10-K – 2026-02-25 – hut-20251231x10k.htm

Consolidated Statements of Operations and Comprehensive (Loss) Income for the twelve months ended December 31, 2025 and 2024, and six months ended December 31, 2023
88

Consolidated Statements of Stockholders’ Equity for the twelve months ended December 31, 2025 and 2024, and six months ended December 31, 2023
89

Consolidated Statements of Cash Flows for the twelve months ended December 31, 2025 and 2024, and six months ended December 31, 2023
90

Notes to Consolidated Financial Statements
92

​
​
​
​

81

Table of Contents
​

Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors
Hut 8 Corp.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheet of Hut 8 Corp. and subsidiaries (the Company) as of December 31, 2025, the related consolidated statements of operations and comprehensive (loss) income, stockholders’ equity, and cash flows for the year then ended, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year then ended, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission , and our report dated February 25, 2026 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Evaluation of audit evidence pertaining to the existence of and rights to digital assets
As discussed in Notes 2 and 8 to the consolidated financial statements, the Company’s digital assets are either held in segregated custody accounts for the benefit of the Company, held in segregated custody accounts under the Company’s ownership and pledged as collateral under a borrowing arrangement or held by Bitmain Technologies Delaware Limited (together with its affiliates, Bitmain) for the Bitcoin pledged in connection with the BITMAIN Purchase Agreement for miner purchases from Bitmain (collectively, the digital assets). As of December 31, 2025, the carrying amount of the Company’s digital assets was $1,371.9 million.

82
​

Table of Contents
​

We identified the evaluation of audit evidence pertaining to the existence of and the Company’s rights to the Company’s digital assets as a critical audit matter. A high degree of auditor judgment was involved in determining the nature and extent of the procedures performed and audit evidence obtained to assess the existence of and the Company’s rights to the digital assets.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the existence of and the Company’s rights to the digital assets as of December 31, 2025. We obtained confirmations from the third-party custodians and Bitmain of the Company’s digital assets as of December 31, 2025 and compared the total digital assets confirmed to the Company’s records. We also compared the Company’s record of digital asset holdings and transactions to the records on the public blockchain using a proprietary software audit tool. For digital assets held by Bitmain, we obtained evidence that management had control to the private keys required to access these digital assets by observing the movement of digital assets both prior to and subsequent to year-end using the related private keys. For a selection of on blockchain transfers to third parties, we obtained and assessed evidence that the transaction was appropriately authorized and recorded by the Company. We evaluated the reliability of audit evidence obtained from public blockchain.
Evaluation of the sufficiency of audit evidence over Bitcoin mining revenue
As discussed in Notes 2 and 8 to the consolidated financial statements, the Company recorded $186.9 million of Bitcoin mining revenue for the year ended December 31, 2025. The Company has entered into arrangements with mining pool operators to perform hash computations for the mining pools. In exchange for providing hash computation services, the Company is entitled to noncash consideration in the form of Bitcoin, calculated under payout models determined by the mining pool operators.
We identified the evaluation of the sufficiency of audit evidence over Bitcoin mining revenue as a critical audit matter. Subjective auditor judgment, including specialized skills and knowledge, was required to evaluate the nature and extent of procedures performed over the completeness, existence, and accuracy of Bitcoin mining revenue.
The following are the primary procedures we performed to address this critical audit matter. We applied auditor judgment to determine the nature and extent of procedures to be performed over the completeness, existence, and accuracy of Bitcoin mining revenue. We evaluated the design and tested the operating effectiveness of certain internal controls over the completeness, existence, and accuracy of the Company’s Bitcoin mining revenue as of December 31, 2025. We involved Information Technology (IT) professionals with specialized skills and knowledge, who assisted in testing certain general IT and automated internal controls over IT systems used for the processing and recording of Bitcoin mining revenue. We obtained confirmations from the third-party mining pool operators of the total mining rewards earned, Bitcoin deposited, and the Bitcoin wallet addresses in which the rewards are deposited for the year ended December 31, 2025, and compared the confirmed information to the Company’s records. For a selection of the Company’s Bitcoin mining revenue, we compared the Company’s record of Bitcoin received from the mining pool operators to the records of the public blockchain using a proprietary software audit tool. We evaluated the reasonableness of the prices utilized by the Company to record Bitcoin received as Bitcoin mining revenue by obtaining independent Bitcoin prices and comparing those to the prices selected by the Company. We performed substantive analytical procedures to determine the completeness, existence, and accuracy of Bitcoin mining revenue recognized by the Company. In addition, we evaluated the sufficiency of audit evidence obtained by assessing the results of procedures performed, including the appropriateness of the nature and extent of such evidence.
​
​
/s/ KPMG LLP
We have served as the Company’s auditor since 2025.
New York, New York
February 25, 2026
​
​

83

Table of Contents
​

Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors
Hut 8 Corp.:
Opinion on Internal Control Over Financial Reporting
We have audited Hut 8 Corp. and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission .
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2025, the related consolidated statements of operations and comprehensive (loss) income, stockholders’ equity, and cash flows for the year then ended, and the related notes (collectively, the consolidated financial statements), and our report dated February 25, 2026 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

84
​

Table of Contents
​

Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
New York, New York
February 25, 2026
​
​

85

Table of Contents

​
Report of Independent Registered
Public Accounting Firm
Board of Directors and Shareholders
Hut 8 Corp.
Opinion on the financial statements
We have audited the accompanying consolidated balance sheet of Hut 8 Corp. and its subsidiaries (the “Company”) as of December 31, 2024, the related consolidated statements of operations and comprehensive income (loss), stockholders’ equity and cash flows for the twelve months ended December 31, 2024 and for the six months ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the twelve months ended December 31, 2024 and for the six months ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
Basis for opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ RAYMOND CHABOT GRANT THORNTON LLP
We have served as the Company’s auditor from 2023 to 2024.
Montréal, Canada
February 28, 2025
​
​
​

86

Table of Contents

Hut 8 Corp. and Subsidiaries
Consolidated Balance Sheets
(in USD thousands, except share and per share data)
​

​

​

​

​

​

​

​
  ​ ​ ​
December 31,
​
December 31,

​
​
2025
​
2024

Assets
​
  ​
​
​
  ​
​

Current assets
 
​
  ​
 
​
  ​

Cash
​
$
44,914
​
$
85,044

Restricted cash
​
 
2,373
​
 
591

Accounts receivable, net
​
​
31,122
​
​
6,989

Deposits and prepaid expenses
​
 
189,332
​
 
52,679

Derivative assets
​
 
16,223
​
 
18,076

Digital assets – pledged for miner purchase
​
​
84,688
​
​
92,389

Digital assets receivable
​
​
812
​
​
—

Income taxes receivable
​
​
—
​
​
1,073

Assets held for sale
​
​
38,719
​
​
—

Total current assets
​
 
408,183
​
 
256,841

​
​
​
​
​
​
​

Non-current assets
​
 
  ​
​
 
  ​

Derivative assets
​
​
101,179
​
​
—

Digital assets – held in custody
​
 
661,979
​
 
525,235

Digital assets – pledged for miner purchase
​
​
242,937
​
​
—

Digital assets – pledged as collateral
​
​
396,624
​
​
331,876

Property and equipment, net
​
​
643,244
​
​
221,681

Operating lease right-of-use asset
​
​
18,496
​
​
20,593

Deposits and prepaid expenses
​
​
8,314
​
​
7,886

Investment in unconsolidated joint venture
​
 
45,158
​
 
82,015

Other investments
​
​
6,378
​
​
6,378

Intangible assets, net
​
​
11,141
​
​
13,273

Goodwill
​
​
210,087
​
​
53,082

Total non-current assets
​
 
2,345,537
​
 
1,262,019

Total assets
​
$
2,753,720
​
$
1,518,860

​
​
​
​
​
​
​

Liabilities and stockholders’ equity
​
 
  ​
​
 
  ​

Current liabilities
​
 
  ​
​
 
​

Accounts payable and accrued expenses
​
$
44,519
​
$
41,786

Miner purchase liability, current portion
​
​
100,910
​
​
15,096

Deferred revenue
​
 
1,458
​
 
6,199

Operating lease liability, current portion
​
​
2,891
​
​
2,689

Finance lease liability, current portion
​
 
—
​
 
4,783

Derivative liability
​
​
—
​
​
18,437

Loans, notes payable, and other financial liabilities, current portion
​
 
199,926
​
 
64,965

Income taxes payable
​
​
115
​
​
—

Liabilities held for sale
​
​
25,764
​
​
—

Total current liabilities
​
​
375,583
​
​
153,955

​
​
​
​
​
​
​

Non-current liabilities
​
 
  ​
​
 
  ​

Miner purchase liability, less current portion
​
​
332,153
​
​
—

Operating lease liability, less current portion
​
 
16,279
​
 
18,675

Finance lease liability, less current portion
​
 
—
​
 
18,917

Loans, notes payable, and other financial liabilities, less current portion
​
​
210,235
​
​
235,620

Deferred tax liabilities
​
 
129,854
​
 
111,114

Warrant liability
​
​
146
​
​
—

Total non-current liabilities
​
​
688,667
​
​
384,326

Total liabilities
​
​
1,064,250
​
​
538,281

​
​
​
​
​
​
​

Commitments and contingencies
​
 
  ​
​
 
  ​

​
​
​
​
​
​
​

Equity
​
 
  ​
​
 
  ​

Preferred stock, $ 0.01 par value; 25,000,000 shares authorized; no shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively
​
 
—
​
 
—

Common stock, $ 0.01 par value; 1,000,000,000 shares authorized; 110,091,358 and 99,478,012 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively
​
 
1,101
​
 
995

Additional paid-in capital
​
 
1,425,775
​
 
789,597

Retained earnings
​
 
5,481
​
 
231,630

Accumulated other comprehensive loss
​
​
( 10,432 )
​
​
( 45,553 )

Total Hut 8 Corp. stockholders’ equity
​
 
1,421,925
​
 
976,669

Non-controlling interests
​
​
267,545
​
​
3,910

Total equity
​
​
1,689,470
​
​
980,579

Total liabilities and equity
​
$
2,753,720
​
$
1,518,860

​
See accompanying Notes to Consolidated Financial Statements.

87

Table of Contents

Hut 8 Corp. and Subsidiaries
Consolidated Statements of Operations and Comprehensive (Loss) Income
(in USD thousands, except share and per share data)
​

​

​

​

​

​

​

​

​

​

​
​
Twelve Months Ended
​
Six Months Ended

​
​
December 31,
​
December 31,

​
  ​ ​ ​
​
2025
  ​ ​ ​
2024
  ​ ​ ​
​
2023

Revenue:
​
​
  ​
​
​
  ​
​
​
  ​

Power
​
$
23,212
​
$
56,602
​
$
12,595

Digital Infrastructure
​
 
9,577
​
 
17,482
​
 
5,817

Compute
​
​
202,329
​
​
80,701
​
​
41,347

Other
​
 
—
​
 
7,600
​
 
110

Total revenue
​
 
235,118
​
 
162,385
​
 
59,869

​
​
​
​
​
​
​
​
​
​

Cost of revenue (exclusive of depreciation and amortization shown below):
​
 
  ​
​
 
  ​
​
 
  ​

Cost of revenue – Power
​
 
20,509
​
 
21,538
​
 
3,366

Cost of revenue – Digital Infrastructure
​
 
8,891
​
 
15,556
​
 
4,276

Cost of revenue – Compute
​
 
78,374
​
 
44,977
​
 
26,040

Cost of revenue – Other
​
​
—
​
​
4,584
​
​
18

Total cost of revenue
​
​
107,774
​
​
86,655
​
​
33,700

​
​
​
​
​
​
​
​
​
​

Operating expenses (income):
​
 
​
​
​
​
​
 
​

Depreciation and amortization
​
 
101,901
​
 
47,773
​
 
10,569

General and administrative expenses
​
 
122,807
​
 
72,917
​
 
37,547

Losses (gains) on digital assets
​
​
220,037
​
​
( 509,337 )
​
​
( 32,626 )

Loss (gain) on sale of property and equipment
​
 
4,593
​
 
( 634 )
​
 
443

Impairment – other
​
​
—
​
​
4,472
​
​
—

Total operating expenses (income)
​
 
449,338
​
 
( 384,809 )
​
 
15,933

Operating (loss) income
​
 
( 321,994 )
​
 
460,539
​
 
10,236

​
​
​
​
​
​
​
​
​
​

Other income (expense):
​
 
  ​
​
 
  ​
​
 
  ​

Foreign exchange gain (loss)
​
​
3,396
​
​
( 5,000 )
​
​
1,002

Interest expense
​
​
( 30,073 )
​
​
( 29,794 )
​
​
( 11,701 )

Asset contribution costs
​
​
( 22,780 )
​
​
—
​
​
—

Gain on debt extinguishment
​
​
—
​
​
5,966
​
​
—

Gain on derivatives
​
​
61,550
​
​
6,780
​
​
—

Gain on other financial liability
​
​
956
​
​
—
​
​
—

Gain on warrant liability
​
​
384
​
​
—
​
​
—

Gain on bargain purchase
​
​
—
​
​
3,060
​
​
—

Equity in earnings of unconsolidated joint venture
​
​
8,727
​
​
10,359
​
​
6,173

Total other income (expense)
​
 
22,160
​
 
( 8,629 )
​
 
( 4,526 )

​
​
​
​
​
​
​
​
​
​

(Loss) income from continuing operations before taxes
​
 
( 299,834 )
​
 
451,910
​
 
5,710

​
​
​
​
​
​
​
​
​
​

Income tax benefit (provision)
​
 
51,836
​
 
( 113,457 )
​
 
421

​
​
​
​
​
​
​
​
​
​

Net (loss) income from continuing operations
​
$
( 247,998 )
​
$
338,453
​
$
6,131

​
​
​
​
​
​
​
​
​
​

(Loss) gain from discontinued operations (net of income tax benefit of nil , $ 2.3 million, and nil , respectively)
​
​
—
​
​
( 7,044 )
​
​
77

​
​
​
​
​
​
​
​
​
​

Net (loss) income
​
​
( 247,998 )
​
​
331,409
​
​
6,208

​
​
​
​
​
​
​
​
​
​

Less: Net loss attributable to non-controlling interests
​
​
21,849
​
​
473
​
​
—

Net (loss) income attributable to Hut 8 Corp.
​
$
( 226,149 )
​
$
331,882
​
$
6,208

​
​
​
​
​
​
​
​
​
​

Net (loss) income per share of common stock:
​
​
​
​
​
​
​
​
​

Basic from continuing operations attributable to Hut 8 Corp.
​
$
( 2.14 )
​
$
3.71
​
$
0.12

Diluted from continuing operations attributable to Hut 8 Corp.
​
$
( 2.14 )
​
$
3.40
​
$
0.11

​
​
​
​
​
​
​
​
​
​

Weighted average number of shares of common stock outstanding:
​
​
​
​
​
​
​
​
​

Basic
​
​
105,328,890
​
​
91,320,744
​
​
51,268,013

Diluted
​
​
105,328,890
​
​
101,047,739
​
​
55,272,610

​
​
​
​
​
​
​
​
​
​

Net (loss) income
​
$
( 247,998 )
​
$
331,409
​
$
6,208

Other comprehensive income (loss):
​
​
​
​
​
​
​
​
​

Foreign currency translation adjustments
​
​
35,173
​
​
( 56,390 )
​
​
10,761

Total comprehensive (loss) income
​
​
( 212,825 )
​
​
275,019
​
​
16,969

Less: Comprehensive loss attributable to non-controlling interest
​
​
21,797
​
​
549
​
​
—

Comprehensive (loss) income attributable to Hut 8 Corp.
​
$
( 191,028 )
​
$
275,568
​
$
16,969

​
See accompanying Notes to Consolidated Financial Statements .
​
​

88

Table of Contents

Hut 8 Corp. and Subsidiaries
Consolidated Statements of Stockholders’ Equity
(in USD thousands, except share and per share data)
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​

​
​
​
​
​
​
​
​
Additional
​
(Accumulated Deficit)
​
​
​
​
Accumulated Other
​
​

​
​
​
Common Stock
​
Paid-in
​
Retained
​
Non-controlling
​
Comprehensive
​
Total

​
  ​ ​ ​
  ​ ​ ​
Shares
  ​ ​ ​
Amount
  ​ ​ ​
Capital
  ​ ​ ​
Earnings
  ​ ​ ​
Interests
  ​ ​ ​
Loss
  ​ ​ ​
Equity

Balance, June 30, 2023
​
 
43,193,201
​
$
432
 
$
133,439
​
$
( 106,498 )
​
$
—
​
$
—
​
$
27,373

Cumulative effect upon adoption of ASU 2023-08
​
 
—
​
 
—
 
 
—
​
 
38
​
 
—
​
 
—
​
 
38

Issuance of common stock for the replacement of cancelled restricted stock awards – net of retroactive application of recapitalization
​
​
968,388
​
​
10
​
​
7,805
​
​
—
​
​
—
​
​
—
​
​
7,815

Issuance of common stock – stock option exercises – net of retroactive application of recapitalization
​
​
42,508
​
​
—
​
​
16
​
​
—
​
​
—
​
​
—
​
​
16

Shares issued in the Business Combination
​
​
44,346,008
​
​
443
​
​
430,578
​
​
—
​
​
—
​
​
—
​
​
431,021

Warrants assumed in the Business Combination
​
​
—
​
​
—
​
​
6
​
​
—
​
​
—
​
​
—
​
​
6

Issuance of common stock – restricted stock unit settlements
​
​
412,859
​
​
4
​
​
( 4 )
​
​
—
​
​
—
​
​
—
​
​
—

Stock-based compensation
​
​
—
​
​
—
​
​
4,401
​
​
—
​
​
—
​
​
—
​
​
4,401

Foreign currency translation adjustments
​
​
—
​
​
—
​
​
—
​
​
—
​
​
—
​
​
10,761
​
​
10,761

Net income
​
​
—
​
​
—
​
​
—
​
​
6,208
​
​
—
​
​
—
​
​
6,208

Balance, December 31, 2023
​
​
88,962,964
​
$
889
 
$
576,241
​
$
( 100,252 )
​
$
—
​
$
10,761
​
$
487,639

Issuance of common stock – at-the-market offering, net of issuance costs
​
 
5,553,458
​
 
56
 
 
161,902
​
 
—
​
 
—
​
 
—
​
 
161,958

Issuance of common stock – stock option exercises
​
​
1,478,415
​
​
15
​
​
561
​
​
—
​
​
—
​
​
—
​
​
576

Issuance of common stock – restricted stock unit settlements
​
​
1,145,963
​
​
12
​
​
( 12 )
​
​
—
​
​
—
​
​
—
​
​
—

Issuance of common stock – restricted stock unit settlements, net of withholding taxes
​
​
5,927
​
​
—
​
​
( 40 )
​
​
—
​
​
—
​
​
—
​
​
( 40 )

