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What changed in Hut 8 Corp.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Hut 8 Corp.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+663 added−611 removedSource: 10-K (2026-02-25) vs 10-K (2025-03-03)

Top changes in Hut 8 Corp.'s 2025 10-K

663 paragraphs added · 611 removed · 370 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

45 edited+67 added−47 removed9 unchanged
Biggest changeAt this stage, we assess potential by engaging with utilities, landowners, and other stakeholders to evaluate critical factors, including power availability, zoning and permitting, electrical infrastructure, and commercial viability. ​ 2,000+ MW ​ 3,500+ MW ​ ~9,500 MW Exclusivity Sites where we have secured a clear path to ownership through either: (i) an exclusivity agreement that prevents the sale of designated land and power capacity to another party or (ii) a tendered interconnection agreement, confirming a viable path to securing power and infrastructure for deployment. ​ 1,000+ MW ​ 1,500+ MW ​ ~2,800 MW Total All sites under diligence or exclusivity ​ 3,000+ MW ​ 5,000+ MW ​ ~12,300 MW ​ A power-first, innovation-driven approach differentiates us from traditional data center operators, who have historically treated power acquisition as an afterthought in the digital infrastructure development process (see Exhibit 3).
Biggest changeAt this stage, we assess site potential by engaging with utilities, landowners, and other stakeholders to evaluate critical factors, including power availability, infrastructure readiness, fiber connectivity, and overall commercial viability. ​ 8,190 MW ​ 7,650 MW ​ 5,865 MW ​ 5,185 MW Energy Capacity Under Exclusivity Sites where we have secured a clear path to ownership through either: (i) an exclusivity agreement that prevents the sale of designated land and power capacity to another party or (ii) a tendered interconnection agreement, confirming a viable path to securing power and infrastructure for deployment. ​ 2,613 MW ​ 3,113 MW ​ 1,255 MW ​ 1,755 MW Energy Capacity Under Development Sites where we are actively investing in development and commercialization by executing definitive land and/or power agreements, advancing site design and infrastructure buildout, and engaging with prospective customers. ​ — ​ — ​ 1,530 MW ​ 1,230 MW Energy Capacity Under Construction Sites where we have executed a definitive offtake agreement and commenced construction activities. ​ 205 MW ​ — ​ — ​ 330 MW Total All sites under diligence, exclusivity, development, and construction ​ 11,008 MW ​ 10,763 MW ​ 8,650 MW ​ 8,500 MW ​ Our Investment Approach ​ We invest in power, digital infrastructure, and compute assets that we believe will generate strong risk-adjusted returns, strengthen our competitive position, and drive long-term shareholder value creation.
Our investment approach is defined by rigorous underwriting, disciplined capital allocation, and active portfolio management. As we expand and diversify our business, we expect that more predictable and financeable, lower-cost-of-capital segments will form a larger share of our revenue mix. ​ Underwriting and Diligence.
Our investment approach is defined by rigorous underwriting, disciplined capital allocation, and active portfolio management. As we expand and diversify our business, we expect that more predictable and financeable, lower-cost-of-capital segments will form a larger share of our revenue mix.
For additional discussion regarding the potential risks existing and future regulations pose to our business, see “Risk Factors.” ​ Additional Information ​ Our principal executive offices are located at 1101 Brickell Avenue, Suite 1500, Miami, FL 33131.
For additional discussion regarding the potential risks existing and future regulations pose to our business, see “Risk Factors.” ​ Additional Information ​ Our principal executive offices are located at 1101 Brickell Avenue, Suite N-1500, Miami, FL 33131.
The information contained on our website is not included in, nor incorporated by reference into, this Annual Report. Reports filed with the SEC also may be viewed at www.sec.gov. ​ 16 Table of Contents
The information contained on our website is not included in, nor incorporated by reference into, this Annual Report. Reports filed with the SEC also may be viewed at sec.gov. ​ 16 Table of Contents
We were incorporated in the State of Delaware on January 27, 2023 for the purposes of effecting the Business Combination. ​ Our website address is www.hut8.com and our investor relations website is located at www.hut8.com/investors.
We were incorporated in the State of Delaware on January 27, 2023 for the purposes of effecting the Business Combination. ​ Our website address is hut8.com and our investor relations website is located at hut8.com/investors.
We compete with digital infrastructure developers and large-scale Bitcoin miners for access to powered land and key inputs for facility development, such as building materials, data center equipment, and skilled labor. Additionally, we compete with cloud services providers and digital infrastructure developers for customers and specialized hardware. Within Bitcoin Mining, we participate in mining pools that compete for block rewards.
We compete with digital infrastructure developers and large-scale Bitcoin miners for access to powered land and key inputs for facility development, such as building materials, data center equipment, and skilled labor. Additionally, we compete with cloud services providers and digital infrastructure developers for customers and specialized hardware. Within ASIC Compute, we participate in mining pools that compete for block rewards.
We also maintain active engagement with governing bodies and grid operators to navigate regulatory complexities and to ensure the long-term reliability of our power assets and the grid. ​ Our Capital Strategy ​ Our capital strategy centers on two objectives: securing the lowest possible cost of capital and minimizing enterprise risk.
We also maintain active engagement with governing bodies and grid operators to navigate regulatory complexities and to support the long-term reliability of our power assets and the grid. ​ Our Capital Strategy Our capital strategy centers on two objectives: securing the lowest possible cost of capital and minimizing enterprise risk.
(“BITMAIN”), the world’s leading manufacturer of digital currency mining servers, to develop and launch the U3S21EXPH ASIC miner, an integral input in the design and commercialization of a new Bitcoin mining data center form factor.
(“BITMAIN”), the world’s leading manufacturer of digital currency mining servers, to develop and launch the U3S21EXPH ASIC miner, an integral input in the design and commercialization of a new ASIC compute data center form factor.
While the site was potentially attractive for an HPC data center, a contractual requirement to begin consuming power by Q2 2025 would have created an unrealistic timeline for an HPC data center project.
While the site was potentially attractive for an AI or HPC data center, a contractual requirement to begin consuming power by Q2 2025 would have created an unrealistic timeline for an AI or HPC data center project.
Historically, data centers designed for Bitcoin mining relied on shelf-based deployments and forced-air cooling, making them suitable for ASIC compute but incompatible with workloads like GPU compute, which rely on rack-based deployments and, increasingly, liquid cooling. This architecture constrained infrastructure flexibility, limited potential applications, and left significant efficiency gains untapped. With our Vega project, we are disrupting this paradigm.
Historically, data centers designed for ASIC compute relied on shelf-based deployments and forced-air cooling, making them suitable for ASIC compute but incompatible with workloads like HPC, which rely on rack-based deployments and, increasingly, liquid cooling. This architecture constrained infrastructure flexibility, limited potential applications, and left significant efficiency gains untapped. With our Vega project, we are disrupting this paradigm.
The U3S21EXPH will be the first ASIC miner mass-commercialized by BITMAIN to feature direct liquid-to-chip cooling in a U form factor, allowing for high-density deployments of ASIC compute in the rack-based architecture we developed for Vega. ​ 11 Table of Contents Case study: Energizing a greenfield Bitcoin mining data center with custom containers in 78 days ​ ​ ​ In Q1 2022, after acquiring 60 acres of land in West Texas, USBTC designed, developed, and energized Bravo, a 42 MW Bitcoin mining data center, in just 78 days at an all-in cost of approximately $350,000 per MW.
The U3S21EXPH was the first ASIC miner mass-commercialized by BITMAIN to feature direct liquid-to-chip cooling in a U form factor, allowing for high-density deployments of ASIC compute in the rack-based architecture we developed for Vega. ​ 13 Table of Contents Case study: Energizing a greenfield ASIC compute data center with custom containers in 78 days ​ ​ In Q1 2022, after acquiring 60 acres of land in West Texas, USBTC designed, developed, and energized Bravo, a 42 MW ASIC compute data center, in just 78 days at an all-in cost of approximately $350,000 per MW.
Inspired by traditional data center architecture but optimized for the economics and deployment speed of our agile Bitcoin mining infrastructure developments, this design will enable Vega to support rack-based deployments of ASIC compute at densities of 180 kilowatts per rack, surpassing even the 120-kilowatt density required by NVIDIA’s latest Blackwell GPUs.
Inspired by traditional data center architecture but optimized for the economics and deployment speed of our agile ASIC compute infrastructure developments, this design enables Vega to support rack-based deployments of ASIC compute at densities of 180 kilowatts per rack, surpassing even the 120-kilowatt density required by NVIDIA’s latest Blackwell GPUs.
For example, HPC workloads require high-density infrastructure with capacity demands multiples greater than many legacy data centers can provide, while Bitcoin mining remains a competitive market that requires operational efficiency and low-cost energy at scale.
For example, HPC workloads require high-density infrastructure with capacity demands multiples greater than many legacy data centers can provide, while ASIC compute remains a competitive market that requires operational efficiency and low-cost energy at scale.
Patent and Trademark Office. In addition, we have developed and may further develop specific proprietary hardware, software applications, or other intellectual property, and may choose to seek patents or other protections in the future. ​ Regulatory Landscape ​ The laws and regulations applicable to our offerings are evolving and subject to interpretation and change.
We have developed and may further develop specific proprietary hardware, software applications, or other intellectual property, and may choose to seek patents or other protections in the future. ​ 15 Table of Contents Regulatory Landscape ​ The laws and regulations applicable to our offerings are evolving and subject to interpretation and change.
