.
Previous report
•We have extinguished approximately 48.8% of the original $72,200,000 aggregate principal amount of our 8.50% Senior Notes due October 2026 (the “Senior Notes”), totaling $36,972,250 in principal amount (or 1,478,890 Senior Notes, each with a $25 principal value), for either cash or shares of our Class A common stock, in the aggregate, from October 24, 2024 through the date of this filing. On April 10, 2026, pursuant to our exchange offer to issue our 10.00% Senior Notes due 2030 (each with a $11 principal value) (collectively, the “New Notes”) plus two shares of our Class A common stock in exchange for the Senior Notes (such transaction, the “Exchange Offer”), we exchanged $1.4 million in aggregate principal amount of the Senior Notes for approximately $1.5 million in aggregate principal amount of the New Notes plus 114,890 shares of our Class A common stock. Following the completion of the Exchange Offer, we had $35.2 million in aggregate principal amount of Senior Notes outstanding and $3.7 million in aggregate principal amount of New Notes outstanding. See Note 5, “Debt,” Note 9, “Stockholders’ Deficit,” and Note 17, “Subsequent Events — Exchange Offer,” in the notes to our unaudited condensed consolidated financial statements for further information.
Previous report
•During the three months ended March 31, 2026, we did not issue any shares of our Class A common stock under the Common Stock Purchase Agreement with B. Riley Principal Capital II, LLC (See Note 9, “Stockholders’ Deficit - Common Stock Purchase Agreement with B. Riley Principal Capital II, LLC”). As of the filing date of this report, we do not plan to sell any shares of our Class A common stock pursuant to the Common Stock Purchase Agreement; however, there can be no assurance that we will not do so at, above or below prevailing market prices for our shares of Class A common stock as of the date of filing.
Previous report
We estimate that approximately 37% of the decrease was attributable to a 27% increase in the global bitcoin mining difficulty factor, combined with an 18% decrease in the average price of Bitcoin. Approximately 21% of the overall decrease was attributable to a 32% decrease in self-mining hashrate due our strategic decision to allocate additional power generation capacity and MWhs to power sales, as power market economics were more favorable than cryptocurrency mining in the first quarter of 2026. Bitcoin mining difficulty was 27% higher compared to the prior year due to increases in the difficulty index associated with the complexity of the algorithmic solution required to create a block and receive a bitcoin award, and the average bitcoin price was 18% lower than the prior year.
Previous report
Total cost of revenue, exclusive of depreciation and amortization, increased by $2.1 million, or 14%, to $17.1 million during the three months ended March 31, 2026, compared to the prior-year period. We estimate that the increase was driven primarily by approximately 12% attributable to higher natural gas costs and approximately 10% attributable to increased plant repairs and maintenance, including switchgear replacement for equipment damaged in a fire in November 2025. These increases were partially offset by approximately 3% attributable to a decrease in electricity expenses, reflecting the cessation of cryptocurrency mining activities in Mississippi in the first quarter of 2026, approximately 3% attributable to a decrease in emissions pricing, and approximately 3% attributable to decreases in other cost of sales.
Previous report
•An increase of approximately $0.4 million in professional fees, consisting of a $0.2 million increase in audit fees primarily due to timing, a $0.1 million increase in legal costs in connection with administrative proceeds regarding the Title V Air Permit, and a $0.1 million increase in other professional fees.
Previous report
Loss on digital assets
Previous report
Loss on sale of assets
Previous report
Management has taken certain actions since 2022 to improve our liquidity, including, among other things, the sale of assets, the proceeds of which were used to extinguish $80.3 million of long-term debt, and significant restructuring activities to materially reduce selling, general and administrative expenses. In addition to these actions taken in prior years, we completed the following transactions in 2025 to continue to improve our liquidity position:
Previous report
•On December 11, 2025, we completed the sale of the 152-acre property we owned in Spartanburg, South Carolina and an assignment of our rights to 60 MW of electrical services (the “Initial Load”), which is expected to be made available to the property by September 2026, to an affiliate of The Lightstone Group and Lighthouse Datacenters for $18.0 million in cash paid at closing and the right to receive up to $18.0 million in additional future contingent payments. Any future contingent payments are payable at $180,000 per MW of power capacity made available to the property before December 31, 2030, to the extent such capacity exceeds the Initial Load. We recognized a gain on the sale of $10.5 million and have not recognized any consideration related to the additional future contingent payments as they are not realizable as of December 31, 2025.
Previous report
•On August 1, 2025, we entered into an Asset Purchase Agreement and certain ancillary agreements to sell certain assets our plant in Columbus, Mississippi, other than the adjoining 5.6-acre tract of land with over 73,000 square feet of industrial warehouse space, for $4.2 million in cash, which closed on September 16, 2025 (see Note 4, “Property and Equipment, Net”).
Previous report
•During 2025, we completed a series of public tender/exchange offers, pursuant to which we repurchased $15.0 million in aggregate principal amount of the Senior Notes for a total of $5.7 million in cash and exchanged an additional $5.0 million in aggregate principal amount of the Senior Notes for $2.3 million in aggregate principal amount of the New Notes.
Previous report
•During 2025, we paid $0.7 million in cash to repurchase an aggregate of $1.1 million principal amount of the Senior Notes in open market transactions. We recognized a gain on extinguishment of debt of $0.4 million as a result of such open market repurchases.