Issuance of common stock – deferred stock unit settlements
​
​
17,850
​
​
—
​
​
—
​
​
—
​
​
—
​
​
—
​
​
—

Issuance of common stock – debt extinguishment
​
​
2,313,435
​
​
23
​
​
30,162
​
​
—
​
​
—
​
​
—
​
​
30,185

Acquisition of subsidiary with noncontrolling ownership interests
​
​
—
​
​
—
​
​
—
​
​
—
​
​
4,459
​
​
—
​
​
4,459

Stock-based compensation
​
​
—
​
​
—
​
​
20,783
​
​
—
​
​
—
​
​
—
​
​
20,783

Foreign currency translation adjustments
​
​
—
​
​
—
​
​
—
​
​
—
​
​
( 76 )
​
​
( 56,314 )
​
​
( 56,390 )

Net income
​
​
—
​
​
—
​
​
—
​
​
331,882
​
​
—
​
​
—
​
​
331,882

Net loss attributable to non-controlling interest
​
​
—
​
​
—
​
​
—
​
​
—
​
​
( 473 )
​
​
—
​
​
( 473 )

Balance, December 31, 2024
​
​
99,478,012
​
$
995
 
$
789,597
​
$
231,630
​
$
3,910
​
$
( 45,553 )
​
$
980,579

Issuance of Class A common stock by American Bitcoin Corp., net of issuance costs
​
​
—
​
 
—
 
 
245,863
​
 
—
​
 
207,156
​
 
—
​
 
453,019

American Bitcoin Corp. Class A common stock consideration for the ABTC Merger
​
​
—
​
​
—
​
​
85,989
​
​
—
​
​
49,834
​
​
—
​
​
135,823

Issuance of Class A common stock by American Bitcoin Corp. – warrant exercises
​
​
—
​
​
—
​
​
5,197
​
​
—
​
​
3,290
​
​
—
​
​
8,487

Warrants assumed by American Bitcoin Corp. from the ABTC Merger
​
​
—
​
​
—
​
​
18
​
​
—
​
​
—
​
​
—
​
​
18

Deferred income tax on American Bitcoin Corp. – equity transactions
​
​
—
​
​
—
​
​
( 73,219 )
​
​
—
​
​
—
​
​
—
​
​
( 73,219 )

Issuance of common stock – at-the-market offering, net of issuance costs
​
​
9,225,649
​
​
92
​
​
314,258
​
​
—
​
​
—
​
​
—
​
​
314,350

Issuance of common stock – stock option exercises
​
​
843,113
​
​
8
​
​
321
​
​
—
​
​
—
​
​
—
​
​
329

Issuance of common stock – restricted stock unit settlements
​
​
544,584
​
​
6
​
​
( 6 )
​
​
—
​
​
—
​
​
—
​
​
—

Issuance of warrants by subsidiary
​
​
—
​
​
—
​
​
1,803
​
​
—
​
​
—
​
​
—
​
​
1,803

Non-controlling interest in American Bitcoin Corp.
​
​
—
​
​
—
​
​
( 2,267 )
​
​
—
​
​
25,152
​
​
—
​
​
22,885

Stock-based compensation
​
​
—
​
​
—
​
​
58,221
​
​
—
​
​
—
​
​
—
​
​
58,221

Foreign currency translation adjustments
​
​
—
​
​
—
​
​
—
​
​
—
​
​
52
​
​
35,121
​
​
35,173

Net loss
​
​
—
​
​
—
​
​
—
​
​
( 226,149 )
​
​
—
​
​
—
​
​
( 226,149 )

Net loss attributable to non-controlling interests
​
​
—
​
​
—
​
​
—
​
​
—
​
​
( 21,849 )
​
​
—
​
​
( 21,849 )

Balance, December 31, 2025
​
​
110,091,358
​
$
1,101
 
$
1,425,775
​
$
5,481
​
$
267,545
​
$
( 10,432 )
​
$
1,689,470

​
See accompanying Notes to Consolidated Financial Statements.
​
Reflects the retrospective application of the 0.6716 share consolidation pursuant to the Business Combination effective November 30, 2023
​
​

89

Table of Contents

Hut 8 Corp. and Subsidiaries
Consolidated Statements of Cash Flows
(in USD thousands)
​

​

​

​

​

​

​

​

​

​

​
​
Twelve Months Ended
​
​
Six Months Ended

​
​
December 31,
​
​
December 31,

​
  ​ ​ ​
2025
  ​ ​ ​
2024
  ​ ​ ​
​
2023

Operating activities
​
​
​
​
​
​
​
​
​

Net (loss) income
​
$
( 247,998 )
​
$
331,409
​
$
6,208

Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
​
​
​
​
​
​
​
​
​

Depreciation and amortization
​
​
101,901
​
​
47,773
​
​
10,569

Impairment – other
​
​
—
​
​
4,472
​
​
—

Amortization of operating right-of-use assets
​
​
2,612
​
​
1,636
​
​
208

Non-cash lease expense
​
​
2,390
​
​
1,972
​
​
185

Stock-based compensation
​
​
57,802
​
​
20,783
​
​
12,216

Equity in earnings of unconsolidated joint venture
​
​
( 8,727 )
​
​
( 10,359 )
​
​
( 6,173 )

Distributions of earnings from unconsolidated joint venture
​
​
45,584
​
​
11,000
​
​
17,100

Compute revenue related to ASIC compute
​
​
( 186,935 )
​
​
( 71,536 )
​
​
( 40,741 )

Hosting revenue earned in Bitcoin
​
​
—
​
​
( 4,262 )
​
​
( 2,027 )

Losses (gains) on digital assets
​
​
220,037
​
​
( 509,337 )
​
​
( 32,626 )

Deferred tax assets and liabilities
​
​
( 54,648 )
​
​
111,758
​
​
( 845 )

Gain on debt extinguishment
​
​
—
​
​
( 5,966 )
​
​
—

Non-cash income
​
​
—
​
​
( 4,472 )
​
​
—

Foreign exchange (gain) loss
​
​
( 3,396 )
​
​
5,000
​
​
( 1,338 )

Amortization of debt discount
​
​
508
​
​
4,178
​
​
3,649

Loss (gain) on sale of property and equipment
​
​
4,593
​
​
( 634 )
​
​
443

Gain on derivatives
​
​
( 61,550 )
​
​
( 6,780 )
​
​
—

Gain on other financial liability
​
​
( 956 )
​
​
—
​
​
—

Gain on bargain purchase
​
​
—
​
​
( 3,060 )
​
​
—

Gain on warrant liability
​
​
( 384 )
​
​
—
​
​
—

Paid-in-kind interest expense
​
​
18,002
​
​
15,249
​
​
7,669

Loss (income) on discontinued operations
​
​
—
​
​
7,044
​
​
( 77 )

Asset contribution costs
​
​
22,780
​
​
—
​
​
—

Changes in assets and liabilities:
​
​
​
​
​
​
​
​
​

Accounts receivable, net
​
​
( 26,374 )
​
​
( 719 )
​
​
( 643 )

Deposits and prepaid expenses
​
​
( 9,876 )
​
​
( 5,584 )
​
​
( 254 )

Equipment held for sale
​
​
—
​
​
3,907
​
​
—

Income taxes receivable
​
​
732
​
​
( 1,073 )
​
​
—

Income taxes payable
​
​
115
​
​
—
​
​
—

Accounts payable and accrued expenses
​
​
( 5,589 )
​
​
( 8,349 )
​
​
3,326

Deferred revenue
​
​
( 4,741 )
​
​
3,499
​
​
1,669

Operating lease liabilities
​
​
( 5,108 )
​
​
( 3,767 )
​
​
( 456 )

Deposit liability
​
​
—
​
​
( 2,317 )
​
​
2,317

Net cash used in operating activities
​
​
( 139,226 )
​
​
( 68,535 )
​
​
( 19,621 )

​
​
​
​
​
​
​
​
​
​

Investing activities
​
​
​
​
​
​
​
​
​

Proceeds from sale of digital assets
​
​
3,737
​
​
74,476
​
​
41,548

Bitcoin purchased
​
​
( 405,147 )
​
​
( 100,708 )
​
​
—

Other digital asset purchased
​
​
( 25,000 )
​
​
—
​
​
—

Deposit paid to purchase miners and mining equipment
​
​
( 14,000 )
​
​
( 39,611 )
​
​
—

Deposits for future sites
​
​
( 162,691 )
​
​
—
​
​
—

Purchases of property and equipment
​
​
( 202,928 )
​
​
( 123,991 )
​
​
( 604 )

Proceeds from sale of property and equipment
​
​
5,871
​
​
4,851
​
​
672

Cash received from Bitmain deposit refund
​
​
45,951
​
​
—
​
​
—

Additions to intangible assets
​
​
( 1,011 )
​
​
( 286 )
​
​
—

Cash paid to acquire investment in Ionic
​
​
—
​
​
( 6,378 )
​
​
—

Cash acquired on completion of the Business Combination
​
​
—
​
​
—
​
​
23,031

Cash acquired on Far North JV acquisition
​
​
—
​
​
3,175
​
​
—

Cash acquired from ABTC Merger
​
​
894
​
​
—
​
​
—

Cash acquired from American Data Centers Inc.
​
​
117
​
​
—
​
​
—

Net cash (used in) provided by investing activities
​
​
( 754,207 )
​
​
( 188,472 )
​
​
64,647

​
​
​
​
​
​
​
​
​
​

Financing activities
​
​
  ​
​
​
  ​
​
​
​

Proceeds from loans payable
​
​
135,000
​
​
14,849
​
​
—

Proceeds from notes payable
​
​
—
​
​
150,000
​
​
—

Proceeds from subsidiary warrants exercised
​
​
6
​
​
—
​
​
—

Net proceeds from covered call options premium
​
​
9,510
​
​
22,236
​
​
—

Repayments of loans payable
​
​
( 45,584 )
​
​
( 34,039 )
​
​
( 24,740 )

Deferred financing fees related to loan payable
​
​
( 38 )
​
​
—
​
​
—

Debt issuance costs paid
​
​
—
​
​
( 867 )
​
​
—

Principal payments on finance lease
​
​
( 3,965 )
​
​
( 2,727 )
​
​
( 60 )

Payment of withholding tax on vesting of restricted stock units
​
​
—
​
​
( 40 )
​
​
—

Proceeds from the issuance of common stock – stock option exercises
​
​
329
​
​
576
​
​
16

Proceeds from the issuance of common stock – at-the-market offering, net of issuance costs
​
​
314,350
​
​
161,958
​
​
—

Proceeds from the issuance of American Bitcoin Corp. Class A common stock – at-the-market offering, net of issuance costs
​
​
237,744
​
​
—
​
​
—

Proceeds from the issuance of American Bitcoin Corp. Class A common stock – non-at-the-market offering, net of issuance costs
​
​
205,275
​
​
—
​
​
—

Proceeds from other financial liability
​
​
3,500
​
​
—
​
​
—

Net cash provided by financing activities
​
​
856,127
​
​
311,946
​
​
( 24,784 )

​
​
​
​
​
​
​
​
​
​

Effect of exchange rate changes on cash, and restricted cash
​
​
285
​
​
( 261 )
​
​
336

Net (decrease) increase in cash
​
​
( 37,021 )
​
​
54,678
​
​
20,578

Cash, beginning of period
​
​
85,635
​
​
30,957
​
​
10,379

Cash, and restricted cash, end of period
​
$
48,614
​
$
85,635
​
$
30,957

​
See accompanying Notes to Consolidated Financial Statements .

90

Table of Contents

Hut 8 Corp. and Subsidiaries
Consolidated Statements of Cash Flows
(in USD thousands)
​

​

​

​

​

​

​

​

​

​

​
​
Twelve Months Ended
​
​
Six Months Ended

​
​
December 31,
​
​
December 31,

​
  ​ ​ ​
2025
  ​ ​ ​
2024
  ​ ​ ​
​
2023

Supplemental cash flow information:
​
​
  ​
​
​
  ​
​
​
​

Cash paid for interest
​
$
13,556
​
$
11,159
​
$
454

Cash paid for income taxes
​
$
1,188
​
$
2,816
​
$
700

​
​
​
​
​
​
​
​
​
​

Non-cash transactions
​
​
  ​
​
​
​
​
​
​

Reclassification of deposits and prepaid expenses to property and equipment
​
$
—
​
$
400
​
$
—

Right-of-use assets obtained in exchange for operating lease liabilities
​
$
16
​
$
9,282
​
$
1,470

Property and equipment acquired under finance leases
​
$
—
​
$
25,888
​
$
—

Mining revenue in accounts receivable, net
​
$
—
​
$
—
​
$
292

Property and equity acquired under miner purchase liability
​
$
352,980
​
$
—
​
$
7,095

Common stock issued in connection with debt extinguishment
​
$
—
​
$
30,185
​
$
—

Net loss attributable to non-controlling interests
​
$
( 21,849 )
​
$
( 473 )
​
$
—

Assets acquired net of liabilities assumed on Far North JV acquisition, net of cash
​
$
—
​
$
6,463
​
$
—

Net assets acquired through Merger of American Bitcoin Corp. and Gryphon Digital Mining, Inc., net of cash
​
$
134,929
​
$
—
​
$
—

Assets acquired net of liabilities assumed on completion of the Business Combination, net of cash
​
$
—
​
$
—
​
$
407,996

Cumulative effect upon adoption of ASU 2023-08
​
$
—
​
$
—
​
$
38

Issuance of common stock - restricted stock unit settlements
​
$
6
​
$
10
​
$
4

Issuance of warrants by subsidiary as finance lease payments
​
$
1,803
​
$
—
​
$
—

Digital assets received for the issuance of Class A common stock by American Bitcoin Corp.
​
$
10,000
​
$
—
​
$
—

Stock-based compensation capitalized in property and equipment, net
​
$
419
​
$
—
​
$
—

Subsidiary warrants exercised
​
$
5,191
​
$
—
​
$
—

​
​
​
​
​
​
​
​
​
​

Reconciliation of cash, and restricted cash to the Consolidated Balance Sheets:
​
​
​
​
​
​
​
​
​

Cash
​
$
44,914
​
$
85,044
​
$
30,504

Restricted cash
​
​
2,373
​
​
591
​
​
453

Cash included in Assets held for sale
​
​
1,327
​
​
—
​
​
—

Total cash, and restricted cash
​
$
48,614
​
$
85,635
​
$
30,957

​
See accompanying Notes to Consolidated Financial Statements
​
​

91

Table of Contents

Note 1. Organization
Nature of operations and corporate information
Hut 8 Corp. (together with its consolidated subsidiaries, the “Company” or “Hut 8”) is an energy infrastructure platform that integrates Power, Digital Infrastructure, and Compute at scale to fuel next-generation, energy-intensive use cases. The Company takes a power-first, innovation-driven approach to developing, commercializing, and operating the critical infrastructure that underpins the breakthrough technologies of today and tomorrow. The Company was incorporated in Delaware in January 2023. As of December 31, 2025, the Company’s platform spanned 1,020 megawatts of Energy Capacity Under Management, 330 megawatts of Energy Capacity Under Construction, and 1,230 megawatts of Energy Capacity Under Development across 19 sites in the United States and Canada: five Bitcoin mining, hosting, and Managed Services sites in Alberta, New York, and Texas; five high performance computing data centers in British Columbia and Ontario; four power generation assets in Ontario (see Note 5. Far North sale for further information on the sale of Far North Power Corp.); one non-operational site in Alberta; three sites under development in Texas and Illinois; and one site under construction in Louisiana.
​
Business combination
On November 30, 2023, U.S. Data Mining Group, Inc. dba US Bitcoin Corp, a Nevada corporation doing business as “US BITCOIN” (“USBTC”), and Hut 8 Mining Corp., a corporation existing under the laws of British Columbia (“Legacy Hut”), combined their businesses pursuant to a business combination agreement (“the Business Combination Agreement”) signed on February 6, 2023 by becoming wholly owned subsidiaries of a newly formed U.S. domiciled parent entity, named “Hut 8 Corp.” The transaction (the “Business Combination”) was accounted for under the acquisition method with USBTC identified as the accounting acquirer for financial statement reporting purposes.
In connection with the Business Combination, USTBC changed its fiscal year end to December 31 from June 30, effective November 30, 2023. As a result, the Company’s results of operations, and all transactions impacting stockholders’ equity presented in this Annual Report for the 2023 comparative period are for the six months ended December 31, 2023. The results for the six months ended December 31, 2023 consist of 5 months of financial information for USBTC from July to November 2023, and 1 month of financial information for the combined company for December 2023.
​
​
Note 2. Basis of presentation, summary of significant accounting policies and recent accounting pronouncements
Basis of presentation
The accompanying Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United Stated of America (“GAAP”).
The U.S. Dollar is the functional and presentation currency of the Company.
Significant accounting policies followed by the Company in the preparation of the accompanying Consolidated Financial Statements are summarized below.
Principles of consolidation
These Consolidated Financial Statements of the Company include the accounts of the Company and its controlled subsidiaries. Consolidated subsidiaries’ results are included from the date the subsidiary was formed or acquired. Intercompany balances and transactions have been eliminated in consolidation.
Unconsolidated investments in which the Company does not have a controlling interest but does have significant influence are accounted for as equity method investments, with earnings recorded in other expense. These investments are included in long-term assets and the Company’s proportionate share of income or loss is included in other income (expense).

92

Table of Contents

Reclassifications
Certain prior period amounts have been reclassified to conform to the current period presentation. The Company believes that the reclassifications did not have a material impact on the Company’s Consolidated Financial Statements and related disclosures. The impact on any prior period disclosures was immaterial.
Recent accounting pronouncements
The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequences of the change to its Consolidated Financial Statements and ensures that there are proper controls in place to ascertain that the Company’s Consolidated Financial Statements properly reflect the change.
In December 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-12, Codification Improvements (“ASU 2025-12”). Among other amendments to various Topics within the FASB Accounting Standards Codification, ASU 2025-12 clarifies dilutive earnings per share treatment for certain contracts that may be settled in stock or cash when a company has a loss from continuing operations. This update is effective for interim and annual reporting periods beginning after December 15, 2026, with early adoption permitted. The Company is currently assessing the impact of adopting this standard. For earnings per share amendments, adoption of ASU 2025-12 requires retrospective application to each prior reporting period presented.
In September 2025, FASB issued ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606) (“ASU 2025-07”). With respect to Topic 815, ASU 2025-07 refines the scope of Topic 815 to clarify which contracts are subject to derivative accounting. This update is effective for interim and annual reporting periods beginning after December 15, 2026, with early adoption permitted. The Company is currently assessing the impact of adopting this standard. ASU 2025-07 may be applied using a prospective or modified retrospective transition approach.
In September 2025, FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”). ASU 2025-06 modernizes the accounting for internal-use software to current development practices, clarifies when to begin capitalizing costs, and enhances disclosure requirements. This update is effective for interim and annual periods beginning after December 15, 2027, with early adoption permitted. The Company is currently assessing the impact of adopting the standard. ASU 2025-06 may be applied using a prospective transition, modified transition, or retrospective transition approach.
In January 2025, FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). ASU 2025-01 was issued to clarify the effective date for ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). ASU 2024-03 requires public business entities to provide additional disclosures in the notes to financial statements, disaggregating specific expense categories within relevant income statement captions. The prescribed categories include purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depreciation, depletion, and amortization related to oil-and-gas producing activities. ASU 2024-03 is effective for the first annual reporting period beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently assessing the impact of adopting the standard. ASU 2024-03 may be applied prospectively or retrospectively.
In December 2023, FASB issued ASU No. 2023-09,  Income Taxes (Topic 740): Improvements to Income Tax Disclosures  (“ASU 2023-09”). ASU 2023-09 expands existing income tax disclosures (1) for rate reconciliations by requiring disclosure of certain specific categories and additional reconciling items that meet quantitative thresholds and (2) for income taxes paid by requiring disaggregation by certain jurisdictions. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. The Company adopted ASU 2023-09 for the 2025 annual period with prospective application. See Note 21. Income taxes for the disclosures consistent with the new standard.