We had 222 full-time employees in the United States and Canada as of December 31, 2024.
We had 248 full-time employees in the United States and Canada as of December 31, 2025.
Item 1. Business Hut 8: Where Power Unlocks Potential Hut 8 is an energy infrastructure platform that integrates power, digital infrastructure, and compute at scale to fuel next-generation, energy-intensive use cases such as Bitcoin mining and high-performance computing (“HPC”).
Item 1. Business Hut 8: Where Power Unlocks Potential Hut 8 is an energy infrastructure platform that integrates power, digital infrastructure, and compute at scale to fuel next-generation, energy-intensive use cases.
We also hire part-time employees, temporary employees, or consultants as necessary, and we consider our relations with our employees to be good. ​ Competition ​ Driven by the proliferation of energy-intensive applications such as Bitcoin mining and HPC, demand for energy capacity continues to outpace supply.
We also hire part-time employees, temporary employees, or consultants as necessary, and we consider our relations with our employees to be good. 14 Table of Contents ​ Competition ​ Driven by the proliferation of next-generation, energy-intensive technologies such as ASIC compute and HPC, demand for energy capacity continues to outpace supply.
As of December 31, 2024, our Power layer comprised 1,020 megawatts (“MW”) of energy capacity under management across 15 sites in the United States and Canada, which consists of energy assets that we own, lease, or manage for third parties.
As of December 31, 2025, our Power layer comprised 1,020 megawatts (“MW”) of energy capacity under management across 15 sites in the United States and Canada, spanning energy assets we own, lease, or operate on behalf of third parties.
To support this, we employ tools such as at-the-market (“ATM”) and share buyback programs, which we view as strategic levers to optimize stockholder value and enhance our ability to navigate market volatility. These tools enable us to fund growth initiatives and navigate the markets in which we operate.
To support our disciplined approach, we employ tools such as at-the-market (“ATM”) offering programs and Bitcoin-backed credit facilities, which we view as strategic levers to optimize shareholder value, and enhance our ability to navigate market volatility. These tools enable us to fund growth initiatives and navigate the markets in which we operate.
We intend to adhere to the terms of any license agreements that may be in place for these works. ​ We rely upon intellectual property protections, including trade secrets, trademarks, and copyright, and license the use of intellectual property rights owned and controlled by others. We have submitted one non-provisional patent, which is currently under review by the U.S.
We intend to adhere to the terms of any license agreements that may be in place for these works. ​ We rely upon intellectual property protections, including trade secrets, trademarks, and copyright, and license the use of intellectual property rights owned and controlled by others.
See “Risk Factors—Risks Related to Our Business and Operations—We may not be able to compete effectively against our current and future competitors.” ​ Nonetheless, we believe we have established a defensible competitive advantage through our power-first, innovation-driven strategy, which is underpinned by a power-native team with deep access to power markets, an application-agnostic framework for digital infrastructure design, end-to-end greenfield development capabilities, and our ability to use Bitcoin mining infrastructure development to rapidly and cost-effectively secure and monetize power. ​ Customers and Partners ​ We provide cloud and colocation services to customers across technology, financial services, government, media, and other industries.
See “Risk Factors—Risks Related to Our Business and Operations—We may not be able to compete effectively against our current and future competitors.” ​ Nonetheless, we believe we have established a defensible competitive advantage through our power-first, innovation-driven strategy, which is underpinned by a power-native team with a deep understanding of power markets, an application-agnostic framework for digital infrastructure design, end-to-end greenfield development capabilities, and our ability to use ASIC compute infrastructure development to rapidly and cost-effectively secure and monetize power. ​ Customers and Partners ​ Through our Digital Infrastructure layer, we aim to support energy-intensive workloads such as AI and ASIC compute for third-party customers.
We take a power-first, innovation-driven approach to developing, commercializing, and operating the critical infrastructure that underpins the breakthrough technologies of today and tomorrow. ​ Our Platform Our platform comprises three layers: Power, Digital Infrastructure, and Compute. Together, these layers form the engine for energy-intensive technologies like Bitcoin mining and HPC (see Exhibit 1).
We take a power-first, innovation-driven approach to developing, commercializing, and operating the critical infrastructure that underpins the breakthrough technologies of today and tomorrow. ​ Our Platform Our platform consists of three layers: Power, Digital Infrastructure, and Compute. Together, these layers form a vertically integrated foundation for next-generation, energy-intensive technology applications.
This team uses thorough profitability modeling to guide curtailment decisions, optimize energy consumption, and improve returns within our Compute layer. ​ Exhibit 6: Our proprietary software suite ​ ​ ​ ​ ​ ​ Application ​ Description ​ Key Functions Operator ​ A front-end platform designed to optimize on-the-ground operations ​ - Delivers real-time operational visibility for onsite personnel - Supports inventory, asset, and work-order management - Streamlines daily task coordination and issue resolution Overwatch ​ A back-end system designed to ensure data integrity and actionable intelligence ​ - Centralizes collection and analytics of all data displayed in Operator - Ensures data integrity and system observability - Provides actionable insights for performance optimization Reactor ​ An infrastructure control solution designed to optimize energy consumption ​ - Automates curtailment control and demand response - Enables dynamic energy management and resource allocation - Integrates profitability modeling for optimized consumption decisions ​ Case study: How Reactor optimizes energy consumption and drives Compute layer returns ​ ​ ​ As mining economics continue to evolve, our objective is to optimize profitability and returns rather than less meaningful headline metrics like hashrate and fleet efficiency.
This dedicated team develops server-level decision-making algorithms and profitability models that guide curtailment decisions, optimize energy consumption, and improve returns. ​ Exhibit 6: Our proprietary software suite ​ ​ ​ ​ ​ ​ Application ​ Description ​ Key Functions Operator ​ A front-end platform designed to optimize on-the-ground operations ​ – Delivers real-time operational visibility for onsite personnel – Supports inventory, asset, and work-order management – Streamlines daily task coordination and issue resolution Overwatch ​ A back-end system designed to ensure data integrity and actionable intelligence ​ – Centralizes collection and analytics of all data displayed in Operator – Ensures data integrity and system observability – Provides actionable insights for performance optimization Reactor ​ An infrastructure control solution designed to optimize energy consumption ​ – Automates curtailment control and demand response – Enables dynamic energy management and resource allocation – Integrates profitability modeling for optimized consumption decisions ​ ​ Our Team ​ We aim to attract top talent and provide an environment where our teams are inspired to do their best work.
Our Power and Digital Infrastructure assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Asset ​ Hut 8 Ownership (1) ​ Location ​ Power Source ​ Application ​ Total Capacity Vega ​ 100% ​ Texas Panhandle ​ Wind + ERCOT (2) grid ​ Bitcoin mining ​ 205 MW Medicine Hat ​ 100% ​ Medicine Hat, AB ​ CCGT (3) + AESO (4) grid ​ Bitcoin mining ​ 67 MW Salt Creek ​ 100% ​ Orla, TX ​ ERCOT (2) grid ​ Bitcoin mining ​ 63 MW Alpha ​ 100% ​ Niagara Falls, NY ​ NYISO (5) grid ​ Bitcoin mining ​ 50 MW Drumheller ​ 100% ​ Drumheller, AB ​ AESO (4) grid ​ Non-operational ​ 42 MW Kelowna ​ 100% ​ Kelowna, BC ​ Grid (utility tariff) ​ HPC ​ 1.1 MW Mississauga ​ 100% ​ Toronto, ON ​ Grid (utility tariff) ​ HPC ​ 0.9 MW Vaughan ​ 100% ​ Toronto, ON ​ Grid (utility tariff) ​ HPC ​ 0.6 MW Vancouver II ​ 100% ​ Vancouver, BC ​ Grid (utility tariff) ​ HPC ​ 0.5 MW Vancouver I ​ 100% ​ Vancouver, BC ​ Grid (utility tariff) ​ HPC ​ 0.3 MW King Mountain ​ 50.0% ​ McCamey, TX ​ Wind + ERCOT (2) grid ​ Bitcoin mining ​ 280 MW Iroquois Falls ​ 80.1% ​ Iroquois Falls, ON ​ CCGT (3) power plant ​ Power generation ​ 120 MW Kingston ​ 80.1% ​ Kingston, ON ​ CCGT (3) power plant ​ Power generation ​ 120 MW North Bay ​ 80.1% ​ North Bay, ON ​ CCGT (3) power plant ​ Power generation ​ 35 MW Kapuskasing ​ 80.1% ​ Kapuskasing, ON ​ CCGT (3) power plant ​ Power generation ​ 35 MW (1) Generally, percentage owned denotes our ownership of power infrastructure at owned or leased sites, whereas for HPC sites, percentage owned denotes our ownership of mechanical and electrical infrastructure at leased data center locations (2) Electric Reliability Council of Texas (“ERCOT”) (3) Combined cycle gas turbine (“CCGT”) (4) Alberta Electric System Operator (“AESO”) (5) New York Independent System Operator (“NYISO”) Developing data centers for Bitcoin mining ASIC compute is a cornerstone of our power-first strategy, allowing us to scale our Power layer aggressively while preserving the flexibility to potentially transition assets to other high-value use cases in the future.