Previous report
Following the conclusion of the privately negotiated exchanges, the public tender/exchange offers and open market debt repurchases, we had $36.7 million in aggregate principal amount of the Senior Notes outstanding, along with $3.1 million of capitalized contractual interest payments, and $2.3 million in aggregate principal amount of the New Notes outstanding, along with $1.0 million of capitalized contractual interest payments. The Senior Notes mature on October 31, 2026, at which time all outstanding principal, together with any accrued and unpaid interest thereon, will become due. The New Notes mature on June 30, 2030, at which time all outstanding principal, together with any accrued and unpaid interest thereon, will become due. See Note 5,“Debt” for additional information.
Previous report
On March 11, 2026, we commenced an exchange offer (as subsequently amended, the “Exchange Offer”) pursuant to which we offered to exchange up to $36.7 million in aggregate principal amount of the Senior Notes for New Notes. Under the Exchange Offer, holders could exchange $25.00 principal amount of Senior Notes for $25.00 principal amount of New Notes, together with two shares of our Class A common stock, for each $25.00 principal amount of Senior Notes exchanged. On April 10, 2026, we exchanged $1.4 million in aggregate principal amount of the Senior Notes for approximately $1.5 million in aggregate principal amount of the New Notes and issued 114,890 shares of our Class A common stock. Following the completion of the Exchange Offer, we had $35.2 million in aggregate principal amount of Senior Notes outstanding and $3.7 million in aggregate principal amount of New Notes outstanding. See Note 17, "Subsequent Events"for additional information.
Previous report
We are considering various alternatives to address our obligations under the Senior Notes, including:
Previous report
•The retirement or repurchase of our outstanding debt through cash purchases and/or exchanges for equity or other debt securities, which may be conducted in open market purchases, privately negotiated transactions or other transactions. Such repurchases or exchanges, if any, will be on terms and at prices determined by us, and will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material and, to the extent equity is used, may be dilutive to existing stockholders.
Previous report
•Issuances of new debt and/or equity to refinance, repay or otherwise satisfy the existing Senior Notes.
Previous report
Given the uncertainty regarding our financial condition over the next 12 months from the date the condensed consolidated financial statements contained in this Quarterly Report were issued, we have concluded that there is substantial doubt about our ability to continue as a going concern for a reasonable period of time.
Reworded paragraphs (30)
Previous wording
The following discussion should be read together with the audited financial statements and the related notes thereto of Greenidge Generation Holdings Inc., together with its consolidated subsidiaries (“Greenidge” or the “Company”), for the years ended December 31, 2025 and 2024 included in our Annual Report on Form 10-K and the unaudited interim financial statements and related notes thereto of the Company for the three months ended March 31, 2026 included elsewhere in this Quarterly Report on Form 10-Q. This discussion contains certain forward-looking statements that reflect plans, estimates and beliefs and involve numerous risks and uncertainties, including but not limited to those described in the “Risk Factors” disclosed in Item 1A to Part I of Greenidge’s Annual Report on Form 10-K for the year ended December 31, 2025 and in this Quarterly Report on Form 10-Q, and “Cautionary Statement Regarding Forward-Looking Statements” sections of this Quarterly Report on Form 10-Q. Actual results may differ materially from those contained in any forward-looking statements. For purposes of this section, “Greenidge,“ “the Company,” “we,” “us” and “our” refer to Greenidge Generation Holdings Inc. together with its consolidated subsidiaries. You should carefully read “Cautionary Statement Regarding Forward-Looking Statements” in this Quarterly Report on Form 10-Q.
Current wording
The following discussion should be read together with the audited financial statements and the related notes thereto of Vulcan Infrastructure and Power Inc. (formerly Greenidge Generation Holdings Inc.), together with its consolidated subsidiaries (“Vulcan” or the “Company”), for the years ended December 31, 2025 and 2024 included in our Annual Report on Form 10-K and the unaudited interim financial statements and related notes thereto of the Company for the three and six months ended June 30, 2026 included elsewhere in this Quarterly Report on Form 10-Q. This discussion contains certain forward-looking statements that reflect plans, estimates and beliefs and involve numerous risks and uncertainties, including but not limited to those described in the “Risk Factors” disclosed in Item 1A to Part I of Vulcan’s Annual Report on Form 10-K for the year ended December 31, 2025 and in this Quarterly Report on Form 10-Q, and “Cautionary Statement Regarding Forward-Looking Statements” sections of this Quarterly Report on Form 10-Q. Actual results may differ materially from those contained in any forward-looking statements. For purposes of this section, “Vulcan,“ “the Company,” “we,” “us” and “our” refer to Vulcan Infrastructure and Power Inc. together with its consolidated subsidiaries. You should carefully read “Cautionary Statement Regarding Forward-Looking Statements” in this Quarterly Report on Form 10-Q.
Previous wording
We are a developer and operator of datacenters and powered assets designed to support energy-intensive computing workloads. We currently build, maintain and operate datacenters focused on bitcoin mining, along with related power and electric infrastructure. We are increasingly focused on leveraging our power generation assets, grid interconnection rights and datacenter development expertise to support AI and HPC workloads, which we believe represent a significant long-term growth opportunity.