93

Table of Contents

Use of estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and accompanying notes. Future events and their effects cannot be determined with absolute certainty. Therefore, the determination of estimates requires the exercise of judgment. Actual results inevitably will differ from those estimates, and such differences may be material to the financial statements. The most significant accounting estimates inherent in the preparation of the Company’s Consolidated Financial Statements include estimates associated with revenue recognition, determining the useful lives and recoverability of long-lived assets, impairment analysis of finite-lived intangibles, goodwill and digital assets, stock-based compensation, and current and deferred income tax assets (including the associated valuation allowance) and liabilities.
Cash
Cash includes cash on hand and demand deposits placed with banks or other financial institutions, which are unrestricted as to withdrawal or use. The Company considers all highly liquid investments with an original maturity of three months or less at the date of acquisition to be cash equivalents. As of December 31, 2025 and December 31, 2024, the Company had no cash equivalents. Periodically, the Company may maintain deposits in financial institutions in excess of government insured limits. Management believes that the Company is not exposed to significant credit risk as the Company’s deposits are held at financial institutions that management believes to be of high credit quality. To date, the Company has not experienced any losses on these deposits.
Restricted cash
Restricted cash as of December 31, 2025 and 2024 principally represents those cash balances that support commercial letters of credit and are restricted from withdrawal.
Accounts receivable
Accounts receivable consists of amounts due from the Company’s Power, Digital Infrastructure, and Compute customers. The Company records accounts receivable at the invoiced amount less an allowance for any potentially uncollectable accounts under the current expected credit loss (“CECL”) impairment model and presents the net amount of the financial instrument expected to be collected. The CECL impairment model requires an estimate of expected credit losses, measured over the contractual life of an instrument, that considers forecasts of future economic conditions in addition to information about past events and current conditions. Based on this model, the Company considers many factors, including the age of the balance, collection history, and current economic trends. Bad debts are written off after all collection efforts have ceased.
Allowances for credit losses are recorded as a direct reduction from an asset’s amortized cost basis. Credit losses are recorded in General and administrative expenses in the Consolidated Statements of Operations and Comprehensive (Loss) Income.
Based on the Company’s current and historical collection experience, management recorded allowances for doubtful accounts of $ 0.2 million and $ 0.2 million as of December 31, 2025 and December 31, 2024, respectively.
Fair value measurement
The Company’s financial assets and liabilities are accounted for in accordance with FASB ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”) which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy requires an entity to maximize the use of observable inputs when measuring fair value and classifies those inputs into three levels:
Level 1— Quoted prices (unadjusted) in active markets for identical assets or liabilities.

94

Table of Contents

Level 2— Observable, market-based inputs, other than quoted prices included in Level 1, for the assets or liabilities either directly or indirectly.
Level 3—Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
Observable inputs are based on market data obtained from independent sources, while unobservable inputs are based on the Company’s market assumptions. Unobservable inputs require significant management judgment or estimation. In some cases, the inputs used to measure an asset or a liability may fall into different levels of the fair value hierarchy. In those instances, the fair value measurement is required to be classified using the lowest level of input that is significant to the fair value measurement. Such determination requires significant management judgment.
Assets and liabilities measured at fair value on a recurring basis
The following table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis and the Company’s estimated level within the fair value hierarchy of those assets and liabilities as of December 31, 2025 and December 31, 2024:
​
​

​

​

​

​

​

​

​

​

​

​

​

​

​
  ​ ​ ​
Fair value measured at December 31, 2025

​
  ​ ​ ​
Total carrying
  ​ ​ ​
​
​
  ​ ​ ​
Significant other
  ​ ​ ​
Significant

​
​
value at
​
Quoted prices in
​
observable
​
unobservable

​
​
December 31,
​
active markets
​
inputs
​
inputs

(in USD thousands)
​
2025
​
(Level 1)
​
(Level 2)
​
(Level 3)

Digital assets
​
$
1,386,228
​
$
1,386,228
​
$
—
​
$
—

Bitcoin redemption options
​
​
117,402
​
​
—
​
​
117,402
​
​
—

Other financial liability
​
​
( 2,544 )
​
​
—
​
​
—
​
​
( 2,544 )

Warrant liability
​
​
( 146 )
​
​
—
​
​
—
​
​
( 146 )

​
​

​

​

​

​

​

​

​

​

​

​

​

​

​
  ​ ​ ​
Fair value measured at December 31, 2024

​
  ​ ​ ​
Total carrying
  ​ ​ ​
​
​
  ​ ​ ​
Significant other
  ​ ​ ​
Significant

​
​
value at
​
Quoted prices in
​
observable
​
unobservable

​
​
December 31,
​
active markets
​
inputs
​
inputs

(in USD thousands)
​
2024
​
(Level 1)
​
(Level 2)
​
(Level 3)

Digital assets
​
$
949,500
​
$
949,500
​
$
—
​
$
—

Bitcoin redemption options
​
​
18,076
​
​
—
​
​
—
​
​
18,076

Covered call options
​
​
( 18,437 )
​
​
—
​
​
( 18,437 )
​
​
—

​
In determining the fair value of its digital assets, the Company uses quoted prices as determined by the Company’s principal market, which is the Coinbase exchange. As such, the Company’s digital assets were determined to be Level 1 assets. See Digital assets below for a description of the Company’s digital asset accounting policy.
The Company estimates the fair value of its Bitcoin redemption options using the Black model, which includes several inputs and assumptions, including the forward price of the underlying asset (Bitcoin), the underlying asset’s implied volatility, the risk-free interest rate, and the expected term of the redemption option. The Company previously used the Black-Scholes pricing model and reflected the observable forward price of the underlying asset in the estimation of fair value but now uses the Black model as the forward price of the underlying asset is a direct input of the Black model. In addition, management’s assumption of the start of a Bitcoin redemption option’s redemption period, triggered by a shipment date of purchased property and equipment, was previously a significant unobservable input that has now resolved. The Company previously determined that the Bitcoin redemption option was a Level 3 liability given a significant unobservable input was included in its valuation. As a result of the resolution of the previously significant unobservable input, the Company transferred the Bitcoin redemption option out of Level 3 into Level 2 during the twelve months ended December 31, 2025.
See Derivatives below for a description of certain of the Company’s derivative instrument accounting policies.

95

Table of Contents

In estimating the fair value of its call options sold on Bitcoin that it owns (the “covered call options”), the Company uses the Black model, which includes several inputs and assumptions, including the forward price of the underlying asset (Bitcoin), the underlying asset’s implied volatility, the risk-free interest rate, and the expected term of the options. The expected term of the options is the contractual term of the options given the options can only be exercised on their expiry date (i.e., European-style options). The Company previously used the Black-Scholes pricing model and reflected the observable forward price of the underlying asset in the estimation of fair value but now uses the Black model as the forward price of the underlying asset is a direct input of the Black model. The Company determined that the covered call options are Level 2 liabilities given all inputs are observable, but the options themselves are not traded in an active market.
The Company estimated the fair value of its other financial liability using the Probability-Weighted Expected Return Method (“PWERM”), which includes significant unobservable inputs, including the instrument’s estimated credit spread, and as a result, the Company determined that the other financial liability is a Level 3 liability. For quantitative disclosure on the inputs used to estimate the fair value of the Company’s other financial liability, see Note 15. Loans, notes payable, and other financial liabilities . See Other financial liability for a description of the Company’s other financial liability accounting policy.
The Company estimated the fair value of its warrant liability using the Black-Scholes pricing model, which includes significant unobservable inputs, including the expected term of the warrants, and as a result, the Company determined that the warrant liability is a Level 3 liability. For quantitative disclosure on the inputs used to estimate the fair value of the Company’s warrant liability, see Note 16. Derivatives . See Warrant liability for a description of the Company’s warrant liability accounting policy.
The Company estimates the fair value of its separated embedded derivative from convertible note using the partial differential equation model (“PDE Model”), which includes several inputs and assumptions including the Company’s common stock price at the time of valuation, the implied volatility of the Company’s common stock matching the moneyness of the conversion option, the risk-free interest rate curve, and the instrument’s estimated credit spread. In addition, management’s assumption of the probability of occurrence of the separated embedded derivative from convertible note’s trigger event is a significant unobservable input. For quantitative disclosure on the inputs used to estimate the fair value of the Company’s separated embedded derivative from convertible note, see Note 16. Derivatives . The Company determined that the separated embedded derivative from convertible note is a Level 3 liability given significant unobservable inputs are included in its valuation.
Assets and liabilities measured at fair value on a non-recurring basis
In addition to assets and liabilities that are measured at fair value on a recurring basis, the Company also measures certain assets and liabilities at fair value on a non-recurring basis. The Company’s non-financial assets, including goodwill, intangible assets, operating lease right-of-use assets, assets held for sale, and property and equipment, are measured at fair value when there is an indication of impairment and the carrying amount exceeds the asset’s projected undiscounted cash flows. These assets are recorded at fair value only when an impairment charge is recognized. The Company had nil impairment from its continuing operations related to its non-financial assets and liabilities measured on a non-recurring basis during the twelve months ended December 31, 2025 and 2024, and six months ended December 31, 2023, respectively. The Company recognized approximately nil and $ 6.1 million of impairment losses from its discontinued operations related to the Drumheller site’s non-financial assets and liabilities measured on a non-recurring basis during the twelve months ended December 31, 2025 and 2024, respectively. There were no discontinued operations during the six months ended December 31, 2023. See the Impairment of long-lived assets and goodwill accounting policy below, as well as Note 6. Discontinued operations for further discussion.
The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, accounts payable, and accrued expenses, approximate fair value due to the short-term nature of these instruments. The carrying value of loans and notes payable and other long-term liabilities approximate fair value as the related interest rates approximate rates currently available to the Company except for the Company’s convertible note. See Derivatives and Convertible instruments below for a description of the Company’s derivative instrument accounting policy and convertible instrument accounting policy, respectively, and Note 15. Loans, notes payable, and other financial liabilities for disclosure on the Company’s convertible note.

96

Table of Contents

Digital assets
Digital assets are accounted for as intangible assets in accordance with ASC Topic 350-60, Intangibles—Goodwill and Other, Crypto Assets (“ASC 350-60”) after early adoption of ASU 2023-08,  Intangibles-Goodwill and Other-Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”) , and are measured at fair value as of each reporting period. The fair value of digital assets is measured using the period-end closing price from the Company’s principal market, which is the Coinbase exchange, in accordance with ASC 820. Since the digital assets are traded on a 24-hour period, the Company utilizes the price as of midnight UTC time, which aligns with the Company’s Bitcoin mining revenue recognition cut-off. Changes in fair value are recognized in Losses (gains) on digital assets , in Operating (loss) income on the Consolidated Statements of Operations and Comprehensive (Loss) Income. When the Company sells digital assets, gains or losses from such transactions are measured as the difference between the cash proceeds and the carrying basis of the digital assets as determined on a First In-First Out basis and are also recorded within the same line item Losses (gains) on digital assets .
Digital assets received by the Company through its revenue activities are accounted for in connection with the Company’s revenue recognition policy disclosed below.
During the fourth quarter of 2024, the Company made the strategic decision to change its approach towards its strategic treasury policy, retaining all Bitcoin mined in its operations to increase its Bitcoin holdings. As a result of its intent to hold on to its Bitcoin, the Company began classifying its digital assets held as a non-current asset on its Consolidated Balance Sheets, except for certain specific use cases. Decisions to utilize the Bitcoin will be made on a case-by-case basis. The Company has classified certain digital assets as current and non-current on its Consolidated Balance Sheets in connection with the Bitcoin it purchased and subsequently pledged to Bitmain Technologies Delaware Limited (together with its affiliates, “Bitmain”) under a Future Sales and Purchase Agreement (as amended, the “Bitmain Purchase Agreement”) and an On-Rack Sales and Purchase Agreement (the “ABTC Bitmain Purchase Agreement”) to acquire ASIC miners.
Investment in equity investees
The Company accounts for its investment in equity investees in accordance with ASC Topic 323, Investments – Equity Method and Joint Ventures (“ASC 323”). The Company accounts for its investment in the joint venture, TZRC LLC (“TZRC”), under ASC 323 because it has the ability to exercise significant influence, but not control, over the investee. See Note 11. Investment in unconsolidated joint venture for additional information on the equity method investment entity. Significant influence is generally deemed to exist if the Company has an ownership interest in the voting stock of an investee of between 20 percent and 50 percent, or an ownership interest greater than three to five percent in certain partnerships, unincorporated joint ventures and limited liability companies, although other factors are considered in determining whether the equity method of accounting is appropriate. Under this method, an investment in the unconsolidated investee is generally initially measured and recorded at cost.
The Company recorded its investment in TZRC based upon the fair value of the consideration transferred which was determined to be its cost. The Company’s investment is subsequently adjusted to recognize its share of net income or losses as they occur. The Company also adjusts its investment upon receipt of a distribution from an equity investee, which is accounted for as a distribution-in-kind that is measured as of time of receipt. The Company’s share of the investees’ earnings or losses is recorded, net of taxes, within Equity in earnings of unconsolidated joint venture on the Company’s Consolidated Statements of Operations and Comprehensive (Loss) Income. Additionally, the Company’s interest in the net assets of its equity method investee is reflected on its Consolidated Balance Sheets. If, upon the Company’s acquisition of the investment, there is any difference between the cost of the investment and the amount of the underlying equity in the net assets of the investee, the difference is required to be accounted for as if the investee were a consolidated subsidiary. If the difference is assigned to depreciable or amortizable assets or liabilities, then the difference should be amortized or accreted in connection with the equity earnings based on the Company’s proportionate share of the investee’s net income or loss. If the Company is unable to relate the difference to specific accounts of the investee, the difference should be considered goodwill.

97

Table of Contents

The Company considers whether the fair value of its equity method investment has declined below its carrying value whenever adverse events or changes in circumstances indicate that recorded value may not be recoverable. If the Company considered any such decline to be other than temporary (based on various factors, including historical financial results, success of the mining operations and the overall health of the investee’s industry), then the Company would record a write-down to the estimated fair value. No impairment of the Company’s investment in TZRC was recorded for the twelve months ended December 31, 2025 and 2024, and six months ended December 31, 2023, respectively.
Other investments
For equity investments, the Company initially records equity investments at cost then adjusts the carrying value of such equity investments through earnings when there is an observable transaction involving the same or a similar investment with the same issuer or upon an impairment.
On January 31, 2024, the Company entered into a contribution agreement (the “Contribution Agreement”) with Ionic Digital Inc. (“Ionic”), a company founded to effectuate the restructuring of certain mining assets of Celsius Network LLC (“Celsius”) in connection with Celsius’ bankruptcy auction. Pursuant to the Contribution Agreement, on January 31, 2024, the Company acquired 374,261 shares of Ionic’s Class A common stock in exchange for a cash payment of $ 6.4 million.
Property and equipment
Property and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets. Cost includes expenditures that are directly attributable to the acquisition of the asset, including those attributable to bringing the asset to its intended working condition. Construction in progress is not depreciated until the work is completed and the assets are placed in service.
Based on the currently available information and data, management has determined that the straight-line method of depreciation best reflects the current expected useful life of mining equipment and related infrastructure. Management reviews estimates at each reporting date and will revise such estimates as and when data become available. Management reviews the appropriateness of its assumptions related to residual value at each reporting date.
The estimated useful lives of the Company’s property and equipment placed in service are generally as follows:
​
​

​

​

​
​
Useful life (in years)

Mining infrastructure
  ​ ​ ​
5 – 10

Miners and mining equipment
​
2 – 4

Data center infrastructure
 
5 – 8

Computer and network equipment
 
3

Right-of-use assets - Finance lease
​
Shorter of lease term or useful life of asset

Leasehold improvements
​
Shorter of lease term or useful life of asset

Land improvements
 
15

Power plant assets
​
10

AI GPUs
​
5

​
Upon the sale or retirement of property and equipment, the cost and accumulated depreciation and amortization are removed from the Company’s Consolidated Balance Sheets and Consolidated Statement of Operations and Comprehensive (Loss) Income in the relevant reporting period.

98

Table of Contents

Assets held for sale
The Company classifies long-lived assets to be sold as held for sale in the period in which all of the following criteria are met: (1) management, having the authority to approve the action, commits to a plan to sell the asset; (2) the asset is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets; (3) an active program to locate a buyer and other actions required to complete the plan to sell the asset have been initiated; (4) the sale of the asset is probable, and transfer of the asset is expected to qualify for recognition as a completed sale within one year, except if events or circumstances beyond the Company’s control extend the period of time required to sell the asset beyond one year; (5) the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and (6) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.
Upon designation as an asset held for sale, the Company records its carrying value at the lower of its carrying value or estimated fair value, less any costs to sell, and ceases depreciation. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. Conversely, gains are not recognized on the sale of held for sale assets until the date of sale. The Company assesses the fair value of an asset less any costs to sell in each reporting period it remains classified as held for sale and reports any subsequent changes as an adjustment to the carrying value of the asset, as long as the new carrying value does not exceed the carrying value of the asset at the time it was initially classified as held for sale. Refer to Note 5. Far North sale for assets held for sale as of December 31, 2025. There were no assets held for sale as of December 31, 2024.
Goodwill
Goodwill represents the cost of a business acquisition in excess of the fair value of the net assets acquired. Goodwill is not amortized and is reviewed at least annually for possible impairment. A qualitative assessment may be first performed to determine whether it is more likely than not that a reporting unit is impaired. If through the qualitative assessment it is determined that it is more likely than not that goodwill is not impaired, no further testing is required. If it is determined more likely than  not   that goodwill is impaired, or if the Company elects not to first assess qualitative factors, the Company’s impairment testing continues with the estimation of the fair value of the reporting unit using a combination of an income (discounted cash flow) approach and a market approach at the reporting unit level. The estimation of the fair value of the reporting unit requires significant management judgment with respect to revenue and expense growth rates, changes in working capital and the selection and use of an appropriate discount rate. The estimates of the fair value of the reporting unit is based on the best information available as of the date of the assessment. The use of different assumptions would increase or decrease estimated discounted future operating cash flows and could increase or decrease an impairment charge. Company management uses its judgment in assessing whether assets  may   have become impaired between annual impairment tests. Indicators such as adverse business conditions, economic factors, and technological change or competitive activities  may   signal that an asset has become impaired. For the twelve months ended December 31, 2025 and 2024, and six months ended December 31, 2023, there was nil impairment of goodwill.