Power and Digital Infrastructure assets under management as of December 31, 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Asset ​ Hut 8 Ownership (1) ​ Location ​ Power Source ​ Application ​ Total Capacity Vega ​ 100% ​ Texas Panhandle ​ Wind + ERCOT (2) grid ​ ASIC compute ​ 205 MW Medicine Hat ​ 100% ​ Medicine Hat, AB ​ CCGT (3) + AESO (4) grid ​ ASIC compute ​ 67 MW Salt Creek ​ 100% ​ Orla, TX ​ ERCOT (2) grid ​ ASIC compute ​ 63 MW Alpha ​ 100% ​ Niagara Falls, NY ​ NYISO (5) grid ​ ASIC compute ​ 50 MW Drumheller ​ 100% ​ Drumheller, AB ​ AESO (4) grid ​ Non-operational ​ 42 MW Kelowna ​ 100% ​ Kelowna, BC ​ Grid (utility tariff) ​ Cloud and colocation ​ 1.1 MW Mississauga ​ 100% ​ Toronto, ON ​ Grid (utility tariff) ​ Cloud and colocation ​ 0.9 MW Vaughan ​ 100% ​ Toronto, ON ​ Grid (utility tariff) ​ Cloud and colocation ​ 0.6 MW Vancouver II ​ 100% ​ Vancouver, BC ​ Grid (utility tariff) ​ Cloud and colocation ​ 0.5 MW Vancouver I ​ 100% ​ Vancouver, BC ​ Grid (utility tariff) ​ Cloud and colocation ​ 0.3 MW King Mountain ​ 50.0% ​ McCamey, TX ​ Wind + ERCOT (2) grid ​ ASIC compute ​ 280 MW Iroquois Falls (6) ​ 80.1% ​ Iroquois Falls, ON ​ CCGT (3) power plant ​ Power generation ​ 120 MW Kingston (6) ​ 80.1% ​ Kingston, ON ​ CCGT (3) power plant ​ Power generation ​ 120 MW North Bay (6) ​ 80.1% ​ North Bay, ON ​ CCGT (3) power plant ​ Power generation ​ 35 MW Kapuskasing (6) ​ 80.1% ​ Kapuskasing, ON ​ CCGT (3) power plant ​ Power generation ​ 35 MW Energy Capacity Under Management ​ ​ ​ ​ ​ 1,020 MW (1) Generally, percentage owned denotes our ownership of power infrastructure at owned or leased sites, whereas for cloud and colocation sites, percentage owned denotes our ownership of mechanical and electrical infrastructure at leased data center locations.
At the project level, we structure financing to align with the distinct objectives and needs of each opportunity we pursue. While traditional project financing has historically been unavailable for Bitcoin mining infrastructure development, we believe it is a viable option as we expand into HPC data center development. ​ Treasury Management.
At the project level, we structure financing to align with the distinct objectives and needs of each opportunity we pursue, including traditional project financing for HPC data center development. ​ Treasury Management.
Bravo established our internal benchmark for rapid, cost-effective infrastructure deployment, a standard we further advanced with our Salt Creek project, which we completed at an all-in cost of approximately $250,000 per MW. ​ ​ Our Technology-Driven Operating Philosophy ​ We have adopted a technology-driven operating philosophy, implementing scalable, data-driven processes that enhance the efficiency of our human capital, decrease operating expenses, and reduce the marginal costs of expanding our operations.
Bravo established our internal benchmark for rapid, cost-effective infrastructure deployment, a standard we further advanced with our Salt Creek project, which we completed at an all-in cost of approximately $250,000 per MW. ​ Our Technology-Driven Operating Philosophy ​ Building on our deep infrastructure expertise, we operate with a technology-driven philosophy focused on optimizing the drivers of scale and returns.
The second layer of our platform is Digital Infrastructure. We design, build, monetize, and operate purpose-built facilities for energy-intensive applications with the aim of maximizing long-term returns from our Power layer.
Of this capacity, approximately 310 MW is associated with the four power generation assets we divested in Q1 2026. ​ Digital Infrastructure. We design, build, commercialize, and operate purpose-built data center facilities for next-generation, energy-intensive technology applications with the aim of maximizing long-term returns from our Power layer.
Our approach includes targeted initiatives such as infrastructure upgrades, land expansion, and site-level use case transition. We leverage real-time energy market intelligence and analytics to optimize power costs, mitigate against volatility, and capitalize on arbitrage opportunities.
We leverage real-time energy market intelligence and analytics to optimize power costs, mitigate against volatility, and capitalize on arbitrage opportunities.
And, despite these innovations, we expect to build Vega for less than $400,000 per megawatt, a fraction of traditional data center costs, within nine months of breaking ground. ​ Case study: Developing and commercializing a next-generation ASIC miner ​ ​ ​ We partnered with BITMAIN Technologies Ltd.
And, despite these innovations, built Vega for an all-in cost of approximately $455,000 per megawatt, a fraction of traditional data center costs, and completed the initial energization of the site less than one year after acquiring it. ​ Case study: Developing and commercializing a next-generation ASIC miner We partnered with BITMAIN Technologies Ltd.
Power is the foundation of our platform. We acquire, develop, and manage critical energy assets such as interconnects, powered land, and other electrical infrastructure to address the load demands of energy-intensive applications such as Bitcoin mining and HPC.
We acquire, develop, and manage critical energy assets such as powered land, interconnects, substations, switchyards, and related electrical systems designed to address the load demands of next-generation, energy-intensive technology applications.
Our development pipeline ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of the end of Stage Description ​ Q2 2024 ​ Q3 2024 ​ Q4 2024 Diligence Sites identified for large-load use cases such as Bitcoin mining and HPC.
Our development pipeline ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of the end of Stage Description ​ Q1 2025 ​ Q2 2025 ​ Q3 2025 ​ Q4 2025 Energy Capacity Under Diligence Sites identified for large-load use cases such as AI, HPC, ASIC compute, industrial applications such as next generation manufacturing, and other energy-intensive technologies.
The potential application of these policies to Bitcoin mining continues to evolve. ​ Bitcoin and other digital assets are subject to anti-fraud regulations under federal and state commodity and/or securities laws, and digital asset derivative instruments are regulated by the CFTC and SEC.
Furthermore, Bitcoin and other digital assets are subject to anti-fraud regulations under federal and state commodity and/or securities laws, and digital asset derivative instruments are regulated by the CFTC and SEC. Certain jurisdictions have developed, or are developing, regulatory requirements specifically for digital assets and companies that transact in them.
Bipartisan leadership of the Senate Banking Committee announced that goal as well. The U.S. Treasury Department has also requested additional authorities to address such risks. ​ 15 Table of Contents We are unable to predict the impact that any new standards, legislation, laws, or regulations may have on our business at the time of filing this Annual Report.
We are unable to predict the impact that any new standards, legislation, laws, or regulations may have on our business at the time of filing this Annual Report.
Each opportunity is assessed for its potential to unlock platform synergies, drive scalable efficiencies, and reinforce our competitive position. ​ Portfolio Management. We take an active approach to portfolio management, driven by a dedicated portfolio management team that works cross-functionally to identify and address both asset-level and platform-wide value creation opportunities.
We take an active approach to portfolio management, driven by a dedicated portfolio management team that works cross-functionally to identify and address both asset-level and platform-wide value creation opportunities. Our approach includes targeted initiatives such as infrastructure upgrades, land expansion, and site-level use case transition.
To meet this deadline, we underwrote Vega as a Tier I data center for Bitcoin mining ASIC compute, enabling us to secure the site and begin development rapidly.
To meet this deadline, we underwrote Vega as a data center for ASIC compute, enabling us to secure the site and rapidly begin development. We completed the initial energization of the site in Q2 2025, less than a year after acquiring it, for an all-in development cost of approximately $455,000 per megawatt.
With a focus on innovation and value engineering, we aim to iterate on design and construction methodologies in real time to drive continued improvements in infrastructure flexibility, performance, capital efficiency, and returns. ​ Case study: How Bitcoin mining enables rapid, cost-efficient power acquisition ​ In early 2024, we began diligence on our Vega site in Texas, a large-scale, behind-the-meter asset with an existing substation and immediate access to some of the lowest locational wholesale power prices in North America.
These arrangements provide a flexible source of offtake that can increase certainty at the earliest stages of commercialization and can reduce execution risk as assets move from origination into development. ​ Case study: How ASIC compute enables rapid, cost-efficient power acquisition In early 2024, we began diligence on our Vega site in Texas, a large-scale, behind-the-meter asset with an existing substation and immediate access to some of the lowest locational wholesale power prices in North America.
While our primary focus remains on the three core layers of our platform, we may expand into complementary business lines that align with our strategic capabilities. Our Other reporting segment includes activities that fall outside the scope of our Power, Digital Infrastructure, and Compute layers. Revenue from this segment is currently generated through Equipment Sales and Repairs.
While our primary focus remains on the three core layers of our platform, we have previously, and may in the future, expand into complementary business lines we believe align with our strategic capabilities.
Our goal is to capitalize on these opportunities, sustain growth, and remain at the forefront of innovation well into the future. 10 Table of Contents Other. We continuously evaluate opportunities to leverage our expertise in power, digital infrastructure, and compute to enhance our risk-adjusted returns.
Our Other reporting segment includes activities that fall outside the scope of our Power, Digital Infrastructure, and Compute layers. We continuously evaluate opportunities to leverage our expertise in power, digital infrastructure, and compute to enhance our risk-adjusted returns.
Certain jurisdictions, including, among others, New York, and a number of countries other than the United States, have developed regulatory requirements specifically for digital assets and companies that transact in them. Furthermore, regulations may substantially change in the future and it is presently not possible to know how regulations will apply to our business, or when they will be effective.