Current wording
We are a developer and operator of datacenters and powered assets designed to support energy-intensive computing workloads. We have historically built, maintained and operated datacenters focused on bitcoin mining, together with related power generation and electric infrastructure. We are pursuing a transition to a power and infrastructure platform focused on acquiring, developing and operating energized sites supporting AI and HPC datacenters and local electricity grids.
Previous wording
We own and operate a vertically integrated cryptocurrency datacenter and power generation facility in Torrey, New York (the“New York Facility”), which includes a natural gas power generation plant with approximately 106 megawatt (“MW”) of nameplate capacity. We also own a 34-acre greenfield site in Columbus, Mississippi, which we expect will provide access to 40 MW of datacenter capacity by the first quarter of 2027. Additionally, we have 7.5 MW of self-mining capacity in North Dakota(the “North Dakota Facility”)through a five-year lease which provides us with energy access to support our cryptocurrency mining operations. We operated 7 MW of self-mining capacity at a facility in Mississippi prior to the sale of such facility on September 16, 2025.
Current wording
We own and operate a vertically integrated cryptocurrency datacenter and power generation facility in Torrey, New York (the“New York Facility”), which includes a natural gas power generation plant with approximately 106 megawatt (“MW”) of nameplate capacity. We also own a 34-acre greenfield site in Columbus, Mississippi, which we expect will provide access to 40 MW of datacenter capacity by the third quarter of 2027. Additionally, we have 7.5 MW of self-mining capacity in North Dakota(the “North Dakota Facility”)through a five-year lease which provides us with energy access to support our cryptocurrency mining operations. We operated 7 MW of self-mining capacity at a facility in Mississippi prior to the sale of such facility on September 16, 2025.
Previous wording
We generate revenue from three primary sources: (1) datacenter hosting, (2) cryptocurrency mining, and (3) power and capacity.
Current wording
We generate revenue from three primary sources: (1) power and capacity, (2) datacenter hosting, and (3) cryptocurrency mining.
Previous wording
•During 2025 and 2024, we entered into privately negotiated exchange agreements, pursuant to which we issued an aggregate of 1,934,889 shares of our Class A common stock and paid an aggregate of $2.9 million in cash in exchange for $14.5 million in aggregate principal amount of the Senior Notes.
Current wording
On May 29 and June 1, 2026, we entered into separate privately negotiated exchange agreements (collectively, the “Exchange Agreements”), under which we issued an aggregate of 1,162,221 shares of our Class A common stock in exchange for$2.1 million aggregate principal amount of our Senior Notes, as described under Note 5,“Debt—Privately Negotiated Exchange Agreements.”The transactions were exempt from registration in reliance upon Section 3(a)(9) of the Securities Act.
Previous wording
For our cryptocurrency mining revenue, we generate revenue in the form of bitcoin by earning bitcoin as rewards and transaction fees for supporting the global bitcoin network with application-specific integrated circuit computers (“ASICs” or “miners”) owned by us. Our cryptocurrency mining revenue decreased by $2.4 million, or 57%, to $1.8 million.
Current wording
For our cryptocurrency mining revenue, we generate revenue in the form of bitcoin by earning bitcoin as rewards and transaction fees for supporting the global bitcoin network with application-specific integrated circuit computers (“ASICs” or “miners”) owned by us. Our cryptocurrency mining revenue decreased by $2.6 million, or 60%, to $1.7 million.
Previous wording
Selling, general and administrative expenses increased by $1.1 million, or 41%, to $3.9 million for the three months ended March 31, 2026, compared to the prior-year period. The main drivers of the increase in selling, general and administrative expenses were:
Current wording
Selling, general and administrative expenses increased by $0.8 million, or 26%, to $3.9 million for the three months ended June 30, 2026, compared to the prior-year period. The main drivers of the increase in selling, general and administrative expenses were:
Previous wording
Depreciation and amortization expense decreased by $0.5 million, or 15%, to $2.7 million for the three months ended March 31, 2026, compared to the prior-year period, due to a lower depreciable asset base at the end of the period.
Current wording
Depreciation and amortization expense decreased by $2.1 million, or 65%, to $1.1 million for the three months ended June 30, 2026, compared to the prior-year period, due to a lower depreciable asset base at the end of the period.
Previous wording
We recognized an unrealized loss on digital assets of $1.6 million for the three months ended March 31, 2026 as a result of a decrease in the closing price of bitcoin during the quarter. We recognized a loss on digital assets of $1.0 million for the three months ended March 31, 2025, which consisted of a $1.2 million unrealized loss on bitcoin held in treasury, partially offset by a $0.2 million realized gain on sale of bitcoin during the quarter.
Current wording
We recognized a loss on digital assets of $1.1 million for the three months ended June 30, 2026, which comprised a $1.0 million unrealized loss on digital assets held in treasuryas a result of a decrease in the closing price of bitcoin during the quarterand a $0.1 million realized loss on sales of bitcoin during the quarter. We recognized a gain on digital assets of $2.1 million for the three months ended June 30, 2025, which consisted of a $1.6 million unrealized gain on bitcoin held in treasury, and $0.5 million realized gain on sale of bitcoin during the quarter.