99

Table of Contents

Impairment of long-lived assets
The Company reviews long-lived assets for impairment at least annually, or more frequently whenever events or changes in circumstances indicate that the carrying value of such assets (or asset groups) may not be fully recoverable. The asset (or asset group) to be held and used that is subject to impairment review represents the lowest level of identifiable cash flows that is largely independent of other groups of assets and liabilities. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to undiscounted future cash flows expected to be generated by the asset. If such assets are considered unrecoverable, the impairment loss to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Factors the Company considers that could trigger an impairment include, but are not limited to, the following: significant changes in the manner of the Company’s use of the acquired assets or the strategy for the Company’s overall business, significant underperformance relative to expected historical or projected development milestones, significant negative regulatory or economic trends, and significant technological changes that could render the asset (or asset group) obsolete. Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values, and third-party independent appraisals, as necessary. When recognized, impairment losses related to long-lived assets to be held and used in operations are recorded as cost and expenses in the Company’s Consolidated Statements of Operations and Comprehensive (Loss) Income. For the twelve months ended December 31, 2025 and 2024, and six months ended December 31, 2023, there was nil impairment from continuing operations. For the discontinued operations, there were nil and $ 6.1 million of impairment losses pertaining to the Company’s asset groups for the twelve months ended December 31, 2025 and December 31, 2024, respectively. There were no discontinued operations for the six months ended December 31, 2023.
Finite-lived intangible assets
Intangible assets comprise customer relationships and a favorable contract acquired by the Company through a business combination, and rights to a property management agreement (“PMA”) under which it would be compensated for services of running TZRC’s operations. Intangible assets are amortized on a straight-line basis over the expected useful life, which is their contractual term or estimated useful life. The Company performs assessments to determine whether the finite-lived classification is still appropriate at least annually. The carrying value of finite-lived assets and their remaining useful lives are also reviewed at least annually to determine if circumstances exist that indicate a potential impairment or revision to the amortization period. A finite-lived intangible asset is considered to be impaired if its carrying value exceeds the estimated future undiscounted cash flows to be derived from it. The Company exercises judgment in selecting the assumptions used in the estimated future undiscounted cash flows analysis. Impairment is measured by the amount that the carrying value exceeds fair value. The use of different estimates or assumptions could result in significantly different fair values for our reporting units and intangible assets.
The Company evaluates the useful lives of the intangible assets to determine if they are finite or indefinite-lived. Reaching a determination on useful life requires significant judgments and assumptions regarding the future effects of obsolescence, demand, competition, and other economic factors. Intangible assets are amortized on a straight-line basis over their useful lives. The estimated useful lives of the Company’s finite-lived intangible assets are as follows:
​
​

​

​

​
​
Useful life (in years)

Customer relationships
  ​ ​ ​
6

Favorable contract
​
4

Property management agreement
 
10

Other intangible assets
​
3

​

100

Table of Contents

Leases
The Company accounts for its leases under ASC Topic 842, Leases (“ASC 842”). Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases and are recorded on the Consolidated Balance Sheets as both a right-of-use asset and a lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right-of-use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right-of-use asset result in straight-line rent expense over the lease term.
Upon adoption of ASC 842, for purposes of calculating the right-of-use asset and lease liability, the Company elected to combine lease and related non-lease components as permitted under ASC 842. The Company also elected the short-term lease exception for leases having an initial term of 12 months or less. Consequently, such leases are not recorded in the Consolidated Balance Sheets. The Company recognizes rent expense from its operating leases on a straight-line basis over the lease term.
Derivatives
The Company accounts for the derivative contracts it enters into, including Bitcoin redemption options and covered call options, as well as the separated embedded derivative from convertible note, and warrant liability as follows:
Bitcoin redemption option
The Company has entered into agreements to purchase property and equipment that include pledges of Bitcoin and rights to redeem the pledged Bitcoin for certain periods after the relevant redemption periods start. These Bitcoin redemption options do not qualify as accounting hedges under FASB ASC Topic 815, Derivatives and Hedging (“ASC 815”). Accordingly, the Company carries its Bitcoin redemption options at fair value and any gains or losses are recognized in profit or loss.
Covered call options
From time to time, the Company has sold covered call options to generate cash flows on a portion of its Bitcoin held. These options do not qualify as accounting hedges under ASC 815. Accordingly, the Company carries its covered call options at fair value and any gains or losses are recognized in profit or loss.
Separated embedded derivative from convertible note
The Company evaluates and accounts for derivatives embedded in its convertible instruments in accordance with ASC 815.  Accordingly, the Company has assessed if embedded derivatives should be separated from its host contract and accounted for as a derivative instrument based on whether all three ASC 815 criteria are met: (1) the economic characteristics and risks of the embedded derivative are not clearly and closely related to the economic characteristics and risks of the host contract, (2) the hybrid instrument is not remeasured at fair value under GAAP with changes in fair value reported in earnings as they occur, and (3) a separate instrument with the same terms as the embedded derivative would be a derivative instrument. ASC 815 also provides an exception to this rule when the host instrument is deemed to be a conventional convertible debt instrument as defined in the FASB ASC topic. The Company identified embedded derivatives in the Coatue note, which is a convertible instrument it issued, including conversion options, other redemption features, and contingently exercisable options. The Company determined that the Contingent Repurchase Right (as defined in Note 15. Loans and notes payable ) in such convertible instrument is an embedded derivative that should be separated from its host contract and accounted for as a derivative instrument as per ASC 815. The conversion option is indexed to the Company’s common stock and meets the criteria for classification in stockholders’ equity, and therefore derivative accounting does not apply. The other embedded derivatives do not meet all three previously mentioned ASC 815 criteria, and therefore should not be separated from their host contract. The Company accounts for its separated embedded derivative as a derivative instrument that is carried at fair value and recognizes any gains or losses in profit or loss.

101

Table of Contents

Warrant liability
The Company assumed certain warrants in the ABTC Merger (as defined below) that meet the definition of a derivative under ASC 815, and due to the terms, the warrants are required to be classified as a liability. The warrant liability is carried at fair value and any gains or losses are recorded in profit or loss.
Convertible instruments
As noted above in the Company’s Derivatives accounting policy, various embedded derivatives were identified in the Coatue note and were evaluated and accounted for in accordance with ASC 815. If an embedded derivative is separated from its host contract, the debt host contract is discounted by the initial fair value of the separated embedded derivative and is offset by issuance costs associated with the host contract. The Company accounts for its host contract, whose embedded derivative becomes separated, subsequently at amortized cost, and the discount and issuance costs are amortized to interest expense over the expected term of the host contract using the effective interest method.
Other financial liability
The Company carries its other financial liability at fair value in accordance with FASB ASC Topic 480,  Distinguishing Liabilities from Equity (“ASC 480”) and any gains or losses are recognized in profit or loss.
Warrant liability
The Company carries its warrant liability at fair value in accordance with ASC 815 and any gains or losses are recognized in profit or loss.
Segment reporting
Operating segments are defined as components of an enterprise for which separate financial information is available and regularly reviewed by the Chief Operating Decision Maker (“CODM”) to make strategic decisions, allocate resources, and assess financial performance. The Company’s operating segments are aggregated into reportable segments only if they exhibit similar economic characteristics and have similar business activities. The Company’s Chief Executive Officer (“CEO”) serves as the CODM, responsible for strategic decisions regarding operations and financial management. As of December 31, 2025, the Company has four reportable segments, each evaluated separately by the CODM: Power, Digital Infrastructure, Compute, and Other. The Company changed its reportable segments during the year ended December 31, 2024 to better align with the Company’s objectives; accordingly, the results from the six months ended December 31, 2023 were recast to align with the new reportable segments. The previous reportable segments were as follows: Digital Asset Mining, Managed Services, High Performance Computing – Colocation and Cloud, and Other. The CODM uses revenue and cost of revenue of the Company’s four reportable segments to assess their performance. The CODM does not evaluate performance or allocate resources based on segment asset or liability information.
​
Revenue recognition
The Company recognizes revenue under ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of this standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:
● Step 1: Identify the contract with the customer
● Step 2: Identify the performance obligations in the contract
● Step 3: Determine the transaction price
● Step 4: Allocate the transaction price to the performance obligations in the contract
● Step 5: Recognize revenue when the company satisfies a performance obligation

102

Table of Contents

In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met: (1) the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct), and (2) the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract).
If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct.
The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity must consider the effects of all of the following:
● Variable consideration
● Constraining estimates of variable consideration
● The existence of a significant financing component in the contract
● Noncash consideration
● Consideration payable to a customer

Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate.
Power
The Power business segment consists of revenue streams related to Power Generation and Managed Services.
Power Generation
The Company generates revenue by providing capacity and energy to the electrical grid through its four natural gas power plants in Ontario, Canada, owned by the Company’s consolidated subsidiary, Far North Power Corp., and its respective subsidiaries. During the twelve months ended December 31, 2025, the Company entered into an agreement to sell all of its equity interests in the Far North JV. Refer to Note 5. Far North sale for further details.  
Revenue is measured at the fair value of the consideration received or receivable for services, net of discounts and applicable taxes. The Company applies the five-step ASC 606 model in determining the appropriate treatment of its revenue sources. The principal sources of revenue and the recognition of these revenues are as follows:
● Capacity revenue is recognized over time as the Company satisfies its performance obligation by making its power generation capacity available to the grid. This revenue is recorded ratably over the enforceable contract period, consistent with industry practice to measure satisfaction through the passage of time.
● Electricity sales revenue is recognized at the point in time when control of the electricity is transferred to the grid operator, based on the market price of electricity at the time of delivery. This revenue is subject to variable consideration due to fluctuations in electricity demand, market generation capacity, and the prevailing price of natural gas. The Company estimates variable consideration in accordance with ASC 606 to ensure revenue is not overstated.
● Transaction price is determined based on contractual rates for capacity sales and the market price for electricity sales, adjusted for any applicable incentives, penalties, or other forms of variable consideration.

103

Table of Contents

● Principal versus agent consideration is evaluated for each transaction to determine whether the Company controls the electricity before it is transferred to the customer. Generally, the Company is the principal in these transactions and records revenue on a gross basis. However, for certain contracts where the Company does not have primary responsibility for pricing or delivery risks, revenue may be recognized on a net basis.
● Invoices for capacity revenue are typically issued based on contractual billing terms, while electricity sales revenue is recorded based on metered usage and settled periodically according to market clearing processes.

Managed Services
The Company began providing management services for the customer’s data centers under PMAs in November 2022. PMAs contain a single performance obligation comprised of a series of distinct monthly service periods. The contracts have an initial term ranging from four to ten years ; certain contracts include renewal options. In exchange for the provision of the services, the Company is entitled to variable consideration primarily in the form of a fixed monthly management fee based on capacity of the customer’s data centers, plus the reimbursement of certain operating costs, including power, which vary each month. The Company acts as the principal when incurring costs, which are reimbursed by our customers. For some PMAs in which the customer provides hosting services, the Company may also be entitled to a share of additional hosting services business the Company helps generate for the customer. The variable fees are attributable to the monthly service periods in the contract. Consideration to which the Company is entitled is in the form of cash, and for one of the Company's former contracts the Company also received noncash consideration in the form of equity of the customer. This noncash consideration is measured at fair value at contract inception. The Company recognizes revenue to the extent that a significant reversal of such revenue will not occur. Revenue is recognized over time as the customer simultaneously receives and consumes the benefits of the Company’s performance. To the extent the Company provides services before the noncash consideration is due, the Company presents this noncash consideration as a contract asset, and assesses the contract asset for impairment each reporting period. During the twelve months ended December 31, 2024 the Company recorded $ 4.5 million of impairment related to this contract asset.
Starting April 1, 2025, the Company began operating as the exclusive provider of managed services to American Bitcoin (as defined below) via the execution of a Master Managed Services Agreement (“MSA”). Under the MSA, the Company provides American Bitcoin with management, oversight, strategy, compliance, operational, and the other services for American Bitcoin’s mining operations colocated at the Company’s facilities. The fee structure typically consists of (i) a fixed fee of $ 1.250 /kW-month based on the power capacity of each facility, as well as (ii) designated site level reimbursements. As American Bitcoin is a consolidated subsidiary, all fees under the MSA are eliminated in consolidation.
Digital Infrastructure
The Digital Infrastructure business segment consist of revenue streams related to CPU Colocation and ASIC Colocation services.

104

Table of Contents

CPU Colocation
The colocation business earns revenue by providing colocation services to customers. Revenue is measured at the fair value of the consideration received or receivable for services, net of discounts, and sales taxes. Revenue is recognized as the related services are provided to customers. The Company applies the five step ASC 606 model in determining the appropriate treatment of its various sources of revenue. The principal sources of revenue to the Company and recognition of these revenues are as follows:
● Monthly recurring revenue (“MRR”) from colocation services are recognized as service revenue ratably over the enforceable term of individual contracts which is typically the stated term. The Company satisfies its performance obligation as these services are made available over time. The Company believes this method to be the best representation of transfer of services as it is consistent with industry practice to measure satisfaction through passage of time. Invoices are typically issued at the beginning of each month for MRR services.
● Transaction price is determined as the list price of services, net of discounts, that the Company delivers to its customers, taking into account the term of each individual contract and the ability to enforce and collect the consideration.
● Revenue from installation services, which are not treated as distinct performance obligations, are recognized over the enforceable term of individual contracts consistent with the schedule of MRR discussed above.

ASIC Colocation
The Company has also entered into hosting contracts where it operates mining equipment on behalf of third parties within its facilities. The Company’s hosting contracts are service contracts that contain a single performance obligation. The service the Company provides may include the provision of mining equipment, energized space, and monitoring, active troubleshooting, and various maintenance levels for the mining equipment.
Consideration to which the Company is entitled under its hosting services agreements can be cash and, in some cases, noncash (Bitcoin) in contracts where the Company receives a percentage of the customer’s daily Bitcoin mined. These contracts may be terminable at any time by either party without substantive compensation to the other party for such termination. Therefore, the Company has determined that the duration of these contracts is less than 24 hours and that the contract continuously renews throughout the day. Upon termination, the customer is required to pay the Company any amount due related to previously satisfied performance obligations. The Company has determined that the customer’s renewal right is not a material right as the terms, conditions, and compensation amounts are at then market rates.
In contracts in which the Company receives noncash consideration, the Company measures noncash consideration at the Bitcoin spot price at the beginning of the day UTC on the date of contract inception, as determined by the Company’s principal market, which is the Coinbase exchange. The Company recognizes this noncash consideration on the same day that control of the contracted service transfers to the customer, which is the same day as the contract inception.
Customer contracts can include advance payment terms in the form of monthly cash prepayments and/or upfront cash payments at contract inception. Advance payments are recorded as deferred revenue and recognized over time (generally, the month of hosting service to which they relate) as the customer simultaneously receives and consumes the benefits of the Company’s performance. There is no significant financing component in these transactions due to the short-term nature of the payments.
The Company’s hosting contracts can contain service level agreement clauses, which guarantee a certain percentage of time the power will be available to its customer. In the rare case that the Company may incur penalties under these clauses, the Company recognizes the payment as variable consideration and a reduction of the transaction price and, therefore, of revenue, when not in exchange for a good or service from the customer.

105

Table of Contents

Starting April 1, 2025, the Company began operating as the exclusive provider of ASIC colocation services to American Bitcoin via the execution of a Master Colocation Services Agreement (“CSA”). Under the CSA, the Company provides ASIC colocation services for American Bitcoin’s miners at the Company’s facilities. The fee structure typically includes (i) a fixed monthly fee that targets a 25 % yield on cost of each facility as of the start of the specific service order under the CSA, subject to an annual increase, as well as (ii) infrastructure-related site level reimbursements. As American Bitcoin is a consolidated subsidiary, all fees under the CSA are eliminated in consolidation.
Compute
The Compute business segment consists of revenue streams related to ASIC Compute, AI Cloud, and Traditional Cloud operations.
ASIC Compute
Currently, one of the Company’s largest revenue streams is derived from Bitcoin Mining (also referred to as self-mining). The Company has entered into arrangements, as amended from time to time, with mining pool operators to perform hash computations for the mining pools, which is an output of the Company’s ordinary activities. The Company has the right to decide the point in time and duration for which it will provide hash computation services to the mining pools. As a result, the Company’s enforceable right to compensation only begins when, and continues as long as, the Company provides hash computation services to the mining pools. The contracts are terminable at any time by either party without substantive compensation to the other party for such termination. Therefore, the Company has determined that the duration of the contract is less than 24 hours and that the contract continuously renews throughout the day. Upon termination, the mining pool operator (i.e., the customer) is required to pay the Company any amount due related to previously satisfied performance obligations. The Company has determined that the mining pool operator’s (i.e., the customer’s) renewal right is not a material right as the terms, conditions, and compensation amounts are at then market rates. There is no significant financing component in these transactions.
In exchange for providing hash computation services, which represents the Company’s only performance obligation, the Company is entitled to noncash consideration in the form of Bitcoin, calculated under payout models determined by the mining pool operators. The payout model used by the mining pools in which the Company participated is the Full Pay Per Share (“FPPS”) model, which contains three components, (1) a fractional share of the fixed Bitcoin award from the mining pool operator (referred to as a “block reward”), (2) transaction fees generated from (paid by) blockchain users to execute transactions and distributed (paid out) to individual miners by the mining pool operator, and (3) mining pool operating fees retained by the mining pool operator for operating the mining pool. The Company’s total compensation is calculated using the following formula: the sum of the Company’s share of (a) block rewards and (b) transaction fees, less (c) mining pool operating fees. The following is a detailed description of each of the components of the FPPS model under which the Company receives payment from the mining pools in which it participates:
(1) Block rewards represent the Company’s share of the total amount of block subsidies that are expected to be generated on the Bitcoin network as a whole during the 24-hour period beginning at midnight UTC daily (the “measurement period”). The block reward earned by the Company is calculated by dividing (a) the total amount of hashrate the Company provides to the mining pool operator, by (b) the total Bitcoin network’s implied hashrate (as determined by the Bitcoin network difficulty), multiplied by (c) the total amount of block subsidies that are expected to be generated on the Bitcoin network as a whole during the measurement period. The Company is entitled to its relative share of consideration even if a block is not successfully added to the blockchain by the mining pool in the measurement period.