Regulations may substantially change in the future and it is presently not possible to know how regulations will apply to our business, or when they will be effective. ​ As the regulatory and legal environment evolves, we may become subject to new laws and regulations, which may affect business model and operations.
Department of the Treasury (“FinCEN”), as well as similar entities in Canada and other countries.
Department of the Treasury (“FinCEN”), as well as similar entities in Canada and other countries. Other regulatory bodies, governmental or semi-governmental, have shown an increased interest in companies operating energy-intensive technologies, including HPC and ASIC compute infrastructure.
At the other end are data centers for ASIC compute, where lower capital requirements and minimal redundancy requirements make low operating costs and rapid deployment the priority. ​ With extensive experience across the data center development value chain, we take a first-principles approach to innovation with the goal of delivering superior solutions to our end markets and customers.
At the other end are data centers optimized for ASIC compute, where minimal redundancy, relatively low capital intensity, and rapid deployment can drive superior cost structures and faster time to cash flow. ​ Across this spectrum, we apply a first-principles approach to innovation, grounded in our vertically integrated platform spanning Power, Digital Infrastructure, and Compute.
Across our organization, we have many decades of collective experience across the development and commercialization value chain from leading companies across the energy sector, including NextEra Energy, Constellation Energy, Exelon Corporation, Clearway Energy, Invenergy, ACCIONA, J.P. Morgan, Citigroup Energy, and GE Capital. ​ Exhibit 3.
Across our organization and Board of Directors, this experience spans power origination, infrastructure development, commercialization, and capital markets execution, drawing on backgrounds at leading companies including NextEra Energy, Constellation Energy, Exelon Corporation, Clearway Energy, Invenergy, Duke Energy, Holtec International, Oriden Power, Pine Gate Renewables, Acciona Energy, J.P.
As of December 31, 2024, we served over 250 customers through our five enterprise-grade data centers in Canada. ​ 14 Table of Contents At the corporate level, we actively seek to partner with developers of digital infrastructure and large-scale consumers of load capacity, leveraging our expertise in power-intensive computing to drive infrastructure expansion and efficiency.
As of December 31, 2025, Hut 8 Canada served more than 200 customers through our five enterprise-grade data centers in Canada. ​ At the corporate level, we actively pursue partnerships across five primary categories: (i) utilities and power market participants, (ii) energy developers and asset owners, (iii) digital infrastructure developers and operators, (iv) large-scale consumers of load capacity, including enterprise and institutional counterparties, and (v) capital providers that allow access to innovative, low cost of capital financing.
Across our platform, we generally invest only when expected returns are projected to meet or exceed disciplined thresholds for value creation. Beyond financial metrics, we prioritize opportunities that support our broader strategic objectives, enhance operational performance, and strengthen our competitive differentiation.
Beyond financial metrics, we prioritize opportunities that support our broader strategic objectives, enhance operational performance and scale, build durable relationships with world-class partners, and strengthen our competitive differentiation. Each opportunity is assessed for its potential to unlock platform synergies, drive scalable efficiencies, and reinforce our competitive position. ​ Portfolio Management.
Before deploying capital, we generally undertake a comprehensive, data-driven due diligence process to evaluate risk-adjusted returns across financial, operational, commercial, legal, macroeconomic, and geopolitical dimensions. Our framework incorporates scenario modeling, stress testing, and sensitivity analysis to quantify downside risk and assess long-term value creation potential.
Our framework incorporates scenario modeling, stress testing, and sensitivity analysis as appropriate to quantify expected downside risk and assess potential long-term value creation. Across our platform, we generally invest only when expected returns are projected to meet or exceed identified thresholds for value creation, and we favor investments supported by long-term contracts with creditworthy counterparties.
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Our integrated model positions us to capitalize on innovation-driven opportunities in an evolving energy and infrastructure landscape. Across our three layers, we strategically allocate resources and capital with the aim of optimizing returns, mitigating sector-specific volatility, enhancing speed to market, and capturing opportunities at multiple stages of the value chain.
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This structure enables us to participate selectively across the infrastructure value chain, including securing power and interconnections, developing and operating digital infrastructure assets that leverage that power, and deploying compute capacity on or alongside that infrastructure.
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Our objective is to maximize long-term value creation for stockholders by building and sustaining competitive advantages at each layer while capturing synergies across our broader platform. Exhibit 1.
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Today, our core focus is on commercializing this platform primarily through the development and operation of data centers at scale, supporting AI, high-performance computing (“HPC”), ASIC compute, and other energy-intensive technology applications. ​ Power.
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Our platform ​ ​ ​ ​ ​ Layer 1 ​ Layer 2 ​ Layer 3 Power ​ Digital Infrastructure ​ Compute We acquire, develop, and manage critical energy assets such as interconnects, powered land, and other electrical infrastructure. ​ We design, build, monetize, and operate purpose-built facilities for energy-intensive applications. ​ We acquire, monetize, and operate specialized hardware for energy-intensive applications. ​ Power.
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As of December 31, 2025, our Digital Infrastructure layer comprised five ASIC compute data centers, five traditional cloud and colocation data centers, and one non-operational ASIC compute site. ​ In addition to these sites, we are actively advancing a scaled AI infrastructure development program. We are currently developing an AI data center at our River Bend campus in Louisiana.
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The value of high-quality energy assets continues to rise as demand grows to support both current and emerging technologies while supply remains stagnant or subscale.
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The project will commercialize 330 MW of utility capacity and is targeted for initial delivery and commissioning in Q2 2027. In addition, we continue to advance the commercialization of 1,230 MW of utility capacity under development across multiple sites in our development pipeline. ​ Compute.
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To meet this increasing demand, our strategy focuses on maximizing the scale of our Power layer, monetizing each megawatt in our portfolio with the use case we believe will drive the highest returns and value creation, and optimizing yield over time through value creation initiatives such as the transition of sites to new use cases.
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We own, operate, and scale purpose-built businesses that acquire, deploy, and monetize specialized hardware for next-generation, energy-intensive technologies like AI, HPC, and ASIC compute. Each business is typically launched and capitalized under a distinct brand tailored to a specific end market and structured to align with its strategic role within our broader platform.
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To meet both current and future demand, we continue to build and advance a scaled development pipeline. Capacity from this pipeline converts to energy capacity under management upon the execution of a purchase or lease agreement.
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Through this structure, we provide direct exposure to the markets created by transformative technologies such as AI. As of December 31, 2025, our Compute layer primarily comprised three brands: ​ 1. American Bitcoin.
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As of December 31, 2024, our development pipeline comprised approximately 12,300 MW of energy capacity, with approximately 2,800 MW under exclusivity (see Exhibit 2). ​ 6 Table of Contents Exhibit 2.
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Launched in 2025, American Bitcoin, a majority-owned subsidiary of Hut 8, is a publicly listed Bitcoin accumulation platform focused on industrial-scale ASIC compute and the development of a strategic Bitcoin reserve. The principal objective of American Bitcoin is to deliver increasing Bitcoin exposure to its shareholders, as measured by Bitcoin per Share.
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Our power-native team is the cornerstone of this approach, leveraging decades of collective experience at leading generation owners, utilities, and other players across the energy ecosystem to execute a disciplined development strategy.
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American Bitcoin’s Class A common stock is listed on Nasdaq under the symbol “ABTC.” ​ 2. Hut 8 Canada. Hut 8 Canada, formerly known as Hut 8 High Performance Computing, provides data center and cloud infrastructure services, including public and private cloud deployments, managed backup, business continuity and disaster recovery services, and high-capacity storage solutions.
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Equipped with a deep understanding of the electrical grid and its regulatory idiosyncrasies across regions as well as the demands of our load profiles and their impact on energy markets, we seek to identify and secure what we believe to be the most attractive development opportunities in the market—optimizing for scale, cost, speed to market, and long-term value creation potential. ​ Our management team has extensive experience across the energy, digital infrastructure, and technology sectors, with a track record of advising and partnering with major energy generation owners and utilities in power origination, commercialization, and strategic transactions.
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Hut 8 Canada operates though a wholly owned subsidiary of Hut 8 across five data centers in Canada, serving more than 200 customers. ​ 6 Table of Contents 3. Highrise AI. Highrise AI is an AI Cloud business wholly owned by Hut 8, offering a cloud infrastructure platform purpose-built for AI.
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Our board of directors (the “Board”) includes current and former senior executives and advisors from a variety of relevant industries, including some of the largest energy generation and financial services companies in North America.
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Designed for developers and enterprises operating in performance-critical and security-sensitive domains, Highrise AI delivers bare-metal performance with full-stack orchestration to support the training and deployment of production-scale AI models. As of December 31, 2025, Highrise AI operated 1,000 NVIDIA H100 GPUs and 96 NVIDIA H200 GPUs. ​ Exhibit 1.
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Our framework for securing new capacity ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1 ​ 2 ​ 3 ​ 4 ​ 5 Prioritize near-term access to scarce power by sourcing both front-of-the-meter and behind-the-meter assets, driving flexibility and efficiency in site origination ​ Target sites with excess transmission capacity driven by imbalances in load and generation, driving access to scaled, stranded, quick-to-market, and low-cost energy ​ Leverage our deep, firsthand understanding of the commercial challenges faced by utilities and generation owners to structure highly tailored, mutually beneficial commercial structures ​ Aim to proactively manage supply chain constraints by procuring long lead items in advance, accelerating energization timelines ​ Design and construct electrical infrastructure in-house or with third parties to alleviate bottlenecks, streamline execution, and provide additional value to partners ​ 7 Table of Contents Digital Infrastructure.