Previous wording
We recognized a loss on the sale of assets of $0.06 million for the three months ended March 31, 2026 as a result of selling miners and other long-lived assets during the quarter. We recognized a loss of $0.14 million on the sale of assets during the three months ended March 31, 2025.
Current wording
We recognized a gain on the sale of assets of $1.2 million for the three months ended June 30, 2026 as a result of selling emissions credits. We recognized a loss of $0.2 million on the sale of assets during the three months ended June 30, 2025.
Previous wording
As a result of the factors described above, we reported operating loss for the three months ended March 31, 2026 of $4.6 million, compared to an operating loss of $2.4 million in the three months ended March 31, 2025.
Current wording
As a result of the factors described above, we reported operating loss for the three months ended June 30, 2026 of $9.6 million, compared to an operating loss of $3.4 million in the three months ended June 30, 2025.
Previous wording
During the three months ended March 31, 2026, total other expense, net, decreased by $3.2 million, or 99%, to $— million, primarily due to a decrease of approximately $2.7 million in interest expense on long-term debt as a result of troubled debt restructuring, as well as a decrease of $0.3 million due to the loss in connection with the liquidation of our former foreign subsidiary in the first quarter of 2025.
Current wording
During the three months ended June 30, 2026, total other expense, net, decreased by $0.5 million, or 66%, to $0.3 million, primarily due to a decrease of approximately $0.5 million decrease in interest expense on long-term debt as a result of troubled debt restructuring.
Previous wording
Our effective tax rate for the three months ended March 31, 2026 and 2025 was 0% and 0%, respectively, which was lower than the statutory rate of 21% because we have a full valuation allowance on deferred tax assets. We recorded and will continue to carry a full valuation allowance against our gross deferred tax assets that will not reverse against deferred tax liabilities within the scheduled reversal period.
Current wording
Our effective tax rate for the three months ended June 30, 2026 and 2025 was 0% and 1%, respectively, which was lower than the statutory rate of 21% because we have a full valuation allowance on deferred tax assets. We recorded and will continue to carry a full valuation allowance against our gross deferred tax assets that will not reverse against deferred tax liabilities within the scheduled reversal period.
Previous wording
As a result of the factors described above, we recognized a net loss of $4.6 million for the three months ended March 31, 2026, compared to a net loss of $5.6 million for the three months ended March 31, 2025.
Current wording
As a result of the factors described above, we recognized a net loss of $9.9 million for the three months ended June 30, 2026, compared to a net loss of $4.1 million for the three months ended June 30, 2025.
Previous wording
“EBITDA” is defined as earnings before taxes, interest, and depreciation and amortization. “Adjusted EBITDA” is defined as EBITDA adjusted for stock-based compensation and other special items determined by management, including, but not limited to business expansion costs, impairments of long-lived assets, remeasurement of environmental liabilities and restructuring as they are not indicative of business operations. EBITDA and Adjusted EBITDA are intended as supplemental measure of our performance that is neither required by, nor presented in accordance with, U.S. GAAP. Management believes that the use of EBITDA and Adjusted EBITDA provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing our financial measures with those of comparable companies, which may present similar non-GAAP financial measures to investors. However, you should be aware that when evaluating EBITDA and Adjusted EBITDA, we may incur future expenses similar to those excluded when calculating these measures. In addition, our presentation of these measures should not be construed as an inference that its future results will be unaffected by unusual or non-recurring items.
Current wording
“EBITDA” is defined as earnings before taxes, interest, and depreciation and amortization. “Adjusted EBITDA” is defined as EBITDA adjusted for stock-based compensation and other special items determined by management, including, but not limited to gains or losses on sales of assets, settlements of related party liabilities, contract pricing settlements and switchgear repairs, as they are not indicative of business operations. EBITDA and Adjusted EBITDA are intended as supplemental measure of our performance that is neither required by, nor presented in accordance with, U.S. GAAP. Management believes that the use of EBITDA and Adjusted EBITDA provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing our financial measures with those of comparable companies, which may present similar non-GAAP financial measures to investors. However, you should be aware that when evaluating EBITDA and Adjusted EBITDA, we may incur future expenses similar to those excluded when calculating these measures. In addition, our presentation of these measures should not be construed as an inference that its future results will be unaffected by unusual or non-recurring items.
Previous wording
During the three months ended March 31, 2026 we increased power and capacity utilization, as measured in megawatt-hours (“MWhs”), due to favorable power and capacity economics, while reducing MWhs dedicated to datacenter hosting services and cryptocurrency mining. At March 31, 2026, our datacenter operations consisted of approximately 23,500 miners with approximately 2.7 EH/s of combined capacity for both datacenter hosting and cryptocurrency mining, of which 17,000 miners, or 1.7 EH/s, were associated with our datacenter hosting and 6,500 miners, or 1 EH/s, were associated with our cryptocurrency mining.
Current wording
During the six months ended June 30, 2026, we increased power and capacity MWhs due to favorable power and capacity economics, while reducing MWhs dedicated to hosting services. At June 30, 2026, our datacenter operations consisted of approximately 23,500 miners with approximately 2.7 EH/s of combined capacity for both datacenter hosting and cryptocurrency mining, of which 17,000 miners, or 1.7 EH/s, were associated with our datacenter hosting and 6,500 miners, or 1 EH/s, were associated with our cryptocurrency mining.