106

Table of Contents

(2) Transaction fees refer to the total fees paid by users of the network to execute transactions. The Company is entitled to a pro-rata share of the total amount of transaction fees that are actually generated on the Bitcoin network as a whole during the measurement period. The transaction fees paid out by the mining pool operator to the Company is calculated by dividing (a) the total amount of transaction fees that are actually generated on the Bitcoin network as a whole, by (b) the total amount of block subsidies that are actually generated on the Bitcoin network as a whole, multiplied by (c) the Company’s block rewards earned as calculated in (1) above. The Company is entitled to its relative share of consideration even if a block is not successfully added to the blockchain by the mining pool in the measurement period.
(3) Mining pool operating fees are charged by the mining pool operator for operating the mining pool as set forth on a rate schedule to the mining pool contract. The mining pool operating fees reduce the total amount of compensation the Company receives and are only incurred to the extent that the Company has generated mining revenue during the measurement period.

For each contract, the Company measures noncash consideration at the Bitcoin spot price at the beginning of the day (midnight UTC time) on the date of contract inception, as determined by the Company’s principal market, which is the Coinbase exchange. The Company recognizes this noncash consideration on the same day that control of the contracted service transfers to the mining pool operator, which is the same day as the contract inception.
AI Cloud
The Company launched a AI Cloud offering as its inaugural GPU cluster came online in September 2024. The Company has entered into a contract with an AI cloud services provider pursuant to which the provider pays the Company a fixed infrastructure fee and a share of its revenues from the sale of its services at the cluster. The Company applies the five step ASC 606 model in determining the appropriate treatment of its AI Cloud revenue. The performance obligation by the Company is to provide certain compute hosting services as outlined in the contract with the customer and also making available the compute power required by the customer for their services. The Company satisfies its performance obligation over the term of the contract as the customer simultaneously receives and consumes the services provided the Company.
Traditional Cloud
The Company earns revenue by providing cloud services to clients. Revenue is measured at the fair value of the consideration received or receivable for services, net of discounts and sales taxes. Revenue is recognized as the related services are provided to customers. The Company applies the five step ASC 606 model in determining the appropriate treatment of its various sources of revenue. The principal sources of revenue to the Company and recognition of these revenues are as follows:
● MRR from cloud services are recognized as service revenue ratably over the enforceable term of individual contracts which is typically the stated term. The Company satisfies its performance obligation as these services are made available over time. The Company believes this method to be the best representation of transfer of services as it is consistent with industry practice to measure satisfaction through passage of time. Invoices are typically issued at the beginning of each month for MRR services.
● Transaction price is determined as the list price of services, net of discounts, that the Company delivers to its customers, taking into account the term of each individual contract and the ability to enforce and collect the consideration.
● Revenue from installation services, which are not treated as distinct performance obligations, are recognized over the enforceable term of individual contracts consistent with the schedule of MRR discussed above.
● Usage revenue (overage and consumption-based services) is recorded as service revenue in the month the usage is incurred/service is consumed by the customer, based on a fixed agreed upon fee per unit consumed. Invoices are typically issued at the end of each month for usage revenue.

107

Table of Contents

Other
The Other business segments consists of revenue related to Equipment Sales and Repairs.
Equipment Sales and Repairs
Mining equipment sales contracts are for a fixed price and do not include a significant financing component. All consideration to which the Company is entitled is in the form of cash. The Company recognizes mining equipment sales revenue at a point in time based on management’s evaluation of when control of the products has been passed to customers. The transfer of control to the customer occurs when products have been picked up by, or shipped to, the customer based on the terms of the contract. Each product is considered distinct from all other promised products in the contract because the Company does not provide a service of significant integration between each product promised, each product promised does not modify or customize any other product promised under the contract, and the promised products are not highly interrelated or interdependent. Some contracts may also include upfront deposits or require the customer to pay the full sale price up front. Any advance payments are recorded as deferred revenue and recognized as revenue upon transfer of control of the products to the customer.
Cost of revenues (exclusive of depreciation and amortization)
The Company’s cost of revenue consists primarily of direct costs of generating revenue, including electric power costs, hosting costs, repairs and maintenance, occupancy, materials and supply costs, and labor.
Stock-based compensation
The Company recognizes compensation expense for all stock-based payment awards made to employees, directors, consultants, and service providers, if any, including incentive stock options, non-qualified stock options, stock awards, and stock units based upon the estimated grant-date fair value of the awards.
The fair value of stock-based payment awards is amortized over the requisite service period, which is defined as the period during which a recipient is required to provide service in exchange for an award. The Company generally uses a graded attribution method for all grants. Awards with both performance and service conditions are expensed over the service period for each separately vesting tranche. Forfeitures are recorded as incurred.
For more complex performance awards, including awards with market-based performance conditions, the Company employs a Monte Carlo simulation valuation method to calculate the fair value of the awards based on the most likely outcome. Under the Monte Carlo simulation, a number of variables and assumptions are used including, but not limited to, the expected stock price volatility over the term of the award, the risk-free rate, and dividend yield, if any. In accordance with accounting guidance for awards with market conditions, stock-based compensation is recognized over the requisite service period, regardless of whether the award achieves the market condition and will only be adjusted to the extent the service condition is not met.
Performance-based stock-based compensation begins to be recognized when the achievement of each performance condition is deemed probable, as the outcome of each event has inherent risks and uncertainties, and a positive outcome may not be known until the event is achieved. Stock-based compensation cost is adjusted in future periods for subsequent changes in the expected outcome of the performance-related conditions.
Restricted stock units issued under the Company’s 2023 Omnibus Incentive Plan (as amended, the “2023 Plan”) granted up to December 31, 2025 generally vest equally over a three-year period from grant date or fully vest by certain dates for non-employee directors and certain employees. Deferred stock units issued under the 2023 Plan have been issued in vested state. Stock options issued under the Company’s 2023 Plan were issued in vested state for replacement awards or have market-based and service-based vest conditions as per the respective stock option agreement. Performance stock units issued under the Company’s 2023 Plan generally have service-based vest conditions and various market-based and or performance-based vest conditions as per each respective performance stock unit agreement.

108

Table of Contents

Restricted stock units assumed in the Business Combination generally vest equally over a three-year period from the grant date. Deferred stock units assumed in the Business Combination were fully vested upon the assumption date. Both restricted stock units and deferred stock units assumed from the Business Combination are governed under the Hut 8 Mining Corp. Omnibus Long Term Incentive Plan; further details are in Note 19. Stock-based compensation .
Stock options issued under the Hut 8 Corp. Rollover Option Plan and 2023 Plan were granted with an exercise price equal to or greater than the market price of the Company’s stock at the date of grant and expire up to ten  years from the date of grant. These options generally vest over a two-year , four-year , or six-year period. Certain option awards vested subject to the achievement of specific performance conditions.
Income taxes
The Company complies with the accounting and reporting requirements of ASC Topic 740, Income Taxes (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.
A valuation allowance is recorded if it is more-likely-than-not that some portion, or all, of a deferred tax asset will not be realized. In evaluating whether a valuation allowance is needed, the Company considers all relevant evidence, including past performance, recent cumulative losses, projections of future taxable income, and the viability of tax planning strategies. If the Company subsequently determines that there is sufficient evidence to indicate a deferred tax asset will be realized, the associated valuation allowance is reversed.
The Company recognizes positions taken or expected to be taken in a tax return in the Consolidated Financial Statements when it is more-likely-than-not that the position would be sustained upon examination by tax authorities. A recognized tax position is then measured at the largest amount of benefit with greater than 50% likelihood of being realized upon ultimate settlement. The Company recognizes any interest and penalties related to unrecognized tax benefits in income tax expense. There were no interest or penalties related to income taxes that have been accrued or recognized as of December 31, 2025 and December 31, 2024.

109

Table of Contents

Net (loss) income per share attributable to common stockholders
Basic net (loss) income per share of common stock from continuing operations attributable to the Company and basic net loss per share of common stock from discontinued operations attributable to the Company are computed by dividing net (loss) income from continuing operations attributable to the Company adjusted for the impact of subsidiary warrants exercisable for little or no cash consideration (“Penny Warrant(s)”) issued by a consolidated subsidiary and net loss from discontinued operations attributable to the Company, respectively, by the weighted-average number of shares of common stock outstanding during the period.
Diluted net (loss) income per share of common stock from continuing operations attributable to the Company is computed by giving effect to all potentially dilutive shares of common stock, including stock options, restricted stock units, deferred stock units, performance stock units, and common stock purchase warrants to the extent dilutive under the treasury-stock method, the numerator adjustment from the impact of the warrant liability assumed by a consolidated subsidiary to the extent dilutive, and potential shares of common stock issuable upon conversion of the Company’s convertible note under the if-converted method. Under the if-converted method, net (loss) income from continuing operations attributable to the Company is adjusted by the effect, net of tax, of potentially dilutive shares computed under this method. Contingently issuable shares whose issuance is contingent upon the satisfaction of certain conditions are considered outstanding and included in the computation of diluted net (loss) income per share of common stock from continuing operations attributable to the Company if all necessary conditions have been satisfied by the end of the period or if the end of the period is deemed the end of the contingently issuable shares’ contingency period. In computing potentially dilutive shares of common stock, each class of shares is applied to basic net (loss) income per share of common stock from continuing operations attributable to the Company on a most to least dilutive basis until a particular class no longer produces further dilution, if applicable. Diluted net (loss) income per share of common stock from discontinued operations attributable to the Company is computed by using the same denominator used to calculate diluted net (loss) income per share of common stock from continuing operations attributable to the Company, as previously noted.
Foreign currency
The U.S. Dollar is the functional and presentation currency of the Company. The Company has consolidated subsidiaries that have a non-U.S. Dollar functional currency. Each of the Company’s subsidiaries determines its own functional currency and items of each subsidiary included in the Consolidated Financial Statements are measured using that functional currency. Assets and liabilities of foreign operations having a functional currency other than the U.S. Dollar are translated at the rate of exchange prevailing at the reporting date and revenues and expenses at average rates during the period. Foreign currency translation adjustments are reflected within accumulated other comprehensive income (loss) in stockholders’ equity. Gains and losses from foreign currency transactions are included in profit or loss for the period.  Foreign currency-denominated monetary assets and liabilities of the Company are translated using the rate of exchange prevailing at the reporting date, and non-monetary assets and liabilities measured at fair value are translated at the rate of exchange prevailing at the date when the fair value was determined. Resulting gains and losses arising from the translation of these assets and liabilities are recorded as a cumulative translation adjustment, a component of other comprehensive (loss) income in stockholders’ equity. Revenues and expenses are measured at average rates during the period. Gains or losses on translation of these items are included in earnings. Foreign currency denominated non-monetary assets and liabilities, measured at historic cost, are translated at the rate of exchange at the transaction date.
Business combinations
Acquisitions of businesses are accounted for using the acquisition method. The acquisition cost is measured at the fair value of the consideration transferred at the acquisition date.
Goodwill arising on acquisition is initially measured at cost, being the difference between the fair value of the consideration transferred, including the recognized amount of any non-controlling interest (“NCI”) in the acquiree and the net recognized amount (generally fair value) of the identifiable assets and liabilities assumed at the acquisition date. If the net of the amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held interest in the acquiree (if any), the excess is recognized immediately in profit or loss as a bargain purchase gain.

110

Table of Contents

Acquisition-related costs, other than those that are associated with the issue of debt or equity securities that the Company incurs in connection with a business combination, are expensed as incurred.
Share capital
Shares of common stock are classified as an equity instrument. Incremental costs directly attributable to the issuance of common stock are recognized as a reduction of equity, net of the related tax effect.
Non-controlling interests
Non-controlling interests represent the portion of net assets in consolidated entities that are not owned by the Company and are reported as a component of equity on the Company’s Consolidated Balance Sheets. As of December 31, 2025, non-controlling interests on the Company’s Consolidated Balance Sheets consist of the 19.90 % ownership by a third party in the Far North JV and 39.93 % ownership by third parties in American Bitcoin. For more details, refer to Note 3. Launch of American Bitcoin Corp ., Note 4. Acquisitions , Note 5. Far North sale , and the Non-Controlling interests section in Note 18. Equity .
Note 3. Launch of American Bitcoin Corp.
On March 31, 2025, a wholly owned subsidiary of the Company contributed substantially all of the Company’s ASIC miners to American Data Centers Inc. in exchange for an 80 % interest in American Data Centers Inc. In connection with the transaction, American Data Centers Inc. was subsequently renamed as American Bitcoin Corp. (“Historical ABTC”). The transaction does not meet the business combination criteria under FASB ASC Topic 805, Business Combinations (“ASC 805”). The net book value of the assets contributed to Historical ABTC was $ 12 6.4 million. The Company recorded a non-cash asset contribution expense of $ 22.8 million related to the non-controlling interest portion of the ASIC miners that were contributed. The Company incurred $ 1.5 million in transaction costs related to the transaction.
Note 4. Acquisitions
Far North acquisition
​
On February 15, 2024, a subsidiary of the Company completed a stalking horse bid to acquire four natural gas power plants in Ontario, Canada in partnership with Macquarie Equipment Finance Ltd. (“Macquarie”), a subsidiary of Macquarie Group Limited, a global financial services group. The Company completed the transaction  through a joint venture between the Company and Macquarie to increase its energy-related assets.
The Company recorded the transaction as a business combination and the assets and liabilities of the power plants were recorded at their estimated fair values.
The joint venture, of which the Company has 80.1 % indirect ownership and the remaining 19.9 % of which is owned by Macquarie (the “Far North JV”), purchased assets, liabilities, and the business operations of four natural gas power plants located in Iroquois Falls, Ontario; North Bay, Ontario; Kapuskasing, Ontario; and Kingston, Ontario.
The purchase price of the transaction is represented below:
​
​

​

​

​

(in USD thousands)
  ​ ​ ​
Fair value

Cash paid by the Company held in deposit
​
$
7,400

Credit for the equipment invested in the acquisition
​
​
7,877

Opening cash invested - Non-controlling interest
​
​
2,590

Opening cash invested - Hut 8
​
​
2,590

​
​
$
20,457

​

111

Table of Contents

The aggregate fair value of the transaction is represented below:
​
​

​

​

​

(in USD thousands)
  ​ ​ ​
Fair value

Consideration transferred
​
$
17,867

Fair value of non-controlling interest in acquiree
​
​
4,459

Aggregate fair value
​
$
22,326

​
Total transaction expenses recognized for the year ended December 31, 2024 were $ 1.7 million and included in General and administrative expenses in the Consolidated Statements of Operations and Comprehensive (Loss) Income. The Company paid $ 7.5 million in August 2023 to Macquarie, which was recorded in Deposits and prepaid expenses on the Company’s Consolidated Balance Sheet. The deposit was included in the purchase price consideration and was $ 7.4 million in February 2024 due to foreign currency translation. The Company received a credit of $ 7.9 million in the Far North JV for investing mining infrastructure and equipment at the North Bay, Ontario facility. The net result of the investment of mining infrastructure and equipment in the Far North JV was that Macquarie obtained a 19.9 % indirect ownership interest in the invested assets due to their NCI ownership in the Far North JV. The Company determined the value of the NCI to be $ 4.5 million using the liquidation value of the net identifiable assets and liabilities acquired. The Company recorded a gain on bargain purchase included in other income (expense) of $ 3.1 million in the Consolidated Statements of Operations and Comprehensive (Loss) Income given the Company completed the transaction through a stalking horse bid.
The following table details the final purchase price allocation of the transaction consideration to the valuations of the identifiable tangible assets acquired and liabilities assumed as of the closing date of the transaction which was February 15, 2024.
​
​

​

​

​

(in USD thousands)
  ​ ​ ​
​

Cash
  ​ ​ ​
$
3,175

Accounts receivable, net of allowance of $ 0
​
​
5,347

Property and equipment, net
​
​
21,781

Lease equipment - right-of-use asset
​
​
25,285

Deferred tax liability
​
​
( 1,134 )

Accounts payable and accrued expenses
​
​
( 3,783 )

Gain on bargain purchase
​
​
( 3,060 )

Lease liability
​
​
( 25,285 )

​
​
$
22,326

​
As part of the transaction, the Company restructured a loan of $ 24.6 million with Macquarie as a sale lease back agreement of the power plant assets located in Iroquois Falls, Ontario. The sale lease back agreement constituted a debt modification rather than a debt extinguishment and has been reflected accordingly on the Company’s Consolidated Balance Sheet as an equipment finance lease.
Supplemental disclosures of cash flow information related to investing and financing activities regarding the Far North business combination are as follows for the twelve months ended December 31, 2024:
​
​

​

​

​

(in USD thousands)
​
​
​

Fair value of tangible assets acquired
  ​ ​ ​
$
47,066

Liabilities assumed
​
$
( 29,068 )

Aggregate fair value
​
$
22,326

Purchase price consideration
​
$
20,457

​
The pro-forma results of the Far North JV are impracticable to present due to the lack of certain historical financial records of the acquired business. From the acquisition date through December 31, 2024, the Far North JV’s total revenue and net income was approximately $ 11.4 million and $ 1.3 million, respectively.
​

112

Table of Contents

Merger of American Bitcoin Corp. and Gryphon Digital Mining, Inc.
​
On May 9, 2025, Gryphon Digital Mining, Inc., a Delaware corporation (“Gryphon”), GDM Merger Sub I Inc., a Delaware corporation and wholly owned direct subsidiary of Gryphon (“Merger Sub Inc.”), GDM Merger Sub II LLC, a Delaware limited liability company and wholly owned direct subsidiary of Gryphon (“Merger Sub LLC”), and Historical ABTC, a majority owned subsidiary of the Company, entered into an Agreement and Plan of Merger (the “ABTC Merger Agreement”).
​
On September 3, 2025, in accordance with the terms of the ABTC Merger Agreement, among other things, (i) Merger Sub Inc. merged with and into Historical ABTC, with Historical ABTC surviving the merger (the “First Merger”) as a wholly owned direct subsidiary of Gryphon (the corporation surviving the First Merger, the “First Merger Surviving Corporation”) and (ii) immediately after the First Merger, the First Merger Surviving Corporation merged with and into Merger Sub LLC, with Merger Sub LLC surviving the merger (the “Second Merger” and, taken together with the First Merger, the “ABTC Merger”) as a wholly owned direct subsidiary of Gryphon. Gryphon was renamed American Bitcoin Corp. (“American Bitcoin”) after the completion of the ABTC Merger (the “Closing”).
​
Upon the Closing, existing shareholders of Gryphon collectively owned, on a fully diluted basis, approximately 2 % of American Bitcoin, representing 16,893,390 of Class A common stock of American Bitcoin, with a par value of $ 0.0001 . Historical ABTC’s shareholders prior to the ABTC Merger held 11,002,954 shares of Class A common stock of Historical ABTC and 50,500,000 Class B common stock of Historical ABTC. At an exchange ratio of 14.4995 , shareholders of Historical ABTC Class A common stock received 159,537,377 shares of American Bitcoin Class A common stock and shareholders of Historical ABTC Class B common stock received 732,224,903 shares of American Bitcoin Class B common stock, with a par value of $ 0.0001 . The ABTC Merger has been accounted for as a reverse acquisition under ASC 805, with Historical ABTC identified as the accounting acquirer. Accordingly, the Consolidated Financial Statements reflect the historical operations of the accounting acquirer, with the equity structure retroactively adjusted to reflect the legal acquirer’s equity.
​
The total consideration transferred was greater than the fair value of the net liabilities assumed, resulting in goodwill of $ 154.4  million.
​
The purchase price was calculated based on the number of shares of American Bitcoin’s common stock held by Gryphon shareholders at the Closing multiplied by the closing price of American Bitcoin Class A common stock on September 3, 2025, as demonstrated in the table below:
​
​

​

​

(in USD thousands, except share and per share data)
​

American Bitcoin Class A common stock held by Gryphon shareholders
 
16,893,390

American Bitcoin Class A common stock closing price on September 3, 2025 
$
8.04

Purchase price (American Bitcoin Class A common stock consideration transferred to Gryphon shareholders)
$
135,823

​
During the twelve months ended December 31, 2025, the Company incurred $ 6.1  million in transaction costs related to the ABTC Merger.
​
During the three months ended December 31, 2025, the Company finalized the allocation of the purchase price and recorded the measurement period adjustments to the Company’s preliminary estimates. The Company allocated the purchase price of the acquisition to the tangible assets acquired and liabilities assumed based on their estimated fair values. During the three months ended December 31, 2025, the Company recorded measurement period adjustments to the purchase price allocation, which primarily resulted in a $ 1.3 million reduction in prepaid expenses, $ 0.7 million decrease in property and equipment, a $ 0.2 million decrease in deposits, and a $ 0.5 million increase in accounts payable and accrued liabilities, which resulted in a $ 2.7 million net increase in goodwill.