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(2) Electric Reliability Council of Texas (“ERCOT”) (3) Combined cycle gas turbine (“CCGT”) (4) Alberta Electric System Operator (“AESO”) (5) New York Independent System Operator (“NYISO”) (6) One of four sites comprising the 310 MW portfolio of power generation assets Hut 8 divested in Q1 2026 Exhibit 2.
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We seek to monetize each asset in our Power portfolio through a targeted, asset-by-asset approach, mirroring the model of a private equity firm managing a diverse portfolio of independent businesses underpinned by a single thesis and platform.
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Power and digital infrastructure assets under development and construction as of December 31, 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Asset ​ Location ​ Application ​ Stage ​ Total Utility Capacity River Bend ​ Louisiana ​ AI infrastructure ​ Construction ​ 330 MW Site 02 ​ Texas ​ TBD ​ Development ​ 1,000 MW Site 03 ​ Texas ​ TBD ​ Development ​ 180 MW Site 04 ​ Illinois ​ TBD ​ Development ​ 50 MW Energy Capacity Under Development and Construction ​ ​ ​ ​ ​ 1,560 MW ​ Our Operating Segments ​ We report across three core operating segments: Power, Digital Infrastructure, and Compute.
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We believe this approach enables us to maximize the return potential of individual projects while maintaining flexibility across our broader platform and mitigating secular market risk for the Company. As of December 31, 2024, our Digital Infrastructure layer comprised five Bitcoin mining data centers, five HPC data centers, and one non-operational site (see Exhibit 4).
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Each segment corresponds directly to a layer of our platform. A fourth segment, Other, captures revenue from activities that are not core to our platform or do not meet the criteria for segment-level reporting. ​ Power. Our Power segment comprises the origination, development, and management of powered land and energy infrastructure that enables large-scale, energy-intensive infrastructure deployment.
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Looking forward, as markets and technologies evolve, our Digital Infrastructure layer may expand beyond its current focus areas, supporting emerging applications and diversifying our portfolio into other types of infrastructure. ​ Exhibit 4.
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This includes interconnects, substations, switchyards, generation assets, and related electrical systems. While our Power segment is designed primarily to support the scaling of our downstream Digital Infrastructure layer, we have also historically monetized our power capabilities through managed services arrangements and the operation of power generation assets.
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Historically, our deep expertise in rapidly deploying low-cost Bitcoin mining infrastructure development has enabled us to energize sites within three months of breaking ground, including a site initially energized in 78 days at an all-in development cost of approximately $250,000 per megawatt, driving rapid payback periods and strong unlevered returns.
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In the future, we may generate revenue in our Power layer through other commercial structures. 7 Table of Contents ​ Digital Infrastructure. Our Digital Infrastructure segment comprises the development, ownership, and operation of facilities designed to support next-generation, energy-intensive technology applications.
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Bitcoin mining developments allow us to quickly monetize power assets even in scenarios where those assets are not suitable for traditional data center workloads like AI compute in the short term due to longer commercialization timelines, land constraints, load capacity dynamics, or restricted fiber access.
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This segment represents a downstream pathway through which certain Power assets within our platform are commercialized by developing and leasing data centers. We seek to monetize our Digital Infrastructure assets through a range of commercial structures, including long-term hosting, leasing, or colocation agreements.
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In essence, suitable sites can begin their lives as Bitcoin mining data centers with the potential to be repurposed for other, higher return workloads in the future, enabling us to immediately capture upside while maximizing the long-term yield of each Power asset in our portfolio.
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Our goal is to generate predictable, contracted cash flows supported by strong credit profiles, medium-to-long-term duration, and economic terms designed to deliver attractive returns on and of invested capital. ​ For example, we build and operate facilities optimized for various chip architectures.
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We believe our ability to rapidly monetize and scale our Power layer through Bitcoin mining gives us a structural advantage relative to markets with more complex commercialization dynamics.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeSome of the risks associated with the development, redevelopment and construction of data centers include: ● construction delays; ● power and power grid constraints; ● lack of availability and delays for data center and/or power equipment, including items such as generators and switchgear; ● unexpected budget changes; ● increased prices for and delays in obtaining building supplies, raw materials, and data center equipment; ● labor availability, labor disputes, and work stoppages with contractors, subcontractors, and other third parties; ● unanticipated environmental issues and geological problems; ● delays related to permitting and approvals to open from public agencies and utility companies; ● unexpected lack of power access; ● delays in site readiness leading to our failure to meet commitments made to customers planning to expand into a new build; and ● unanticipated customer requirements that would necessitate alternative data center design, making our sites less desirable or leading to increased costs in order to make necessary modifications or retrofits.
Biggest changeThe construction of such projects exposes us to many risks that could have an adverse effect on our business, financial condition, and results of operations, including: ● construction delays, which may result in material consequences, including penalties or liquidated damages payable to our customers, reputational harm, or an inability to satisfy our customer obligations or financing requirements; ● unexpected budget changes or cost overruns, which we may not be able to recover from our customers or which we may not have sufficient financing to cover; ● supply chain and logistical issues, including tariff and inflationary pressures and a lack of availability, increased prices, delays in obtaining building supplies, raw materials, and equipment for data centers, and/or failure of our infrastructure and equipment suppliers to deliver infrastructure and equipment on time and in accordance with agreed upon specifications; ● labor availability, labor disputes, work stoppages, and/or defaults by contractors, subcontractors, and other third parties, including any limitations on such third parties’ liability; ● unanticipated environmental issues and geological problems; ● permitting or regulatory hurdles, including permitting and approval delays; ● the exercise of any step-in rights by a customer, lender, or other third party; ● delays in site readiness, which may delay or otherwise impact the satisfaction of lease commencement conditions; and ● unanticipated customer requirements that would necessitate alternative data center design, making our sites less desirable or leading to increased costs in order to make necessary modifications or retrofits. 17 Table of Contents We may experience liquidity constraints and may need to raise additional capital.
Certain characteristics, including the speed with which Bitcoin transactions can be conducted, the ability to conduct transactions without the involvement of regulated intermediaries, the ability to engage in transactions across multiple jurisdictions, the irreversible nature of certain Bitcoin transactions, and encryption technology that anonymizes these transactions make Bitcoin, and digital currencies generally, particularly susceptible to use in illegal activity such as fraud, money laundering, tax evasion, and ransomware scams.
Certain characteristics, including the speed with which Bitcoin transactions can be conducted, the ability to conduct transactions without the involvement of regulated intermediaries, the ability to engage in transactions across multiple jurisdictions, the irreversible nature of certain Bitcoin transactions, and the encryption technology that anonymizes these transactions make Bitcoin, and digital currencies generally, particularly susceptible to use in illegal activity such as fraud, money laundering, tax evasion, and ransomware scams.
As a result, some applicable laws and regulations do not contemplate or address unique issues associated with the crypto and AI economies, are subject to significant uncertainty, and vary widely across U.S. and Canadian federal, state, provincial, and local and international jurisdictions.
As a result, some applicable laws and regulations do not contemplate or address unique issues associated with the AI and crypto economies, are subject to significant uncertainty, and vary widely across U.S. and Canadian federal, state, provincial, and local and international jurisdictions.
If new regulations are imposed, or if existing regulations are modified, the assumptions we made underlying our plans and strategic initiatives may be inaccurate, and we may incur additional costs to adapt our plans, if we are able to adapt them at all, to such changes.
If new regulations are imposed, or if existing regulations are modified, the assumptions made underlying our plans and strategic initiatives may be inaccurate, and we may incur additional costs to adapt our plans, if we are able to adapt them at all, to such changes.
There can be no assurance that the resolution of any audits or litigation will not have an adverse effect on business, financial condition, and results of operations. Developments regarding the treatment of Bitcoin for applicable U.S. and Canadian federal, state, provincial, local, and other tax purposes could adversely impact our business.
There can be no assurance that the resolution of any audits or litigation will not have an adverse effect on our business, financial condition, and results of operations. Developments regarding the treatment of Bitcoin for applicable U.S. and Canadian federal, state, provincial, local, and other tax purposes could adversely impact our business.
For example, there may be issued patents of which we are not aware that our products, services or technology infringe on. Also, there may be patents we believe we do not infringe on, but that we may ultimately be found to by a court of law or government regulatory agency.
For example, there may be issued patents of which we are not aware that our products, services, or technology infringe on. Also, there may be patents that we believe we do not infringe on, but that we may ultimately be found to by a court of law or government regulatory agency.
The trading price of our common stock has been, and is likely to continue to be, volatile, and may be influenced by market conditions, including the risks, uncertainties, and factors described in this Annual Report and our other filings with the SEC, as well as factors beyond our control or of which we may be unaware.
The trading price of our common stock has been, and is likely to continue to be, volatile, and may be influenced by market conditions, including the risks, uncertainties, and factors described in this Annual Report and our other filings with the SEC, as well as other factors beyond our control or of which we may be unaware.