Previous wording
Power and capacity revenue at our New York Facility is earned when we sell capacity and energy and ancillary services to the wholesale power grid managed by the New York Independent System Operator (“NYISO”). Through these sales, we earn revenue in three streams, including: (1) power revenue received based on the hourly price of power; (2) capacity revenue for committing to sell power to the NYISO when dispatched; and (3) other ancillary service revenue received as compensation for the provision of operating reserves. Our power and capacity revenue increased by $9.5 million, or 103%, to $18.7 million during the three months ended March 31, 2026. We estimate that higher power and capacity sales volume due to increased demand and higher average power and capacity prices caused revenue increases of approximately 68% and 35%, respectively.
Current wording
Power and capacity revenue at our New York Facility is earned when we sell capacity and energy and ancillary services to the wholesale power grid managed by the New York Independent System Operator (“NYISO”). Through these sales, we earn revenue in three streams, including: (1) power revenue received based on the hourly price of power; (2) capacity revenue for committing to sell power to the NYISO when dispatched; and (3) other ancillary service revenue received as compensation for the provision of operating reserves.
Previous wording
As of March 31, 2026, our fleet of miners ranged in age from 1 to 4.6 years and had an average age of approximately 2.5 years. We do not have scheduled downtime for our miners. When we have unscheduled downtime, we may from time to time replace a miner with a substitute miner in order to minimize overall fleet downtime. As of March 31, 2026, our fleet of miners ranged in efficiency from approximately 15.0 to 34.2 joules per terahash (“J/TH”) and had an average efficiency of 20.8 J/TH.
Current wording
As of June 30, 2026, our fleet of miners ranged in age from 1.3 to 4.8 years and had an average age of approximately 2.8 years. We do not have scheduled downtime for our miners. When we have unscheduled downtime, we may from time to time replace a miner with a substitute miner in order to minimize overall fleet downtime. As of June 30, 2026, our fleet of miners ranged in efficiency from approximately 15.0 to 34.2 joules per terahash (“J/TH”) and had an average efficiency of 20.8 J/TH.
Previous wording
Under the hosting services agreement and related orders with affiliates of NYDIG ABL LLC (collectively as in effect from time to time, the “NYDIG Hosting Agreement”), we generate revenue from a reimbursement fee that covers the cost of power and direct costs associated with management of the mining facilities, a hosting fee and a gross profit-sharing arrangement. The arrangement covers substantially all of our current mining capacity at the New York Facility. We generated revenue of $0.4 million for the three months ended March 31, 2026 and $5.8 million for the three months ended March 31, 2025. This decrease of $5.5 million was due to a 27% increase in average difficulty and a 90% decrease in hosting MWhs, as well as an 18% decrease in the average price of bitcoin. We managed approximately 0.1 EH/s of average active hash rate in our hosting services, which produced approximately 4 bitcoins. The decrease in hosting MWhs resulted from increased curtailment of the hosted miner fleet, which consisted largely of older-generation miners, as hosting economics became less favorable during the period.
Current wording
Under the hosting services agreement and related orders with affiliates of NYDIG ABL LLC (collectively as in effect from time to time, the “NYDIG Hosting Agreement”), we generate revenue from a reimbursement fee that covers the cost of power and direct costs associated with management of the mining facilities, a hosting fee and a gross profit-sharing arrangement. The arrangement covers substantially all of our current mining capacity at the New York Facility. We generated revenue of $0.8 million for the six months ended June 30, 2026 and $11.9 million for the six months ended June 30, 2025. This decrease of $11.1 million was primarily due to a 91% decrease in hosting MWhs, as well as an 18% increase in average difficulty and a 23% decrease in the average price of bitcoin. The decrease in hosting MWhs resulted from increased curtailment of the hosted miner fleet, which consisted largely of older-generation miners, as hosting economics became less favorable during the period.
Previous wording
•An increase of approximately $0.4 in payroll and benefits expense and $0.2 million in stock-based compensation expense in the first quarter of 2026, compared to the prior-year period, as a result of increases in discretionary incentive compensation; and
Current wording
•An increase of approximately $0.4 million in payroll and benefits expense and $0.2 million in stock-based compensation expense in the six months ended June 30, 2026, compared to the prior-year period, as a result of increases in employee expenses related to the corporate overhead costs and an increase in discretionary incentive compensation; and
Previous wording
As of March 31, 2026, we had cash and cash equivalents of $7.1 million and digital assets of $6.7 million. To date, we have primarily relied on debt and equity financing to fund our operations, including meeting ongoing working capital needs.
Current wording
The Company has historically incurred operating losses and negative cash flows from operations. At June 30, 2026, the Company had cash of $3.2 million, digital assets of $6.0 million and accounts payable and accrued expenses of $5.7 million, while also having an aggregate of $34.9 million of principal indebtedness and contractual interest payments due over the next 12 months, including the remaining $33.1 million in aggregate principal amount of the Company’s 8.50% Senior Notes due in October 2026 (the “Senior Notes”), which mature on October 31, 2026 (see Note 5, “Debt”). To date, we have primarily relied on debt and equity financing to fund our operations, including meeting ongoing working capital needs. The Company’s projected operating cash flows are not sufficient to meet the existing debt obligations and the potential inability to meet this debt service obligation raises substantial doubt as to the Company’s ability to continue as a going concern for a period of at least one year from the date of issuance of the condensed consolidated financial statements. .