113

Table of Contents

​
The following table summarizes the final purchase price allocation of the ABTC Merger consideration to the valuations of the identifiable assets acquired and liabilities assumed as part of the ABTC Merger:
​
​

​

​

(in USD thousands)
​

Cash and cash equivalents
$
894

Prepaid expenses
​
761

Digital assets
​
86

Property and equipment, net
​
1,790

Deposits
​
766

Total assets acquired
$
4,297

​
​
​

Accounts payable and accrued liabilities
$
13,889

Warrant liability
​
9,011

Total liabilities acquired
$
22,900

​
​
​

Net liabilities assumed
$
( 18,603 )

​
​
​

Goodwill
$
154,426

​
The following unaudited pro forma financial information presents the combined results of operations of the Company as if the ABTC Merger with Gryphon had occurred on January 1, 2024. The pro forma results include adjustments to reflect the acquisition date fair value of assets acquired and liabilities assumed and transaction costs.
​
​

​

​

​

​

​

​
Twelve Months Ended

​
December 31,

​
2025
  ​ ​ ​
2024

(in USD thousands)
​
  ​
​
​
  ​

Revenue
$
188,909
​
$
92,076

Net (loss) income
$
( 187,038 )
​
$
478,258

​
This supplemental pro forma information is not necessarily indicative of what the Company’s actual results of operations would have been had the ABTC Merger occurred at the beginning of the periods presented, nor does it purport to project future operating results of the Company post-ABTC Merger.
​
​
Note 5. Far North sale
On November 17, 2025, the Company announced that it entered into a definitive share purchase agreement with TransAlta Corporation, under which TransAlta Corporation would acquire the 310-megawatt portfolio of four natural gas-fired power plants in Ontario owned and operated by the Far North JV.
As such, the Company committed to a plan to sell all of its equity interests in the Far North JV whose primary assets were power generation plants and primary liabilities were a lease for one of the power generation plants. The results of operations of the Far North JV have been part of the Power Generation business, under the Company’s Power segment.  
As of December 31, 2025, the Company determined that the assets and liabilities included in the Far North JV divestiture met the criteria to be classified as assets held for sale and liabilities held for sale. The divestiture did not meet the criteria to be classified as discontinued operations, as it did not represent a strategic shift that would have a major effect on the Company’s operations or financial results. As a result, the Company ceased recording depreciation expense on the related assets. No impairment was recognized, as the estimated fair value less costs to sell exceeded the carrying amounts of the assets. These assets and liabilities are included in the Assets held for sale and Liabilities held for sale in separate line items in the Company’s Consolidated Balance Sheets.
The Company closed the transaction on February 2, 2026.

114

Table of Contents

The following table summarizes the assets and liabilities held for sale:
​
​

​

​

​

​
  ​ ​ ​
December 31,

(in USD thousands)
​
2025

Assets
​
  ​
​

Cash
​
$
1,327

Accounts receivable, net
​
​
2,347

Deposits and prepaid expenses
​
 
4,832

Property and equipment, net
​
​
29,872

Income taxes receivable
​
​
341

Total assets
​
$
38,719

​
​
​
​

Liabilities
​
 
  ​

Accrued expenses
​
$
3,747

Finance lease liability
​
 
22,017

Total liabilities
​
$
25,764

​
​
​
Note 6. Discontinued operations
On March 4, 2024, the Company announced the closure of its Drumheller, Alberta mining site after analysis of the Company’s operations. It was determined that the profitability of the Drumheller site had been impacted significantly by various factors, including elevated energy costs and underlying voltage issues. The Company maintains its lease at the site and will consider re-energizing the site if market conditions improve.  
The table below outlines the results of discontinued operations:
​
​

​

​

​

​

​

​

​

​

​

​
​
Twelve Months Ended
​
Six Months Ended

​
​
December 31,
​
December 31,

(in USD thousands)
  ​ ​ ​
2025
  ​ ​ ​
2024
  ​ ​ ​
2023

Revenue:
​
​
  ​
​
​
  ​
​
​
  ​

Compute
​
$
—
​
$
981
​
$
736

​
​
​
​
​
​
​
​
​
​

Cost of revenue (exclusive of depreciation and amortization shown below):
​
 
  ​
​
 
  ​
​
 
  ​

Compute
​
 
—
​
 
3,895
​
 
602

​
​
​
​
​
​
​
​
​
​

Operating expenses:
​
​
​
​
​
​
​
​
​

Depreciation and amortization
​
​
—
​
​
169
​
​
51

General and administrative expenses
​
​
—
​
​
216
​
​
6

Impairment of long-lived assets
​
​
—
​
​
6,065
​
​
—

Total operating expenses
​
 
—
​
 
6,450
​
 
57

​
​
​
​
​
​
​
​
​
​

(Loss) income from discontinued operations before taxes
​
​
—
​
​
( 9,364 )
​
​
77

​
​
​
​
​
​
​
​
​
​

Income tax benefit
​
​
—
​
​
2,320
​
​
—

​
​
​
​
​
​
​
​
​
​

Net (loss) income
​
$
—
​
$
( 7,044 )
​
$
77

​
​

​

​

​

​

​

​

​
​
Twelve Months Ended

Cash flows from Discontinued Operations
​
December 31,

(in USD thousands)
  ​ ​ ​
2025
  ​ ​ ​
2024

Operating cash flows used in discontinued operations
​
$
—
​
$
( 3,243 )

​
​

​

​

​

​

​

​

Assets and Liabilities of Discontinued Operations
​
December 31,
​
December 31,

(in USD thousands)
  ​ ​ ​
2025
  ​ ​ ​
2024

Assets
​
$
—
​
$
2,320

Liabilities
​
​
—
​
​
1,699

115

Table of Contents

​
The Company recorded impairment related to the mining equipment and mining infrastructure at its Drumheller site after the decision to cease operations at the site in March 2024.
​
Note 7. Segment information
The following table presents revenue and cost of revenue for the Company’s reportable segments , reconciled to the Consolidated Statements of Operations and Comprehensive (Loss) Income:
​
​

​

​

​

​

​

​

​

​

​

​
​
Twelve Months Ended
​
Six Months Ended

​
​
December 31,
​
December 31,

(in USD thousands)
  ​ ​ ​
2025
  ​ ​ ​
2024
  ​ ​ ​
2023

Reportable segment revenue:
​
​
  ​
​
​
  ​
​
​
  ​

Power
​
$
41,869
​
$
56,602
​
$
12,595

Digital Infrastructure
​
 
86,236
​
​
25,519
​
 
5,817

Compute
​
​
202,404
​
​
80,705
​
​
41,347

Other
​
 
—
​
 
8,530
​
 
669

Eliminations
​
​
( 95,391 )
​
​
( 8,971 )
​
​
( 559 )

Total segment and consolidated revenue
​
$
235,118
​
$
162,385
​
$
59,869

​
​
​
​
​
​
​
​
​
​

Reportable segment cost of revenue (exclusive of depreciation and amortization shown below):
​
 
  ​
​
 
  ​
​
 
  ​

Cost of revenue – Power
​
 
23,422
​
 
21,538
​
 
3,366

Cost of revenue – Digital Infrastructure
​
 
64,524
​
 
15,556
​
 
4,276

Cost of revenue – Compute
​
 
100,240
​
 
53,948
​
 
26,040

Cost of revenue – Other
​
​
—
​
​
4,584
​
​
577

Eliminations
​
​
( 80,412 )
​
​
( 8,971 )
​
​
( 559 )

Total segment and consolidated cost of revenue
​
$
107,774
​
$
86,655
​
$
33,700

​
​
​
​
​
​
​
​
​
​

Reconciling items:
​
​
​
​
​
​
​
​
​

Depreciation and amortization
​
​
( 101,901 )
​
​
( 47,773 )
​
​
( 10,569 )

General and administrative expenses
​
​
( 137,786 )
​
​
( 72,917 )
​
​
( 37,547 )

(Losses) gains on digital assets
​
​
( 220,037 )
​
​
509,337
​
​
32,626

(Loss) gain on sale of property and equipment
​
 
( 4,593 )
​
​
634
​
​
( 443 )

Impairment - other
​
​
—
​
​
( 4,472 )
​
​
—

Foreign exchange gain (loss)
​
 
3,396
​
​
( 5,000 )
​
​
1,002

Interest expense
​
​
( 30,073 )
​
​
( 29,794 )
​
​
( 11,701 )

Asset contribution costs
​
​
( 22,780 )
​
​
—
​
​
—

Gain on debt extinguishment
​
​
—
​
​
5,966
​
​
—

Gain on derivatives
​
​
61,550
​
​
6,780
​
​
—

Gain on bargain purchase
​
​
—
​
​
3,060
​
​
—

Gain on other financial liability
​
​
956
​
​
—
​
​
—

Gain on warrant liability
​
​
384
​
​
—
​
​
—

Equity in earnings of unconsolidated joint venture
​
​
8,727
​
​
10,359
​
​
6,173

Income tax benefit (provision)
​
 
51,836
​
​
( 113,457 )
​
​
421

General and administrative expenses eliminations
​
​
14,979
​
​
—
​
​
—

Net (loss) income from continuing operations
​
$
( 247,998 )
​
$
338,453
​
$
6,131

​
​
​
​
​
​
​
​
​
​

(Loss) income from discontinued operations (net of income tax benefit of nil , $ 2.3 million, and nil , respectively)
​
​
—
​
​
( 7,044 )
​
​
77

​
​
​
​
​
​
​
​
​
​

Net (loss) income
​
​
( 247,998 )
​
​
331,409
​
​
6,208

​
​
​
​
​
​
​
​
​
​

Less: Net loss attributable to non-controlling interest
​
​
21,849
​
​
473
​
​
—

Net (loss) income attributable to Hut 8 Corp.
​
$
( 226,149 )
​
$
331,882
​
$
6,208

​
The following table presents summarized information for revenue by geographic area:
​
​

​

​

​

​

​

​

​

​

​

​
​
Twelve Months Ended
​
Six Months Ended

​
​
December 31,
​
December 31,

(in USD thousands)
  ​ ​ ​
2025
  ​ ​ ​
2024
  ​ ​ ​
2023

Revenue
​
​
  ​
​
​
  ​
​
​
  ​

United States
​
$
202,606
​
$
110,974
​
$
54,431

Canada
​
 
32,512
​
 
51,411
​
 
5,438

Total revenue
​
$
235,118
​
$
162,385
​
$
59,869

​

116

Table of Contents

The following table presents summarized information for long-lived assets by geographic area:
​
​

​

​

​

​

​

​

​
 
December 31,

(in USD thousands)
  ​ ​ ​
2025
  ​ ​ ​
2024

United States
 
$
588,592
 
$
156,843

Canada
​
​
54,652
​
​
64,838

Total Long-Lived Assets
​
$
643,244
​
$
221,681

​
​
Note 8. Digital assets
The following table presents the changes in carrying amount of digital assets as of December 31, 2024 and December 31, 2025:
​
​

​

​

​

(in USD thousands)
  ​ ​ ​
Amount

Balance as of December 31, 2023
​
$
388,510

Revenue recognized from Bitcoin mined
​
​
71,536

Hosting revenue received in Bitcoin
​
​
4,262

Revenue recognized from discontinued operations
​
​
981

Mining revenue earned in prior period received in current period
​
​
292

Bitcoin purchased
​
​
100,708

Carrying value of Bitcoin sold
​
​
( 74,069 )

Change in fair value of Bitcoin
​
​
509,303

Carrying value of other digital assets sold
​
​
( 407 )

Change in fair value of other digital assets
​
​
34

Foreign currency translation adjustments
​
​
( 51,650 )

Balance as of December 31, 2024
​
$
949,500

​
​
​
​

Number of Bitcoin held as of December 31, 2024
​
​
10,171

Number of Bitcoin pledged to Bitmain as of December 31, 2024
​
​
968

Cost basis of Bitcoin held as of December 31, 2024
​
$
443,127

Realized gains on the sale of Bitcoin for the twelve months ended December 31, 2024
​
$
11,262

​
​
​
​

Balance as of December 31, 2024
​
$
949,500

Revenue recognized from Bitcoin mined
​
​
186,935

Bitcoin contributed
​
​
10,000

Bitcoin assumed from the ABTC Merger
​
​
86

Bitcoin purchased
​
​
405,147

Bitcoin mining revenue not received
​
​
( 812 )

Carrying value of Bitcoin sold
​
​
( 3,737 )

Change in fair value of Bitcoin
​
​
( 209,362 )

Foreign currency translation adjustments
​
​
34,146

Balance as of December 31, 2025
​
$
1,371,903

​
​
​
​

Number of Bitcoin held as of December 31, 2025
​
​
15,679

Number of Bitcoin pledged to Bitmain as of December 31, 2025
​
​
3,744

Cost basis of Bitcoin held as of December 31, 2025
​
$
1,057,990

Realized gains on the sale of Bitcoin for the twelve months ended December 31, 2025
​
$
905

​

117

Table of Contents

As of December 31, 2025, the Company’s digital assets were either held in segregated custody accounts for the benefit of the Company, held in segregated custody accounts under the Company’s ownership and pledged as collateral under a borrowing arrangement or in connection with covered call options sold, or held by Bitmain for the Bitcoin pledged in connection with the Bitmain Purchase Agreement and ABTC Bitmain Purchase Agreement for miner purchases from them. The details of the digital assets are as follows:
​
​

​

​

​

​

​

​

​

​

​

​

​
  ​ ​ ​
Amount
  ​ ​ ​
Number of digital assets

(in USD thousands)
  ​ ​ ​
December 31, 2025
  ​ ​ ​
December 31, 2024
  ​ ​ ​
December 31, 2025
  ​ ​ ​
December 31, 2024

Current
​
​
​
​
​
​
​
​
​
​

Bitcoin pledged for miner purchase
​
$
84,688
​
$
92,389
​
968
​
968

Total current digital assets – pledged for miner purchase
​
​
84,688
​
​
92,389
​
968
​
968

​
​
​
​
​
​
​
​
​
​
​

Non-current
​
​
​
​
​
​
​
​
​
​

Bitcoin held in custody
​
​
647,654
​
​
525,235
​
7,402
​
5,648

Total non-current digital assets – held in custody
​
​
647,654
​
​
525,235
​
7,402
​
5,648

​
​
​
​
​
​
​
​
​
​
​

Non-current
​
​
​
​
​
​
​
​
​
​

Bitcoin pledged for miner purchase
​
​
242,937
​
​
—
​
2,776
​
—

Total non-current digital assets – pledged for miner purchase
​
​
242,937
​
​
—
​
2,776
​
—

​
​
​
​
​
​
​
​
​
​
​

Non-current
​
​
​
​
​
​
​
​
​
​

Bitcoin pledged as collateral
​
​
396,624
​
​
331,876
​
4,533
​
3,555

Total non-current digital assets – pledged as collateral
​
​
396,624
​
​
331,876
​
4,533
​
3,555

​
​
​
​
​
​
​
​
​
​
​

Total digital assets
 
$
1,371,903
​
$
949,500
 
15,679
​
10,171

​
In November 2024, the Company entered into the Bitmain Purchase Agreement to purchase approximately 30,000 Bitmain Antminer S21+ ASIC miners. In December 2024, in connection with the Bitmain Purchase Agreement, the Company completed its Bitcoin pledge by depositing 968 Bitcoin into a segregated wallet with Bitmain, which was originally subject to a three-month redemption right from the shipment date of the purchased ASIC miners, whereby the Company had the option to repurchase, with cash, the pledged Bitcoin at a mutually agreed upon fixed price. If the Company did not exercise this right within the redemption period, Bitmain would retain full ownership of the pledged Bitcoin as consideration for the purchased ASIC miners. During the twelve months ended December 31, 2025, the Company amended the redemption period’s end date multiple times: first, the redemption period was amended to end during the quarter ended September 30, 2025, second, the redemption period was further amended to end during the quarter ended December 31, 2025, and third, the redemption period was further amended to end in January 2026. During January 2026, Company further amended the redemption period to end on a later date in January 2026. In January 2026, the Company elected not to exercise the option to redeem the pledged Bitcoin, and accordingly, the right to redeem expired.
​
During 2024, the Company entered into an ASIC colocation contract with Bitmain to host miners at the Company’s Vega site. The agreement featured a fixed hosting fee with a partial or full option to purchase the hosted machines in up to three tranches at a fixed price within six months of energization of the relevant tranche. The Company completed energization of the miners during June and July 2025. On March 31, 2025, the Company entered into a Put Option Agreement with American Bitcoin (the “Put Option Agreement”), pursuant to which the Company had the right to put to American Bitcoin any ASIC miners purchased by the Company under this purchase option.
​
On August 5, 2025, pursuant to the Put Option Agreement, the Company assigned its option to purchase up to approximately 17,280 Bitmain Antminer U3S21EXPH ASIC miners (collectively, the “Bitmain Miners”), representing a total of approximately 14.86 exahash per second (“EH/s”), to American Bitcoin. American Bitcoin exercised the option on August 5, 2025 and entered into the ABTC Bitmain Purchase Agreement with Bitmain to purchase the Bitmain Miners in one or more tranches for a total purchase price of up to approximately $ 320.0 million, not including any applicable tariffs, duties or similar charges.
​