Other factors that could affect further development and acceptance of digital asset networks and other digital assets include: ● continued worldwide growth in the adoption and use of digital assets as a medium of exchange or store of value; ● governmental regulation of Bitcoin and its use, or restrictions on or regulation of access to and operation of the Bitcoin network or similar digital asset systems; 28 Table of Contents ● limitations on financial institutions processing funds for Bitcoin transactions, processing wire transfers to or from Bitcoin exchanges, Bitcoin-related companies or service providers, or servicing or maintaining accounts for persons or entities transacting in Bitcoin; ● changes in consumer demographics and public tastes and preferences; ● the maintenance and development of the open-source software protocol of the network, including software updates and changes to network protocols that could introduce bugs or security risks; ● the increased consolidation of contributors to the Bitcoin blockchain through mining pools; ● the availability and popularity of other forms or methods of buying and selling goods and services, including new means of using fiat currencies; ● the use of the networks supporting digital assets for developing smart contracts and distributed applications; ● general economic conditions and the regulatory environment relating to digital assets; ● environmental restrictions on the use of power to mine Bitcoin and a resulting decrease in global Bitcoin mining operations; ● an increase in Bitcoin transaction costs and a resultant reduction in the use of and demand for Bitcoin; and ● negative consumer sentiment and perception of Bitcoin specifically and digital assets generally.
Other factors that could affect further development and acceptance of digital asset networks and other digital assets include: ● continued worldwide growth in the adoption and use of digital assets as a medium of exchange or store of value; ● governmental regulation of Bitcoin and its use, or restrictions on or regulation of access to and operation of the Bitcoin network or similar digital asset systems; ● limitations on financial institutions processing funds for Bitcoin transactions, processing wire transfers to or from Bitcoin exchanges, Bitcoin-related companies or service providers, or servicing or maintaining accounts for persons or entities transacting in Bitcoin; ● changes in consumer demographics and public tastes and preferences; ● the maintenance and development of the open-source software protocol of the network, including software updates and changes to network protocols that could introduce bugs or security risks; ● the increased consolidation of contributors to the Bitcoin blockchain through mining pools; ● the availability and popularity of other forms or methods of buying and selling goods and services, including new means of using fiat currencies; ● the use of the networks supporting digital assets for developing smart contracts and distributed applications; ● general economic conditions and the regulatory environment relating to digital assets; 34 Table of Contents ● environmental and other regulatory restrictions on the use of power to mine Bitcoin and a resulting decrease in global Bitcoin mining operations; ● an increase in Bitcoin transaction costs and a resultant reduction in the use of and demand for Bitcoin; and ● negative consumer sentiment and perception of Bitcoin specifically and digital assets generally.
We compete with other users and/or companies that are mining Bitcoin and we also face significant competition from other users and/or companies that are processing transactions on one or more digital asset networks, as well as other potential financial vehicles, including securities, derivatives or futures backed by, or linked to, digital assets through entities such as exchange-traded funds.
Through American Bitcoin, we compete with other users and/or companies that are mining Bitcoin and we also face significant competition from other users and/or companies that are processing transactions on one or more digital asset networks, as well as other potential financial vehicles, including securities, derivatives or futures backed by, or linked to, digital assets through entities such as exchange-traded funds.
While we continue to maintain policies and procedures reasonably designed to promote compliance with applicable anti-money laundering and sanctions laws, if we are found to have transacted with bad actors that have used Bitcoin to launder money or persons subject to sanctions, we may be subject to regulatory proceedings and may be prohibited or restricted from engaging in further transactions or dealings in Bitcoin.
While we and American Bitcoin continue to maintain policies and procedures reasonably designed to promote compliance with applicable anti-money laundering and sanctions laws, if we or American Bitcoin are found to have transacted with bad actors that have used Bitcoin to launder money or persons subject to sanctions, we or American Bitcoin may be subject to regulatory proceedings and may be prohibited or restricted from engaging in further transactions or dealings in Bitcoin.
We are subject to risks associated with our need for significant electrical power. Our operations require significant amounts of electrical power and our business, financial condition, and results of operations may be impacted by the unavailability of power and price fluctuations in the power market.
We are subject to risks associated with our need for significant electrical power. Our operations require significant amounts of electrical power and our business, financial condition, and results of operations may be impacted by the unavailability of power and/or price fluctuations in the power market.
However, Bitcoin is a highly volatile asset, and fluctuations in the price of Bitcoin have in the past influenced, and are likely to continue to influence, our business, financial condition, and results of operations and the market price of our common stock.
Bitcoin is a highly volatile asset, and fluctuations in the price of Bitcoin have in the past influenced, and are likely to continue to influence, our business, financial condition, and results of operations and the market price of our common stock.
Given that we believe that the Rescission Securities were exempt from registration under Section 4(a)(2) of the Securities Act, we do not believe there were any violations of federal securities laws, and as such, we have not notified any federal regulators regarding the Rescission Offer. 42 Table of Contents In connection with the Rescission Offer, the Commonwealth of Massachusetts, Office of the Secretary of the Commonwealth, Securities Division (the “Massachusetts Division”) issued a Consent Order, Docket No.
Given that we believe that the Rescission Securities were exempt from registration under Section 4(a)(2) of the Securities Act, we do not believe there were any violations of federal securities laws, and as such, we have not notified any federal regulators regarding the Rescission Offer. 44 Table of Contents In connection with the Rescission Offer, the Commonwealth of Massachusetts, Office of the Secretary of the Commonwealth, Securities Division (the “Massachusetts Division”) issued a Consent Order, Docket No.
At the same time, supply chain disruptions and regulatory constraints have extended lead times for critical infrastructure, including GPUs, ASICs, generators, and transformers. Grid interconnection bottlenecks have further constrained access to power and digital infrastructure development. In this evolving landscape, we compete directly with cloud services providers, digital infrastructure developers, and large-scale Bitcoin miners.
At the same time, grid interconnection bottlenecks have further constrained access to power and digital infrastructure development, while supply chain disruptions and regulatory constraints have extended lead times for critical infrastructure, including GPUs, ASICs, turbines, generators, and transformers. ​ In this evolving landscape, we compete directly with cloud services providers, digital infrastructure developers, and large-scale Bitcoin miners.
We are required to obtain, maintain, and comply with the terms and conditions of government permits and approvals. We are required to obtain, maintain, and comply with the terms and conditions of numerous permits and licenses from federal, state, provincial, and local governmental agencies.
We are required to obtain, maintain, and comply with the terms and conditions of numerous permits, approvals, and licenses from federal, state, provincial, and local governmental agencies.
Regardless of the merit of any intellectual property or other legal action, any threatened action that reduces confidence in some or all digital asset networks’ long-term viability or the ability of end-users to hold and transfer digital assets, including Bitcoin, may adversely affect the value of the Bitcoin we hold as well as our business, financial condition, and results of operations.
Regardless of the merit of any intellectual property or other legal action, any threatened action that reduces confidence in some or all digital asset networks’ long-term viability or the ability of end-users to hold and transfer digital assets, including Bitcoin, may adversely affect the value of the Bitcoin we and American Bitcoin hold as well as our and American Bitcoin’s business, financial condition, and results of operations.
Furthermore, the exchanges on which Bitcoin trades are relatively new and, in most cases, largely unregulated and may therefore be more exposed to fraud and failure than established, regulated exchanges for other assets. Such circumstances may result in a reduction in the price of Bitcoin and can adversely affect our business, financial condition, and results of operations.
Furthermore, the exchanges on which Bitcoin trades are relatively new and, in most cases, largely unregulated and may therefore be more exposed to fraud and failure than established, regulated exchanges for other assets. Such circumstances may result in a reduction in the price of Bitcoin and can adversely affect our and American Bitcoin’s business, financial condition, and results of operations.
It is uncertain how manufacturers will respond to increased global demand and whether they fulfill purchase orders fully and in a timely manner. Supply chain issues or geopolitical matters, including the relationship of the United States and Canada with China and other countries may also impact equipment manufacturers’ ability to fully and timely fulfill purchase orders.
It is uncertain how manufacturers will respond to increased global demand and whether they fulfill purchase orders fully and in a timely manner. Supply chain issues or geopolitical matters, including the relationship of the United States and Canada between each other and with China and other countries may also impact equipment manufacturers’ ability to fully and timely fulfill purchase orders.
To the extent that the Bitcoin or other digital asset ecosystems, including developers and administrators of mining pools, do not act to ensure greater decentralization of Bitcoin or other digital asset mining processing power, the feasibility of a malicious actor obtaining control of the processing power on the Bitcoin or other network will increase, which may adversely impact our business, financial condition, and results of operations.
To the extent that the Bitcoin or other digital asset ecosystems, including developers and administrators of mining pools, do not act to ensure greater decentralization of Bitcoin or other digital asset mining processing power, the feasibility of a malicious actor obtaining control of the processing power on the Bitcoin or other network will increase, which may adversely impact our and American Bitcoin’s business, financial condition, and results of operations.
We are unable to predict the nature or extent of new and proposed legislation and regulation affecting the digital asset industry, or the potential impact of the use of Bitcoin or other digital assets by SDN or other blocked or sanctioned persons, which could have material adverse effects on our business, financial condition, and results of operations and our industry more broadly.
We and American Bitcoin are unable to predict the nature or extent of new and proposed legislation and regulation affecting the digital asset industry, or the potential impact of the use of Bitcoin or other digital assets by SDN or other blocked or sanctioned persons, which could have material adverse effects on our and American Bitcoin’s business, financial condition, and results of operations and our industry more broadly.