Previous wording
Our cash flow projections indicate that we will have sufficient liquidity to meet our cash requirements through the third quarter of 2026 but will not be sufficient to satisfy the debt payments due in October 2026. Our operating cash flows are highly dependent on bitcoin mining economics commonly measured by hashprice. Increases in the price of bitcoin benefit us by increasing the amount of revenue earned for each bitcoin earned, while increases in the difficulty to mine a bitcoin adversely affect us by decreasing the number of bitcoin earned. In addition, increases in the costs of electricity, natural gas, and emissions credits adversely affect us by increasing operating costs. Depending on our assumptions regarding the bitcoin hashprice and energy price inputs, the estimates of the amounts of required liquidity vary significantly. There can be no assurance that our assumptions used to estimate liquidity requirements and future cash burn rates will be correct, and the ability to be predictive is uncertain due to the limited ability to predict future bitcoin and energy prices. Additionally, our ability to achieve projected cash flows depends on our ability to obtain and comply with required permits and licenses, including the Title V Air Permit for our New York facility. While this permit is subject to the Stipulation, it may still face legal challenges from third-party environmental groups (see Note 10, “Commitments and Contingencies”), which may have an adverse impact on our operations and our ability to meet cash flow forecasts.
Current wording
Our operating cash flows are dependent on energy pricing and demand in the New York market and bitcoin mining economics commonly measured by hashprice. In addition, increases in the costs of electricity, natural gas, and emissions credits adversely affect us by increasing operating costs. Depending on our assumptions regarding the energy price inputs and bitcoin hashprice, the estimates of the amounts of required liquidity vary significantly. There can be no assurance that our assumptions used to estimate liquidity requirements and future cash burn rates will be correct, and the ability to be predictive is uncertain due to the limited ability to predict future energy and bitcoin prices. Additionally, our ability to achieve projected cash flows depends on our ability to obtain and comply with required permits and licenses, including the Title V Air Permit for the New York Facility. While this permit is subject to the Stipulation, it may still face legal challenges from third-party environmental groups (see Note 10, “Commitments and Contingencies,” of our unaudited condensed consolidated financial statements), which may have an adverse impact on our operations and our ability to meet cash flow forecasts.
Previous wording
The debt payments included in the table above include the principal and interest amounts due. The lease payments include fixed monthly rental payments and exclude any variable payments. Self-mining capacity obligation is based on minimum power usage required at the North Dakota Facility. Environmental obligations are based on estimates subject to various assumptions including, but not limited to, closure and post-closure cost estimates, timing of expenditures, escalation factors, and requirements of granted permits. Additional adjustments to the environment liability may occur periodically due to potential changes in remediation requirements regarding coal combustion residuals which may lead to material changes in estimates and assumptions.
Current wording
The debt payments included in the table above include the principal and interest amounts due. The lease payments include fixed monthly rental payments and exclude any variable payments. Self-mining capacity obligation is based on minimum power usage required at the North Dakota Facility. Environmental obligations are based on estimates subject to various assumptions including, but not limited to, closure and post-closure cost estimates, timing of expenditures, escalation factors, and requirements of granted permits. Additional adjustments to the environmental liability may occur periodically due to potential changes in remediation requirements regarding coal combustion residuals which may lead to material changes in estimates and assumptions.
Previous wording
The following table provides information about our net cash flow for the three months ended March 31, 2026 and 2025.
Current wording
The following table provides information about our net cash flow for the six months ended June 30, 2026 and 2025.
Previous wording
Net cash used for operating activities was $11.4 million for the three months ended March 31, 2026, compared to net cash used of $5.7 million for thethree months ended March 31, 2025. The variance in the operating cash flow during the first three months of 2026 as compared to 2025 was driven primarily by an increase in the purchase of additional Regional Greenhouse Gas Initiative (“RGGI”) credits during the three months ended March 31, 2026 to reduce the net liability related to the three-year control period ending December 31, 2026. This was partially offset by a decrease in net loss as compared to the prior period and changes in non-cash adjustments, including stock-based compensation, loss on digital assets due to fluctuations in the price of bitcoin and revenues from digital assets production due to more profitable power and capacity operations.
Current wording
Net cash used for operating activities was $15.7 million for the six months ended June 30, 2026, compared to net cash used of $10.5 million for the six months ended June 30, 2025. The variance in the operating cash flow during the first six months of 2026 as compared to 2025 was driven primarily by an increase in the purchase of additional Regional Greenhouse Gas Initiative (“RGGI”) credits during the first quarter of 2026 to reduce the net liability related to the three-year control period ending December 31, 2026 and an increase in net loss as compared to the prior period. This was partially offset by the sale of RRGI credits in the second quarter of 2026 and changes in non-cash adjustments, including stock-based compensation, loss on digital assets due to fluctuations in the price of bitcoin and revenues from digital assets production due to more profitable power and capacity operations.
Previous wording
Net cash used for investing activities was $0.1 million for the three months ended March 31, 2026, compared to net cash provided by investing activities of $2.0 million for thethree months ended March 31, 2025. The variance was primarily driven by the sale of bitcoin coin of $1.8 million in the prior period, a decrease in proceeds from the sale of long-lived assets of $0.7 million, insurance proceeds received of $0.4 million in the prior period on miners damaged as a result of a severe weather event and a decrease in purchase of and deposits for property and equipment of $0.7 million.