118

Table of Contents

Concurrently with the execution of the ABTC Bitmain Purchase Agreement, American Bitcoin purchased 16,299 of the Bitmain Miners, representing a total of approximately 14.02 EH/s, for a total purchase price of approximately $ 314.0 million, paid through the pledge of 2,234 Bitcoin at a mutually agreed upon fixed price. Such purchase price was reduced by the application of a deposit and certain expenses of approximately $ 46.0 million previously paid to Bitmain. In September 2025, American Bitcoin purchased the remaining 981 Bitmain Miners for a total purchase price of $ 18.9 million, paid through the pledge of 151 Bitcoin at a mutually agreed upon fixed price, net of certain hosting credits. In October 2025, American Bitcoin pledged an additional 391 Bitcoin at a mutually agreed upon fixed price, and Bitmain refunded the Company’s $ 46.0 million comprising of the deposit and certain expenses. The Bitcoin pledged under the ABTC Bitmain Purchase Agreement has a redemption period of approximately twenty-four months from the applicable pledge date.
​
As of December 31, 2025, the Company had pledged 3,744 Bitcoin to Bitmain, with a fair value of $ 327.6 million, which were classified as Digital assets – pledged for miner purchase on the Company’s Consolidated Balance Sheets. A corresponding liability of $ 433.1 million was recorded as Miner purchase liability , reflecting the Company’s obligation to either redeem the pledged Bitcoin for cash or apply the pledged Bitcoin toward the purchase of ASIC miners at the end of the redemption period. Of the 3,744 Bitcoin pledged to Bitmain as of December 31, 2025, 2,776 Bitcoin were pledged by American Bitcoin.
In accordance with FASB ASC Topic 610-20, Other Income – Gains and Losses from the Derecognition of Nonfinancial Assets , the Company assessed the transfer of nonfinancial assets, Bitcoin, under ASC 606. Specifically, the Company noted that the Bitcoin pledged to Bitmain under the Bitmain Purchase Agreement and ABTC Bitmain Purchase Agreement constitute repurchase agreements under ASC 606. As a result, the Bitcoin was not derecognized upon transfers as the Company retains repurchase options.
Due to the redemption rights and the Company’s continued economic exposure to the Bitcoin, the pledged Bitcoin is separately classified as Digital assets – pledged for miner purchase on the Consolidated Balance Sheets, which represents restricted Bitcoin.
The Company recorded a Bitcoin redemption right derivative asset with an initial fair value of $ 15.1 million in 2024 and $ 65.7 million during the twelve months ended December 31, 2025. See Note 16. Derivatives for further information on this derivative asset.
Investment Tokens
There were no World Liberty Financial, Inc. tokens (“Investment Tokens”) held as of December 31, 2024. During the twelve months ended December 31, 2025, the Company purchased 100 million Investment Tokens at $ 0.25 per token for total cash consideration of $ 25.0 million pursuant to a Token Purchase Agreement (“TPA”) with World Liberty Financial, Inc. (“WLFI”). The Company’s Investment Tokens are subject to an indefinite lockup, with a minimum of twelve months from purchase date. Future unlocks are subject to the Investment Tokens’ protocol governance procedures and may be subject to WLFI’s discretion.
The following table presents the changes in carrying amount of the Investment Tokens as of December 31, 2025:
​
​

​

​

​

(in USD thousands)
  ​ ​ ​
Amount

Balance as of December 31, 2024
​
$
-

Investment Token purchased
​
​
25,000

Change in fair value of Investment Tokens
​
​
( 10,675 )

Balance as of December 31, 2025
​
$
14,325

​
​
​
​

Number of Investment Tokens held as of December 31, 2025
​
​
100,000,000

Cost basis of Investment Tokens held as of December 31, 2025
​
$
25,000

​
The details of the Investment Tokens are as follows:
​
​

​

​

​

​

​

​

​

​

​

​

​
  ​ ​ ​
Amount
  ​ ​ ​
Number of digital assets

(in USD thousands)
  ​ ​ ​
December 31, 2025
  ​ ​ ​
December 31, 2024
  ​ ​ ​
December 31, 2025
  ​ ​ ​
December 31, 2024

Non-current
​
​
​
​
​
​
​
​
​
​

Investment Tokens held in custody
​
$
14,325
​
$
—
​
100,000,000
​
—

Total non-current Investment tokens – held in custody
​
​
14,325
​
​
—
​
100,000,000
​
—

​
​
​
​
​
​
​
​
​
​
​

Total Investment Tokens
 
$
14,325
​
$
—
 
100,000,000
​
—

​
​
Note 9. Property and equipment, net
The components of property and equipment were as follows:
​
​

​

​

​

​

​

​

(in USD thousands)
  ​ ​ ​
December 31, 2025
  ​ ​ ​
December 31, 2024

Mining infrastructure
​
$
145,354
​
$
41,308

Miners and mining equipment
​
​
393,467
​
​
77,486

Data center infrastructure
​
​
16,776
​
​
11,058

Computer and network equipment
​
​
9,411
​
​
8,025

Right-of-use assets - Finance lease
​
​
—
​
​
26,412

Leasehold improvements
​
​
1,836
​
​
680

Land and land improvements
​
​
46,095
​
​
263

Power plant assets
​
​
—
​
​
13,070

AI GPUs
​
​
42,573
​
​
39,324

Construction in progress
​
​
77,403
​
​
55,918

Property and equipment, gross
 
​
732,915
 
​
273,544

Less: Accumulated depreciation
 
​
( 89,671 )
 
​
( 51,863 )

Property and equipment, net
​
$
643,244
​
$
221,681

​
Depreciation and amortization expense related to property and equipment was $ 98.4 million, $ 44.5 million, and $ 10.1 million for the twelve months ended December 31, 2025 and 2024, and six months ended December 31, 2023, respectively.
Louisiana Land Purchase
In February 2025, the Company purchased 592 acres of land in West Feliciana Parish, Louisiana for $ 18.1 million in cash consideration. In December 2025, the Company purchased an additional 35 acres of land for $ 4.7 million in cash consideration.
Texas Land Purchase
In November and December 2025, the Company purchased a total of 524 acres of land in Nueces County, Texas for $ 17.5 million in cash consideration.
Impairment of long-lived assets
On March 6, 2024, the Company announced the closure of its Drumheller site in Alberta, Canada. The Company further assessed the profitability of the site which indicated that an impairment triggering event had occurred. Accordingly, with the closure of the Drumheller site, the long-lived assets of the site were fully written down. This resulted in a write down of $ 6.1  million, which is reflected in the  Loss from discontinued operations  in the Company’s Consolidated Statements of Operations and Comprehensive (Loss) Income for the twelve months ended December 31, 2024.
There is considerable management judgment necessary to determine the estimated future cash flows and fair values of the Company’s long-lived assets, and, accordingly, actual results could vary significantly from such estimates, which fall under Level 3 within the fair value measurement hierarchy (see discussion of fair value measurements in Note 2. Basis of presentation, summary of significant accounting policies and recent accounting pronouncements).

119

Table of Contents

Assets held for sale
​
As of December 31, 2025, the Company had property and equipment related to the Far North JV classified as assets held for sale. Refer to Note 5. Far North sale for further details.
​
​
Note 10. Deposits and prepaid expenses
The components of deposits and prepaid expenses are as follows:
​
​

​

​

​

​

​

​

(in USD thousands)
  ​ ​ ​
December 31, 2025
  ​ ​ ​
December 31, 2024

Current
​
​
​
​
​
​

Miner purchase option
​
$
—
​
$
31,951

Prepaid insurance
​
​
5,643
​
​
4,359

Prepaid electricity
​
 
14,903
​
 
3,885

Deposits for site development
​
​
157,596
​
​
—

Deposits for future site purchases
​
​
6,724
​
​
7,660

Other deposits
​
 
4,466
​
 
4,824

Total current deposits and prepaid expenses
​
$
189,332
​
$
52,679

​
​
​
​
​
​
​

Non-current
​
​
​
​
​
​

Deposits related to electricity supply under electricity supply agreement
​
$
6,173
​
$
7,279

Lease deposits
​
​
2,097
​
​
—

Other deposits
​
 
44
​
 
607

Total non-current deposits and prepaid expenses
​
$
8,314
​
$
7,886

​
​
​
​
​
​
​

Total deposits and prepaid expenses
​
$
197,646
​
$
60,565

​
As of December 31, 2025, the Company had deposits and prepaid expenses related to the Far North JV classified as assets held for sale. Refer to Note 5. Far North sale for further details.
​
Note 11. Investment in unconsolidated joint venture
On November 25, 2022, the Company acquired a 50 % membership interest in TZRC LLC (“TZRC”), an early-stage operator of vertically integrated digital asset mining and power facilities (the “Acquired Interests”). The transaction closed on December 6, 2022.
The consideration paid by the Company for the acquisition of the Acquired Interests consisted of $ 10.0 million of cash and the assumption of a senior secured promissory note (the “TZRC Secured Promissory Note”) with a fair value estimate as of the transaction date of approximately $ 95.1 million. See Note 15. Loans, notes payable, and other financial liabilities for a discussion of the TZRC Secured Promissory Note.
TZRC is a two-member operating joint venture where both members jointly control the essential areas of the entity’s business. The purpose of TZRC is to develop, construct, install, own, finance, rent, and operate one or more modular data centers located on or near renewable power sources for purposes of digital asset mining. The entity self-mines and provides hosting services. The Company assumed the role of property manager under a PMA to provide day-to-day management and oversight services of TZRC’s data center facilities. The service contract has a term of 10 years and is automatically renewed for successive one-year terms unless either party provides written notice of non-renewal. As property manager, the Company is entitled to approximately $ 1.5 million per year, subject to downward adjustment based on capacity utilization of TZRC’s data centers. In addition, the PMA allows pass through costs on behalf of the Company, such as payroll and other incidental costs. Pass through costs for the twelve months ended December 31, 2025 and 2024, and the six months ended December 31, 2023 were approximately $ 2.9 million, $ 2.3 million, and $ 2.0 million, respectively.
In May 2025, the Company sold 24 transformers to TZRC for total proceeds of approximately $ 1.6 million, and recognized a gain on sale of approximately $ 0.3 million.

121

Table of Contents

The Company accounts for its indirect  50 % interest in TZRC using the equity method of accounting. For the twelve months ended December 31, 2025 and 2024, and six months ended December 31, 2023, the Company recorded its ownership percentage of income of TZRC within Equity in earnings of unconsolidated joint venture in the Company’s Consolidated Statements of Operations and Comprehensive (Loss) Income for $ 1.8 million, $ 3.4 million, and $ 5.3 million of net income, respectively. The carrying value of the Company’s investment in TZRC was $ 45.2 million and $ 82.0 million as of December 31, 2025 and 2024, respectively, and is included in the Company’s Consolidated Balance Sheets.
​
Note 12. Intangible assets, net
​
The following table presents the Company’s intangible assets as of December 31, 2025:
​
​

​

​

​

​

​

​

​

​

​

​

​

​

​
​
​
​
​
​
​
​
Foreign currency
​
​
​

​
 
Gross
 
Accumulated
 
translation
 
Net book

(in USD thousands)
  ​ ​ ​
book value
  ​ ​ ​
amortization
  ​ ​ ​
adjustments
  ​ ​ ​
value

Customer relationships
 
$
1,694
 
$
( 578 )
 
$
( 21 )
 
$
1,095

Favorable contract
​
​
10,309
​
​
( 5,278 )
​
​
( 138 )
​
​
4,893

Property management agreement
​
​
5,900
​
​
( 1,932 )
​
​
—
​
​
3,968

Other intangible assets
​
​
285
​
​
( 111 )
​
​
—
​
​
174

Finite-lived intangible assets
​
$
18,188
​
$
( 7,899 )
​
$
( 159 )
​
$
10,130

Other indefinite lived tangible assets
​
​
1,011
​
​
—
​
​
—
​
​
1,011

Total intangible assets
​
$
19,199
​
$
( 7,899 )
​
$
( 159 )
​
$
11,141

​
The following table presents the Company’s intangible assets as of December 31, 2024:
​
​

​

​

​

​

​

​

​

​

​

​

​

​

​
​
​
​
​
​
​
​
Foreign currency
​
​
​

​
 
Gross
 
Accumulated
​
translation
​
Net book

(in USD thousands)
  ​ ​ ​
book value
  ​ ​ ​
amortization
  ​ ​ ​
adjustments
  ​ ​ ​
value

Customer relationships
​
$
1,694
​
$
( 303 )
​
$
( 80 )
​
$
1,311

Favorable Contract
​
​
10,309
​
​
( 2,772 )
​
​
( 436 )
​
​
7,101

Property management agreement
​
​
5,900
​
​
( 1,305 )
​
​
—
​
​
4,595

Other intangible assets
​
​
282
​
​
( 15 )
​
​
( 1 )
​
​
266

Finite-lived intangible assets
​
$
18,185
​
$
( 4,395 )
​
$
( 517 )
​
$
13,273

​
During the twelve months ended December 31, 2025 and 2024, and six months ended December 31, 2023, amortization expense related to finite-lived intangible assets was approximately $ 3.0 million, $ 3.0 million, and $ 0.6 million, respectively.
​
The following table presents the estimated future amortization of the intangible assets as of December 31, 2025:
​
​

​

​

​

(in USD thousands)
  ​ ​ ​
​

2026
  ​ ​ ​
$
3,503

2027
​
​
3,367

2028
​
​
901

2029
​
​
898

2030
​
​
627

Thereafter
​
​
834

Total
​
$
10,130

​
The Company did no t identify any impairment of its intangible assets during the twelve months ended December 31, 2025 and 2024, and six months ended December 31, 2023.
​

122

Table of Contents

Note 13. Goodwill
​
Changes in the carrying amount of goodwill were as follows:
​
​

​

​

​

​

​

​

​
 
December 31,

(in USD thousands)
  ​ ​ ​
2025
  ​ ​ ​
2024

Balance as of December 31, 2024
 
$
53,082
 
$
57,595

Acquisition – Business Combination
​
​
154,426
​
​
—

Foreign currency translation adjustments
​
​
2,579
​
​
( 4,513 )

Balance as of December 31, 2025
​
$
210,087
​
$
53,082

​
The Company’s goodwill is fully attributable to its ASIC compute reporting unit, which is an operating segment of the Compute reportable segment. See Note 4. Acquisitions for goodwill recognized during the twelve months ended December 31, 2025.
​
In accordance with ASC Topic 350, Intangibles – Goodwill and Other, the Company performed an annual qualitative impairment test for its goodwill and concluded that it was more likely than not that goodwill is not impaired for the twelve months ended December 31, 2025.  For the twelve months ended December 31, 2024, the Company elected to bypass the annual qualitative impairment test for its goodwill and proceeded to perform a quantitative impairment test, which considered both the income and market approach to estimate the fair value of the ASIC compute reporting unit.  The market approach included comparable multiples from publicly traded companies in the Company’s industry, and the income approach included future estimated cash flows that were discounted to their present value to estimate the fair value of the reporting unit. The estimated fair value exceeded the carrying amount of the ASIC compute reporting unit, and no goodwill impairment was necessary. The annual qualitative impairment test for the six months ended December 31, 2023 resulted in no impairment of goodwill.
​
​
Note 14. Accounts payable and accrued expenses
The components of accounts payable and accrued expenses are as follows:
​
​

​

​

​

​

​

​

(in USD thousands)
  ​ ​ ​
December 31, 2025
  ​ ​ ​
December 31, 2024

Accounts payable
​
$
15,756
​
$
11,290

Accrued transaction costs
​
 
117
​
 
—

Accrued state sales taxes
​
 
9,753
​
 
10,554

Accrued compensation costs
​
​
8,341
​
​
7,438

Accrued severance costs
​
​
—
​
​
276

Accrued professional fees
​
​
2,426
​
​
1,954

Accrued electricity costs
​
​
3,000
​
​
6,520

Other accruals
​
 
5,126
​
 
3,754

Total accounts payable and accrued expenses
​
$
44,519
​
$
41,786

​
As described in Note 8. Digital assets , the Company recorded a corresponding financial liability to settle the Bitmain Purchase Agreement.
​
​

123

Table of Contents

Note 15. Loans and notes payable
Details of the Company’s loans and notes payable are as follows:
​
​

​

​

​

​

​

​

​

​

​

​

(in USD thousands)
  ​ ​ ​
​
  ​ ​ ​
​
  ​ ​ ​
December 31,
​
December 31,

Issuance Date
  ​ ​ ​
Maturity Date
  ​ ​ ​
Interest Rate
  ​ ​ ​
2025
  ​ ​ ​
2024

TZRC Secured Promissory Note
​
​
​
​
​
  ​
​
​
  ​
​

December 6, 2022
​
April 8, 2027
 
15.25
%  
$
49,589
​
$
84,211

​
​
​
​
​
​
​
​
​
​
​

Coinbase Credit Facility
​
​
 
​
​
 
​
​
 
​

June 26, 2023
​
June 16, 2026
 
9.00 (1)
%
 
200,000
​
 
65,000

​
​
​
​
​
​
​
​
​
​
​

Coatue Note (convertible note)
​
​
​
​
​
​
​
​
​
​

June 28, 2024
​
June 28, 2029
​
8.00
%  
​
159,285
​
​
153,100

​
​
​
​
​
​
​
​
​
​
​

Two Prime Credit Facility
​
​
​
​
​
​
​
​
​
​

August 25, 2025
​
(2)
​
7.99
%  
​
—
​
​
—

​
​
​
​
​
​
​
​
​
​
​

Other financial liability
​
(3)
​
(3)
​
​
2,544
​
​
—

​
​
​
​
​
​
​
​
​
​
​

Total principal balance
​
​
​
​
​
​
411,418
​
​
302,311

Less: unamortized discount and deferred financing costs
​
​
​
​
​
​
( 1,257 )
​
​
( 1,726 )

Total carrying amount
​
​
​
​
​
$
410,161
​
$
300,585

Less: current portion
​
​
​
​
​
​
199,926
​
​
64,965

Long-term portion
​
​
​
​
​
$
210,235
​
$
235,620

(1) The interest rate as of December 31, 2024 for the Coinbase credit facility was 10.50 % .
(2) See Two Prime Credit Facility below for additional information.
(3) See Other financial liability below for additional information.