In certain nations, it is illegal to accept payment in Bitcoin or other digital assets for consumer transactions, and banking institutions are barred from accepting deposits of Bitcoin. Such restrictions may adversely affect us as the large-scale use of Bitcoin as a means of exchange is presently confined to certain regions globally.
In certain nations, it is illegal to accept payment in Bitcoin or other digital assets for consumer transactions, and banking institutions are barred from accepting deposits of Bitcoin. Such restrictions may adversely affect us and American Bitcoin as the large-scale use of Bitcoin as a means of exchange is presently confined to certain regions.
We currently settle our financial obligations out of cash and cash equivalents, including the net proceeds from the sale of common stock under our ATM program, and from the sale of our Bitcoin. We have a planning and budgeting process to help determine the funds required to support our normal spending requirements on an ongoing basis and our expansionary plans.
We currently settle our financial obligations out of cash and cash equivalents, including the net proceeds from the sale of common stock under our ATM program, and from any sales of Bitcoin. We have a planning and budgeting process to help determine the funds required to support our normal spending requirements on an ongoing basis and our expansionary plans.
For example, equipment necessary for our operations and our offerings is manufactured in large part outside of the United States. There is currently significant uncertainty about the future relationship between the United States and other countries, including Canada, Mexico, China, the European Union, and others, with respect to trade policies, treaties, tariffs, and taxes.
For example, equipment necessary for our operations and our offerings is manufactured in large part outside of the United States. There is currently significant uncertainty about the future relationship between the United States and other regions, including Canada, Mexico, China, the European Union, and others, with respect to trade policies, treaties, tariffs, and taxes.
We cannot guarantee compliance with all such laws and regulations, and failure to comply with such laws and regulations could expose us to fines, penalties, or costly and expensive investigations. Any new laws, regulations, or interpretations may result in additional litigation, regulatory investigations, and enforcement or other actions, including preventing or delaying if and how we provide our offerings.
We cannot guarantee compliance with all such laws and regulations and failure to comply with such laws and regulations could expose us to fines, penalties, and/or costly and extensive investigations. Any new laws, regulations, or interpretations may result in additional litigation, regulatory investigations, and enforcement or other actions, including preventing or delaying if and how we provide our offerings.
Our insurance policies contain certain industry standard exclusions for events such as war and nuclear reaction. A successful claim for which we are not fully insured could materially harm our business, financial condition, and results of operations. For example, we are currently party to a securities class action claim.
Our insurance policies contain certain industry standard exclusions for events such as war and nuclear disasters. A successful claim for which we are not fully insured could materially harm our business, financial condition, and results of operations. For example, we are currently party to a securities class action claim.
For instance, we may determine that there is no safe or practical way to custody the new asset, that trying to do so may pose an unacceptable risk to our holdings in the old asset, or that the costs of taking possession and/or maintaining ownership of the new digital asset exceed the benefits of owning the new digital asset.
For instance, we or American Bitcoin may determine that there is no safe or practical way to custody the new asset, that trying to do so may pose an unacceptable risk to our holdings in the old asset, or that the costs of taking possession and/or maintaining ownership of the new digital asset exceed the benefits of owning the new digital asset.
We carry liability, property, business interruption, and other insurance policies to cover certain insurable risks to our company. We select the types of insurance, the limits, and the deductibles based on our specific risk profile, the cost of the insurance coverage versus its perceived benefit, and general industry standards.
We carry liability, property, business interruption, construction-related, and other insurance policies to cover certain insurable risks to our company. We select the types of insurance, the limits, and the deductibles based on our specific risk profile, the cost of the insurance coverage versus its perceived benefit, and general industry standards.
Furthermore, the benefits of any acquisition, strategic alliance, or joint venture may also take considerable time to develop, and we cannot be certain that any particular acquisition, strategic alliance, or joint venture will produce the intended benefits in a timely manner or to the extent anticipated or at all.
Furthermore, the benefits of any acquisition, strategic alliance, joint venture or other strategic transaction may also take considerable time to develop, and we cannot be certain that any particular acquisition, strategic alliance, joint venture, or other strategic transaction will produce the intended benefits in a timely manner or to the extent anticipated or at all.
There is a possibility of Bitcoin mining algorithms transitioning to “proof of stake” validation, which could make us less competitive and adversely affect our business, financial condition, and results of operations. “Proof of stake” is an alternative method in validating digital asset transactions.
There is a possibility of Bitcoin mining algorithms transitioning to “proof of stake” validation, which could make us and American Bitcoin less competitive and adversely affect our and American Bitcoin’s business, financial condition, and results of operations. “Proof of stake” is an alternative method in validating digital asset transactions.
The further development and acceptance of the Bitcoin network and other digital assets is subject to a variety of factors that are difficult to evaluate. The slowing or stopping of the development or acceptance of Bitcoin and other digital asset systems may adversely affect our business, financial condition, and results of operations.
The further development and acceptance of the Bitcoin network and other digital assets is subject to a variety of factors that are difficult to evaluate. The slowing or stopping of the development or acceptance of Bitcoin and other digital asset systems may adversely affect our and American Bitcoin’s business, financial condition, and results of operations.
Thus, the failures of key market participants and systemic contagion risk is expected to, as a consequence, invite stricter regulatory scrutiny. This could have a negative impact on further development and acceptance of digital asset networks and digital assets, including Bitcoin.
Thus, the failures of key market participants and systemic contagion risk are expected to, as a consequence, invite stricter regulatory scrutiny. This could have a negative impact on further development and acceptance of digital asset networks and digital assets, including Bitcoin.
In addition, future technological and operational developments that may arise with respect to digital currencies may increase the uncertainty of its treatment for applicable U.S. and Canadian federal, state, provincial, local, and other tax purposes. 44 Table of Contents We may not protect our intellectual property rights and other proprietary rights effectively, which would allow competitors to duplicate our offerings.
In addition, future technological and operational developments that may arise with respect to digital currencies may increase the uncertainty of its treatment for applicable U.S. and Canadian federal, state, provincial, local, and other tax purposes. We may not protect our intellectual property rights and other proprietary rights effectively, which would allow competitors to duplicate our offerings.
Failure of any of our critical systems, including a breakdown in critical plant, equipment or services, routers, switches or other equipment, power supplies, or network connectivity, whether or not within our control, could result in service interruptions to us or our customers and/or damage to equipment, which could significantly disrupt the normal business operations of our customers, harm our reputation, and reduce our revenue.
Failure of any of our critical systems, including a breakdown in critical plant, equipment or services, routers, switches or other equipment, power supplies, or network connectivity, whether or not within our control, could result in service interruptions to us or our customers and/or damage to equipment, which could significantly disrupt the normal business operations of our customers, harm our reputation, reduce our revenue, and subject us to liability claims.
While we have internal methods of tracking both our processing power provided and the total used by the pool, the mining pool operator uses its own recordkeeping to determine our proportion of a given reward.
While we and American Bitcoin have internal methods of tracking both our processing power provided and the total used by the pool, the mining pool operator uses its own recordkeeping to determine our proportion of a given reward.
Furthermore, if our miners or other mining infrastructure cannot be modified to accommodate changes in rule or protocol of the Bitcoin network, our business, financial condition, and results of operations will be significantly affected.
Furthermore, if American Bitcoin’s miners or our other mining infrastructure cannot be modified to accommodate changes in rule or protocol of the Bitcoin network, our and American Bitcoin’s business, financial condition, and results of operations will be significantly affected.
Moreover, laws and regulations related to economic sanctions, export controls, anti-bribery and anti-corruption, and other international activities may restrict or limit our ability to engage in transactions or dealings with certain counterparties in, or with, certain countries or territories, or in certain activities.
Moreover, laws and regulations related to economic sanctions, export controls, anti-bribery and anti-corruption, and other international activities can restrict or limit our ability to engage in transactions or dealings with certain counterparties in, or with, certain countries or territories or in certain activities.
These events may impact our ability to conduct our businesses efficiently and lead to increased costs, expenses, or losses. 19 Table of Contents Although we maintain limited backup power at certain sites, it may not be feasible to run our operations on back-up power generators in the event of a restriction on electricity or a power outage.
These events may impact our ability to conduct our businesses efficiently and lead to increased costs, expenses, or losses. Although we maintain limited backup power at certain sites, it may not be feasible to run our operations on back-up power generators in the event of a restriction on electricity or a power outage.
If the award of Bitcoin rewards for solving blocks and transaction fees are not sufficiently high, we may not have an adequate incentive to continue mining and may decrease or cease our Bitcoin mining operations. The development and acceptance of competing blockchain platforms or technologies may cause consumers to use alternative distributed ledgers or other alternatives.
If the award of Bitcoin rewards for solving blocks and transaction fees are not sufficiently high, we and American Bitcoin may not have an adequate incentive to continue mining and may decrease or cease our ASIC compute operations. The development and acceptance of competing blockchain platforms or technologies may cause consumers to use alternative distributed ledgers or other alternatives.
Any such acquisitions also could result in the issuance of stock, incurrence of debt, contingent liabilities, write-offs of intangible assets or goodwill, restructuring and other related expenses, or litigation, any of which could have a negative impact on our business, financial condition, and results of operations.
Any such strategic transaction also could result in the issuance of stock, incurrence of debt, contingent liabilities, write-offs of intangible assets or goodwill, restructuring and other related expenses, or litigation, any of which could have a negative impact on our business, financial condition, and results of operations.
Additionally, a meritorious intellectual property claim could prevent us and other end-users from accessing some or all digital asset networks or holding or transferring their digital assets.