Current wording
Net cash provided by investing activities was $1.2 million for the six months ended June 30, 2026, compared to net cash provided by investing activities of $7.9 million for the six months ended June 30, 2025. The variance was primarily driven by a decrease in proceeds from the sale of bitcoin of $8.0 million in the prior period, a decrease in proceeds from the sale of long-lived assets of $0.7 million, insurance proceeds received of $0.4 million in the prior period on miners damaged as a result of a severe weather event and a decrease in purchase of and deposits for property and equipment of $2.3 million.
Previous wording
There was $1.0 million net cash used for financing activities for the three months ended March 31, 2026, compared to $0.0 million used for financing activities for thethree months ended March 31, 2025. The variance was a result of making contractual interest payments on long-term debt and the payment of payroll taxes on net settled equity awards during the current period and not engaging in any financing activities during thethree months ended March 31, 2025.
Current wording
There was $1.8 million net cash used for financing activities for the six months ended June 30, 2026, compared to $2.6 million used for financing activities for the six months ended June 30, 2025. The variance was a result of the Company making higher cash payments in the prior period, compared to the current period, in connection to the privately negotiated exchanges agreements, as well as the payment of payroll taxes on net settled equity awards during the current period.
Previous wording
See Note 5, “Debt,” and Note 9, “Stockholders’ Deficit” in the notes to our unaudited condensed consolidated financial statements for details regarding our financing arrangements for further details regarding our financing arrangements.
Current wording
See Note 5, “Debt,” and Note 9, “Stockholders’ Deficit,” in the notes to our unaudited condensed consolidated financial statements for further details regarding our financing arrangements.
Previous wording
The most significant accounting estimates involve a high degree of judgment or complexity. Management believes the estimates and judgments most critical to the preparation of our condensed consolidated financial statements and to the understanding of our reported financial results include those made in connection with our environmental obligations. There were no adjustments to the environmental liabilities for the three months ended March 31, 2026. Management evaluates its policies and assumptions on an ongoing basis.
Current wording
The most significant accounting estimates involve a high degree of judgment or complexity. Management believes the estimates and judgments most critical to the preparation of our condensed consolidated financial statements and to the understanding of our reported financial results include those made in connection with our environmental obligations and the valuation of long-lived assets. There were no adjustments to the environmental liabilities or triggering events indicating impairment of long-lived asset during the six months ended June 30, 2026. Management evaluates its policies and assumptions on an ongoing basis.
Previous wording
Our significant accounting policies related to these accounts in the preparation of our condensed consolidated financial statements are described in Note 2, “Summary of Significant Accounting Policies” in our Annual Report on Form 10-K for the year ended December 31, 2025. As described in Note 2, “Summary of Significant Accounting Policies” in Part I, Item 1 herein, there have been no material changes to our significant accounting policies for the three months ended March 31, 2026.
Current wording
Our significant accounting policies related to these accounts in the preparation of our condensed consolidated financial statements are described in Note 2, “Summary of Significant Accounting Policies” in our Annual Report on Form 10-K for the year ended December 31, 2025. As described in Note 2, “Summary of Significant Accounting Policies” in Part I, Item 1 herein, there have been no material changes to our significant accounting policies for the three months ended June 30, 2026, other than the change in useful lives of our miner facility infrastructure described in Note 4,"Property and Equipment, Net".
Rearranged current paragraphs (18)
Current report — wording carried from elsewhere
At June 30, 2026, our datacenter operations consisted of approximately 23,500 miners with approximately 2.7 EH/s of combined capacity for both datacenter hosting and cryptocurrency mining, of which 17,000 miners, or 1.7 EH/s, were associated with our datacenter hosting and 6,500 miners, or 1 EH/s, were associated with our cryptocurrency mining.
Current report — wording carried from elsewhere
Power and capacity revenue at our New York Facility is earned when we sell capacity and energy and ancillary services to the wholesale power grid managed by the New York Independent System Operator (“NYISO”). Through these sales, we earn revenue in three streams, including: (1) power revenue received based on the hourly price of power; (2) capacity revenue for committing to sell power to the NYISO when dispatched; and (3) other ancillary service revenue received as compensation for the provision of operating reserves. Our power and capacity revenue decreased by $1.3 million, or 49%, to $1.3 million during the three months ended June 30, 2026. We estimate that higher power and capacity sales volume due to increased demand caused revenue increases of approximately 21%, offset by decreases caused by selling price decreases of 3%. Additionally, power revenue was reduced by $1.7 million, which comprised 68% of the overall decrease, as a result of a non-recurring NYSEG contract pricing settlement relating to the temporary plant power configuration that occurred after the switchgear malfunction. The switchgear repairs also kept us offline for five weeks, resulting in a further reduction of revenue during the three months ended June 30, 2026.