The following table outlines maturities of our long-term debt, including the current portion, as of December 31, 2025:
​
​

​

​

​

(in USD thousands)
  ​ ​ ​
​

Year ending December 31,
​
​
​

2026
​
$
200,000

2027
​
 
49,589

2028
​
 
—

2029
​
​
159,285

2030
​
​
—

Thereafter
​
 
—

Total
​
$
408,874

​
During the twelve months ended December 31, 2025 and 2024, and six months ended December 31, 2023, total principal payments of the Company’s debt, exclusive of debt extinguishment, were $ 45.6 million, $ 34.0 million and $ 24.7 million, respectively.
During the twelve months ended December 31, 2025 and 2024, and six months ended December 31, 2023, the Company recorded amortization of debt issuance costs, included in interest expense, of $ 0.5 million, $ 4.2 million, and $ 3.6 million, respectively.
During the twelve months ended December 31, 2025 and 2024, and six months ended December 31, 2023, interest expense was $ 32.8 million, $ 29.5 million, and $ 11.7 million, respectively.
The Company accounts for all of its loans and notes payable in accordance with FASB ASC Topic 470-20,  Debt with Conversion and Other Options (“ASC 470”), ASC 815, and ASC 480. The Company evaluated all of its loans and notes payable to determine if there were any embedded components that qualified as derivatives to be separately accounted for.

124

Table of Contents

TZRC Secured Promissory Note
The Company assumed the TZRC Secured Promissory Note with an estimated fair value amount as of the date of investment of approximately $ 95.1 million as part of the consideration paid to acquire an equity membership interest in TZRC. The estimated fair value represents a discount of approximately $ 1.7 million from the carryover basis of the TZRC Secured Promissory Note. The discount is being amortized over the term of the TZRC Secured Promissory Note into interest expense.
The stated interest on the TZRC Secured Promissory Note accrues at a rate per annum equal to the lesser of (a) a varying rate per annum equal to the sum of (i) the prime rate as published in The Wall Street Journal, plus (ii)  12.0 % per annum, (b)  15.25 % per annum and (c) the maximum rate of non-usurious interest permitted by law. The Company has the option to defer the interest until maturity of the note under a paid-in-kind (“PIK”) payment option. The Company elected to apply the PIK payment option. Accordingly, interest increases the principal amount of the TZRC Secured Promissory Note. PIK interest is payable upon maturity of the note in April 2027, unless or until any portion or all of the TZRC Secured Promissory Note is prepaid under the prepayment option discussed below. The Company is also subject to post-default interest of an additional 2 % upon occurrence of an event of default. The higher interest rate applies from the date of non-payment until such amount is paid in full. As of December 31, 2025 and 2024, the interest rate on the TZRC Secured Promissory Note was 15.25 %.
The Company has the option to prepay the TZRC Secured Promissory Note in whole or in part without premium or penalty. There are no required minimum monthly payments. When distributions are made from TZRC to the Company, the Company uses 100 % of those funds to immediately pay down the TZRC Secured Promissory Note. Any prepayment would be accompanied by all accrued and unpaid interest on the principal amount prepaid. The TZRC Secured Promissory Note is secured by a first priority security interest in the Company’s membership interest in TZRC. The Company is not a guarantor of the TZRC Secured Promissory Note, and there is no recourse to the Company.
The PIK interest for the twelve months ended December 31, 2025 was $ 11.0 million. As of December 31, 2025, approximately $ 49.6 million in principal and PIK interest, exclusive of a $ 0.5 million discount, was outstanding under the TZRC Secured Promissory Note, with payment of principal and PIK interest due upon the first to occur of (a) the date that is five years from origination on April 8, 2022, (b) the date of any event of dissolution of TZRC, and (c) the date of the closing of certain events specified in TZRC’s governing documents.
Coinbase credit facility
The Company is party to a credit facility with Coinbase Credit, Inc. (“Coinbase”). The original credit facility was established on June 26, 2023 (the “Original Credit Facility”) and was amended and restated on each of January 12, 2024 and June 17, 2024. The Original Credit Facility provided for an interest rate of 5.0 % plus the greater of (i) the US Federal Funds Target Rate – Upper Bound and (ii)  3.25 %. The Original Credit Facility provided for up to $ 50.0 million in loans pursuant to drawdowns made available in three tranches: $ 15.0 million available from loan inception to 15 business days thereafter, $ 20.0 million available starting 30 calendar days after loan inception to 15 business days thereafter, and $ 15.0 million available the day after November 30, 2023 and 15 business days thereafter. On or prior to a drawdown, the Company was required to pledge, as collateral, Bitcoin with a custodian, Coinbase Custody Trust Company, LLC, to be held in a segregated custody account under the Company’s ownership, such that the loan-to-value (“LTV”) ratio of principal outstanding amount of the loan and the fair value of collateral is equal to or less than 60 %. If the value of the collateral under the credit facility decreased past a specified margin, the Company may have been required to post additional Bitcoin as collateral.

125

Table of Contents

On January 12, 2024, the Coinbase credit facility was amended and restated (the “First Amended and Restated Credit Agreement”) to, among other things, allow for a drawdown of a fourth tranche of $ 15.0 million, which the Company drew on January 12, 2024. Under the terms of the First Amended and Restated Credit Agreement, borrowed amounts bore interest at a rate equal to (a) the greater of (i) the US Federal Funds Target Rate – Upper Bound on the date of the applicable borrowing and (ii) 3.25 %, plus (b) 5.0 %. The First Amended and Restated Credit Agreement additionally established a right for Coinbase to deliver a partial prepayment notice to the Company if the price of Bitcoin on Coinbase’s digital currency exchange platform (the “Prevailing Market Value”) was less than the higher of (x) $ 25,000 and (y) 60 % of the Prevailing Market Value on the effective date of the First Amended and Restated Credit Agreement, requiring the Borrower to prepay $ 15.0 million in principal as well as any accrued and unpaid interest. The Company guaranteed certain of its obligations under the First Amended and Restated Credit Agreement.
On June 17, 2024, the Company entered into a second amended and restated credit agreement (the “Second Amended and Restated Credit Agreement”) with Coinbase. The Second Amended and Restated Credit Agreement extended the final maturity date to June 16, 2025, modified the LTV thresholds for a margin call, margin release or breach of the Second Amended and Restated Credit Agreement, and modified the interest rate to a rate equal to (a) the greater of (x) the federal funds rate on the date of the applicable borrowing and (y) 3.25 %, plus (b) 6.0 %. Under the terms of the Second Amended and Restated Credit Agreement, there was no guaranty by the Company of its obligations. The Second Amended and Restated Credit Agreement also removes the right for Coinbase to deliver a partial repayment notice to Company if the Prevailing Market Value was less than the higher of (x) $ 25,000 and (y) 60 % of the Prevailing Market Value on the effective date of the First Amended and Restated Credit Agreement.
On June 16, 2025, the Company entered into a third amended and restated credit agreement (the “Third Amended and Restated Credit Agreement”) with Coinbase. The Third Amended and Restated Credit Agreement amended and restated the Second Amended and Restated Credit Agreement to, among other things: (i) extend the final maturity date to June 16, 2026; (ii) increase the principal amount by up to $ 65.0 million of additional borrowings available through July 30, 2025, if any, resulting in a total principal amount of up to $ 130.0 million; (iii) modify the interest rate such that amounts that are borrowed will bear interest at a rate equal to 9.0 % ; and (iv) remove the right for Coinbase to receive an early termination fee for any repayment or prepayment by the Company prior to the final maturity date. The remaining material terms in the Third Amended and Restated Credit Agreement, including payment terms and acceleration provisions, remained in line with the terms included in the Second Amended and Restated Credit Agreement.
On August 1, 2025, the Company entered into Amendment No. 1 to the Third Amended and Restated Credit Agreement (the “Coinbase Amendment”). The Coinbase Amendment extends the Third Amended and Restated Credit Agreement to extend the availability period of additional principal borrowings from July 30, 2025 to through the final maturity date of June 16, 2026, provided that (i) five business days’ notice is given prior to borrowings and (ii) starting on September 30, 2025, any undrawn portion under the agreement is subject to a commitment fee of 1.5 % per annum. All other material terms, including payment terms and acceleration provisions, remained unchanged from the Third Amended and Restated Credit Agreement. In August 2025, the Company drew on the remaining $ 65.0 million.
On December 22, 2025, the Company entered into a fourth amended and restated credit agreement (the “Fourth Amended and Restated Credit Agreement”) with Coinbase. The Fourth Amended and Restated Credit Agreement amended and restated the Third Amended and Restated Credit Agreement , as further amended by the Coinbase Amendment, primarily to increase the principal amount by up to $ 70,000,000 of additional borrowings, if any, resulting in a total principal amount of up to $ 200,000,000 . The remaining material terms in the Fourth Amended and Restated Credit Agreement, including the interest rate, maturity date, payment terms, and acceleration provisions, remained in line with the terms included in the Third Amended and Restated Credit Agreement, as amended by the Coinbase Amendment. The Company drew on the additional funds, in full, on December 22, 2025.
The Company’s obligations under the Fourth Amended and Restated Credit Agreement are secured by the Borrower’s interest in certain Bitcoin held in the custody of Coinbase Custody Trust Company, LLC (“Coinbase Custody”) and Coinbase’s recourse is limited to such Bitcoin held in the custody of Coinbase Custody. Coinbase Custody will not charge the Borrower any custodial fees for such Bitcoin collateral.

126

Table of Contents

As of December 31, 2025, the Company has $ 200.0 million outstanding with Coinbase under the Fourth Amended and Restated Credit Agreement, exclusive of deferred financing costs of $ 0.1 million.
Coatue Note (convertible note)
On June 21, 2024, the Company entered into a Convertible Note Purchase Agreement (the “Purchase Agreement”) with Coatue Tactical Solutions Lending Holdings AIV 3 LP (the “Coatue Fund”), and a subsidiary of the Company (the “Guarantor”) providing for the purchase and sale of a convertible note (the “convertible note”) in the principal amount of $ 150.0 million (such amount, together with any PIK interest accrued from time to time, the “Accreted Principal Amount”). The convertible note is a senior unsecured obligation of the Company and guaranteed by the Guarantor pursuant to a Guaranty Agreement. On June 28, 2024, the Company issued the convertible note to the Coatue Fund.
The convertible note bears interest at a rate of 8.00 % per year, payable quarterly in arrears on each March 31, June 30, September 30, and December 31, commencing September 30, 2024. Interest may be PIK or paid in cash, at the Company’s option. The convertible note will has an initial term of five years and may be extended, at the Company’s option, for up to three additional one-year terms. At maturity, the Company will pay the Coatue Fund the Accreted Principal Amount, together with any accrued and unpaid interest thereon.
During the term of the convertible note, the convertible note is convertible from time to time, in whole or in part, into shares of the Company’s common stock at the option of the Coatue Fund. The initial conversion price of the convertible note is $ 16.395 per share of common stock, subject to certain anti-dilution adjustments.
The Coatue Fund will have the right to require the Company to repurchase all, but not less than all, of the convertible note upon a change of control or a delisting on a U.S. stock exchange. If the implied valuation of such event is at least $ 11.50 per share of the Company’s common stock, the mandatory redemption price will be 150 % of the original principal amount of the convertible note (“Contingent Repurchase Right”), and if the implied valuation of such event is less than $ 11.50 per share of the Company’s common stock, the redemption price will be equal to the Accreted Principal Amount, together with any accrued and unpaid interest as of the redemption date.
Beginning on the two-year anniversary of the convertible note’s issuance and continuing until its maturity, the Company has the right, from time to time, to redeem all or any portion of the convertible note for a redemption price equal to 100 % of the Accreted Principal Amount, together with any accrued and unpaid interest as of the redemption date if (i) the closing price of the Company’s common stock equals or exceeds 150 % of the then-applicable conversion price for a specified period of time and (ii) there is an effective registration statement covering the resale of any shares of the Company’s common stock issued upon conversion of the convertible note or, in the alternative, the shares of the Company’s common stock issuable pursuant to the convertible note to the extent the Coatue Fund converts at the time would be freely tradable by the Coatue Fund pursuant to Rule 144 under the U.S. Securities Act of 1933, as amended (including without any restriction on volume), subject to a daily redemption limitation such that the number of shares of the Company’s common stock into which the Accreted Principal Amount to be redeemed would be converted does not exceed, after giving effect to such conversion, 100 % of the average daily trading volume of the Company’s common stock calculated over a specified period of time.  
The Purchase Agreement includes certain representations, warranties, and covenants, including limitations on the ability of the Company and the Guarantor to incur indebtedness, make certain restricted payments and investments, and enter into affiliate transactions, subject to certain exceptions enumerated in the Purchase Agreement. The Company may consummate a transaction restricted by the foregoing covenants without the Coatue Fund’s consent, so long as it substantially concurrently and as a condition thereto repurchases the convertible note in full from the Coatue Fund for an amount in cash equal to the greater of (i) 120 % of the original principal amount of the convertible note and (ii) the Accreted Principal Amount, plus accrued and unpaid interest to the date of such repurchase. The Purchase Agreement also sets forth certain standard events of default upon which the convertible note may be declared immediately due and payable.

127

Table of Contents

As mentioned in Note 2. Basis of presentation, summary of significant accounting policies and recent accounting pronouncements – Convertible instruments and Derivatives , the Company has identified embedded derivatives and separated an embedded derivative, the Contingent Repurchase Right, from the convertible note. The remaining debt host contract is discounted by the initial fair value of the separated embedded derivative from convertible note of nil and is offset by issuance costs. The debt host contract of the convertible note is subsequently measured at amortized cost, and the debt discount and issuance costs are amortized to interest expense over the expected term of the host contract using the effective interest method. The convertible note has an effective interest rate of 8.24 % and its contractual interest expense was $ 12.6 million for the twelve months ended December 31, 2025. The amortization of debt discount and issuance costs for the twelve months ended December 31, 2025 was $ 0.1 million. As of December 31, 2025, the convertible note had an outstanding principal amount of $ 159.3 million inclusive of PIK interest accrued, unamortized debt discount and issuance costs of $ 0.7 million, net carrying amount of $ 158.6 million, and fair value of $ 459.1 million. The fair value of the convertible note is estimated using the same method and inputs as the separated embedded derivative from convertible note as disclosed in Note 16. Derivatives . The Company determined that the convertible note is a Level 3 liability given an unobservable input is included in its valuation. The separated embedded derivative from convertible note was initially recorded at nil. See Note 16. Derivatives for a discussion of the separated embedded derivative from convertible note.
Two Prime Credit Facility
On August 25, 2025, the Company entered into a credit agreement (the “Two Prime Credit Agreement”) with Two Prime Lending Limited (“Two Prime”).
The Two Prime Credit Agreement provides for a revolving credit facility of up to $ 200.0 million. Amounts borrowed under the Two Prime Credit Agreement will bear interest at a rate equal to 7.99 % per annum. The facility will mature 364 days after the date of the first borrowing. The Company may prepay any outstanding amounts borrowed, in whole or in part, without premium or penalty, at any time prior to the maturity date. Amounts prepaid may be reborrowed, in whole or in part, at any time prior to the maturity date.
As of December 31, 2025, the Company had no amounts outstanding under the Two Prime Credit Agreement.
Other financial liability
​
In February 2025, a consolidated subsidiary of the Company entered into a simple agreement for future equity (“SAFE agreement”) for a purchase amount of $ 3.5 million with a related party entity controlled by a person related to a member of the issuing subsidiary’s management. Pursuant to the terms of the SAFE agreement, on the closing of equity financing while the SAFE agreement is outstanding, the SAFE agreement will automatically convert into the number of shares of preferred stock of the subsidiary equal to the purchase amount divided by the lowest price per share of the Standard Preferred Stock (as defined in the SAFE agreement). The SAFE agreement was classified as a liability pursuant to ASC 480. The SAFE agreement is subject to revaluation at the end of each reporting period, with changes in its fair value recognized in the Consolidated Statements of Operations and Comprehensive (Loss) Income.
As of December 31, 2025, solely for the purposes of estimating the fair value of the SAFE agreement, the Company estimated an equity conversion probability of 70 % within 12 months and a SAFE agreement liquidity event probability of 30 % within 30 months . The Company also included the following inputs in estimating the fair value of the SAFE agreement using the PWERM:
​
​

​

​

​

​
  ​ ​ ​
December 31, 2025

Risk-free interest rate
​
3.50
%

Credit spread
​
22.10
%

​

128

Table of Contents

The following table provides a summary of activity and change in fair value of the SAFE agreement (Level 3 liability):
​
​

​

​

​

​

​
​
Twelve Months Ended
​

(in USD thousands)
  ​ ​ ​
December 31, 2025
  ​ ​ ​

Balance, beginning of period
​
$
—
​

Additions
​
​
3,500
​

Change in fair value
​
​
( 956 )
​

Balance, end of period
​
$
2,544
​

​
Note 16. Derivatives
The following table presents the Company’s Consolidated Balance Sheets classification of derivatives carried at fair value:
​
​

​

​

​

​

​

​

​

​

​

​

​

​

​

(in USD thousands)
​
​
December 31, 2025
​
December 31, 2024

Derivative
Balance Sheet Line
  ​ ​ ​
Asset
  ​ ​ ​
Liability
  ​ ​ ​
Asset
  ​ ​ ​
Liability

Derivatives not designated as hedging instruments:
​
​
​
​
​
​
​
​
​
​
​
​
​

Bitcoin redemption options
Derivative assets
​
$
117,402
​
$
—
​
$
18,076
​
$
—

Covered call options
Derivative liability
​
​
—
​
​
—
​
​
—
​
​
18,437

Warrant liability
Warrant liability
​
​
—
​
​
146
​
​
—
​
​
—

Total derivatives
​
​
$
117,402
​
$
146
​
$
18,076
​
$
18,437

​
The following table presents the effect of derivatives on the Company’s Consolidated Statements of Operations and Comprehensive (Loss) Income:
​
​

​

​

​

​

​

​

​

​

​

​

(in USD thousands)
​
​
Twelve Months Ended
​
Six Months Ended

Derivative
Statement of Operations Line
  ​ ​ ​
December 31, 2025
  ​ ​ ​
December 31, 2024
  ​ ​ ​
December 31, 2023

Derivatives not designated as hedging instruments:
​
​
​
​
​
​
​
​
​
​

Bitcoin redemption options
Gain on derivatives
​
$
33,604
​
$
2,980
​
$
—

Covered call options
Gain on derivatives
​
​
27,946
​
​
3,800
​
​
—

Warrant liability
Gain on warrant liability
​
​
384
​
​
—
​
​
—

Total derivatives
​
​
$
61,934
​
$
6,780
​
$
—