Current report — wording carried from elsewhere
As of June 30, 2026, our fleet of miners ranged in age from 1.3 to 4.8 years and had an average age of approximately 2.8 years. We do not have scheduled downtime for our miners. When we have unscheduled downtime, we may from time to time replace a miner with a substitute miner in order to minimize overall fleet downtime. As of June 30, 2026, our fleet of miners ranged in efficiency from approximately 15.0 to 34.2 joules per terahash (“J/TH”) and had an average efficiency of 20.8 J/TH. The costs of cryptocurrency mining revenue were elevated during the three months ended June 30, 2026 due to costs incurrent in connection with the extended Dresden outage and the impact of reduced self-mining activity during the outage. We expect that the maintenance, upgrades and repairs completed during the extended outage will support the Dresden plant’s operating reliability and uptime going forward. Until all or a portion of Dresden capacity is deployed for an AI or HPC customer, cryptocurrency mining provides a flexible means of monetizing available power capacity during periods when prevailing input costs and other mining economics are favorable.
Current report — wording carried from elsewhere
Under the hosting services agreement and related orders with affiliates of NYDIG ABL LLC (collectively as in effect from time to time, the “NYDIG Hosting Agreement”), we generate revenue from a reimbursement fee that covers the cost of power and direct costs associated with management of the mining facilities, a hosting fee and a gross profit-sharing arrangement. The arrangement covers substantially all of our current mining capacity at the New York Facility. We generated revenue of $0.4 million for the three months ended June 30, 2026 and $6.0 million for the three months ended June 30, 2025. This decrease of $5.6 million was primarily due to a 91% decrease in hosting MWhs, as well as a 27% decrease in the average price of bitcoin. The decrease in hosting MWhs resulted from curtailment of the hosted miner fleet, which consisted largely of older-generation miners, as hosting economics were not favorable during the period.
Current report — wording carried from elsewhere
The following table (in thousands) sets forth key components of our results from operations and should be read in conjunction with our condensed consolidated financial statements and related notes. All comparisons below refer to the six months ended June 30, 2026 versus the six months ended June 30, 2025, unless otherwise specified.
Current report — wording carried from elsewhere
(a)Metrics under Other Financial Data are non-GAAP performance measures. A reconciliation of reported amounts to adjusted amounts can be found in the “Non-GAAP Measures and Reconciliations” section of this MD&A.
Current report — wording carried from elsewhere
The following table provides a summary of key metrics related to the six months ended June 30, 2026 and 2025.
Current report — wording carried from elsewhere
For our cryptocurrency mining revenue, we generate revenue in the form of bitcoin by earning bitcoin as rewards and transaction fees for supporting the global bitcoin network with ASICs owned or leased by us. Our cryptocurrency mining revenue decreased by $5.0 million, or 59%, to $3.5 million.
Current report — wording carried from elsewhere
At June 30, 2026, the miners associated with our cryptocurrency mining were comprised as follows:
Current report — wording carried from elsewhere
The table below presents the average cost of mining each bitcoin for the six months ended June 30, 2026 and 2025:
Current report — wording carried from elsewhere
Cost of revenue (exclusive of depreciation and amortization)
Current report — wording carried from elsewhere
Our New York Facility allocates its cost of revenue between datacenter hosting, cryptocurrency mining and power and capacity based on their respective MWh consumption on a pro rata basis.
Current report — wording carried from elsewhere
Selling, general and administrative expenses increased $1.9 million, or 33%, to $7.8 million for the six months ended June 30, 2026, compared to the prior-year period. The main drivers of the increase in selling, general and administrative expenses were:
Current report — wording carried from elsewhere
Depreciation expense decreased $2.5 million, or 40%, to $3.8 million for the six months ended June 30, 2026, compared to the prior-year period, due to a lower depreciable asset base at the end of the period.
Current report — wording carried from elsewhere
As a result of the factors described above, we reported an operating loss for the six months ended June 30, 2026 of $14.2 million, compared to an operating loss of $5.8 million in thesix months ended June 30, 2025.
Current report — wording carried from elsewhere
Our effective tax rate for the six months ended June 30, 2026 and 2025 was 0% and 0%, respectively, which was lower than the statutory rate of 21% because we have a full valuation allowance on deferred tax assets and tax refunds related to prior tax years received during the six months ended June 30, 2026, and an adjustment for the New York State income tax receivable upon completion of the 2023 tax return. We recorded and will continue to carry a full valuation allowance against our gross deferred tax assets that will not reverse against deferred tax liabilities within the scheduled reversal period.
Current report — wording carried from elsewhere
As a result of the factors described above, we recognized a net loss of $14.5 million for the six months ended June 30, 2026, compared to a net loss of $9.7 million for thesix months ended June 30, 2025.
Current report — wording carried from elsewhere
Revenue per MWh for datacenter hosting, cryptocurrency mining and power and capacity are used by management to consider the extent to which we may generate electricity to either produce cryptocurrency or sell power to the New York wholesale power market. Cost of revenue (excluding depreciation) per MWh represents a measure of the cost of natural gas, emissions credits, payroll and benefits and other direct production costs associated with the MWhs produced to generate the respective revenue category for each MWh utilized. Depreciation expense is excluded from the cost of revenue (exclusive of depreciation) per MWh metric; therefore, not all cost of revenues for datacenter hosting, cryptocurrency mining and power and capacity are fully reflected. To the extent any other cryptocurrency datacenters are public or may go public, the cost of revenue (exclusive of depreciation) per MWh metric may not be comparable because some competitors may include depreciation in their cost of revenue figures.