Additionally, a meritorious intellectual property claim could prevent us, American Bitcoin, and other end-users from accessing some or all digital asset networks or holding or transferring their digital assets.
The outcome of any actions initiated in such international jurisdictions, and our ability to enforce judgments (if any) issued in our favor on such jurisdictions is inherently uncertain given differences in legal systems, biases against foreign litigants in certain jurisdictions, and other factors outside our control.
The outcome of any actions initiated in such international jurisdictions, and American Bitcoin’s ability to enforce judgments (if any) issued in its favor on such jurisdictions is inherently uncertain given differences in legal systems, biases against foreign litigants in certain jurisdictions, and other factors outside our control.
If we are deemed to be subject to and determine not to comply with such additional regulatory and registration requirements, we may cease or alter our activities and offerings.
If we or American Bitcoin are deemed to be subject to and determine not to comply with such additional regulatory and registration requirements, we or American Bitcoin may cease or alter our activities and offerings.
Adverse changes to, or our failure to comply with, any laws and regulations may have an adverse effect on our business, financial condition, and results of operations. 37 Table of Contents We may be subject to substantial environmental or energy regulation and may be adversely affected by legislative or regulatory changes.
Adverse changes to, or our failure to comply with, any laws and regulations may have an adverse effect on our business, financial condition, and results of operations. We may be subject to substantial environmental or energy regulation and may be adversely affected by legislative or regulatory changes.
We believe we have established a defensible competitive advantage through our power-first, innovation-driven strategy, which is underpinned by a power-native team with deep access to power markets, an application-agnostic framework for digital infrastructure design, end-to-end greenfield development capabilities, and our ability to use Bitcoin mining infrastructure development to rapidly and cost-effectively secure and monetize power.
We believe we have established a defensible competitive advantage through our power-first, innovation-driven strategy, which is underpinned by a power-native team with deep access to power markets, an application-agnostic framework for digital infrastructure design, end-to-end greenfield development capabilities, and our ability to use ASIC compute infrastructure development to rapidly and cost-effectively secure and monetize power.
Power availability and prices may also be materially impacted by other factors outside of our control, including: ● changes in generation capacity in our markets, including changes in the supply of power as a result of the development of new plants, expansion or reduction of existing plants, the continued operation of uneconomic power plants due to state subsidies, or additional or reduced transmission capacity; ● environmental regulations and legislation; ● electric supply disruptions, including plant outages and transmission disruptions; ● changes in power transmission infrastructure; ● fuel price volatility; ● fuel transportation capacity constraints or inefficiencies; ● development of new fuels, new technologies, and new forms of competition for the production of power; ● changes in law, including judicial decisions; ● weather conditions, including extreme weather conditions and seasonal fluctuations, including the effects of climate change; ● changes in commodity prices and the supply of commodities, including natural gas, coal, and oil; ● changes in the demand for power or in patterns of power usage; ● economic and political conditions; ● supply and demand for energy commodities; ● supply chain disruption of electrical components needed to transmit energy; ● availability of competitively priced alternative energy sources; ● ability to procure satisfactory levels of inventory; and ● changes in capacity prices and capacity markets.
Power availability and prices may also be materially impacted by other factors outside of our control, including: 21 Table of Contents ● changes in generation capacity in our markets, including changes in the supply of power as a result of the development of new plants, expansion, reduction, or retirement of existing plants, the continued operation of uneconomic power plants due to government subsidies, or additional or reduced transmission capacity; ● environmental regulations and legislation; ● electric supply disruptions, including plant outages and transmission disruptions; ● changes in power transmission infrastructure; ● changes in commodity prices and the supply of commodities, including natural gas, coal, and oil; ● fuel transportation capacity constraints or inefficiencies; ● development of new fuels, new technologies, and new forms of competition for the production of power; ● changes in law, including judicial decisions; ● weather conditions, such as extreme weather and seasonal fluctuations, including the effects of climate change; ● changes in the demand for power or in patterns of power usage; ● economic and political conditions; ● supply chain disruption of electrical components needed to transmit energy; ● availability of competitively priced alternative energy sources; ● ability to procure satisfactory levels of inventory; and ● changes in capacity prices and capacity markets.
To the extent that our business activities cause us to be deemed a “money services business” under the regulations promulgated by FinCEN under the authority of the BSA, we may be required to comply with FinCEN regulations, including those that would mandate us to implement anti-money laundering programs, make certain reports to FinCEN and maintain certain records.
To the extent that our or American Bitcoin’s business activities cause us to be deemed a “money services business” under the regulations promulgated by FinCEN under the authority of the BSA, we or American Bitcoin may be required to comply with FinCEN regulations, including those that would mandate us or American Bitcoin to implement anti-money laundering programs, make certain reports to FinCEN, and maintain certain records.
The pools then distribute our pro-rata share of Bitcoin mined to us based on the computing power we contribute. Under our mining pool agreements with Foundry and Luxor, our daily payout is calculated based on our hashrate contribution delivered to the pool in the applicable calculation period, after deducting the applicable pool fee, if any.
The pools then distribute our or American Bitcoin’s pro-rata share of Bitcoin mined based on the computing power we contribute. Under our and American Bitcoin’s mining pool agreements with Foundry and Luxor, our daily payout is calculated based on the hashrate contribution delivered to the pool in the applicable calculation period, after deducting the applicable pool fee, if any.
However, we may not be able, or it may not be practical, to secure or realize the economic benefit of the new asset for various reasons.
However, we or American Bitcoin may not be able, or it may not be practical, to secure or realize the economic benefit of the new asset for various reasons.
Our business may be heavily impacted by geopolitical, social, economic, and other events and circumstances in the United States, Canada, or elsewhere. Our business may be heavily impacted by geopolitical, social, economic, and other events and circumstances in the United States, Canada and elsewhere.
Our business may be heavily impacted by political, social, economic, and other events and circumstances in the United States, Canada, or elsewhere. Our business may be heavily impacted by political, social, economic, and other events and circumstances in the United States, Canada or elsewhere.
We may experience liquidity constraints and may need to raise additional capital. We may be unable to raise the additional capital needed to operate and grow our business. Liquidity risk is the risk that we will not be able to meet our financial obligations as they fall due.
We may be unable to raise the additional capital needed to operate and grow our business. Liquidity risk is the risk that we will not be able to meet our financial obligations as they fall due.
Alternatively, if a court were to find the choice of forum provision contained in our Certificate of Incorporation and our Bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could materially and adversely affect our business, financial condition, and results of operations.
Alternatively, if a court were to find the choice of forum provision contained in our Certificate of Incorporation and our Bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could materially and adversely affect our business, financial condition, and results of operations. ​ ​ 50 Table of Contents Item 1B.
If we are unable to consistently obtain accurate proportionate rewards from our mining pool operators, we may experience reduced reward for our efforts, which would have an adverse effect on our business, financial condition, and results of operations.
If we or American Bitcoin are unable to consistently obtain accurate proportionate rewards from our mining pool operators, we or American Bitcoin may experience reduced reward for our efforts, which would have an adverse effect on our and American Bitcoin’s business, financial condition, and results of operations.
Our success depends on our continuing ability to identify, hire, develop, motivate, and retain highly skilled technical personnel for all areas of our business. Competition in our industry for qualified technical employees is intense, and the availability of qualified technical personnel is not guaranteed.
Our success depends on our continuing ability to identify, hire, develop, motivate, and retain highly skilled technical personnel for all areas of our business. Competition in our industry for qualified technical employees is intense, and the availability of qualified technical personnel is not guaranteed or may be costly to hire.
We may experience losses related to potential investments in other companies, which could materially and adversely affect our business, financial condition, and results of operations.
We may experience losses related to potential investments in other companies or other strategic transactions, which could materially and adversely affect our business, financial condition, and results of operations.
The Bitcoin reward for successfully uncovering a block will halve several times in the future and Bitcoin’s value may not adjust to compensate us for the reduction in the rewards we receive from our mining efforts.
The Bitcoin reward for successfully uncovering a block will halve several times in the future and Bitcoin’s value may not adjust to compensate us or American Bitcoin for the reduction in the rewards we or American Bitcoin receive from our mining efforts, mainly through American Bitcoin.
If a malicious actor or botnet obtains control of a majority of the processing power active on any digital asset network, including the Bitcoin network, the blockchain may be manipulated in a manner that adversely affects an investment in us.
If a malicious actor or botnet obtains control of a majority of the processing power active on any digital asset network, including the Bitcoin network, the blockchain may be manipulated in a manner that adversely affects us and American Bitcoin.
Accordingly, to compete, we believe we will need to continue to acquire new miners, both to replace those lost to ordinary wear-and-tear and other damage, and to increase our hashrate to keep up with a growing global network hashrate.
Accordingly, to compete, we believe that American Bitcoin will need to continue to acquire new miners, both to replace those lost to ordinary wear-and-tear and other damage, and to increase hashrate to keep up with a growing global network hashrate.
Forks in the Bitcoin network may occur in the future, which may affect the value of Bitcoin held by us.
Forks in the Bitcoin network may occur in the future, which may affect the value of Bitcoin held by us and American Bitcoin.
Most of our infrastructure is located in leased premises and there can be no assurance that we will remain in compliance with the leases, that the landlord will continue to support our operations, and that the leases will not be terminated despite negotiation for long term lease periods and renewal provisions.
Some of our infrastructure is located on leased premises and there can be no assurance that we will remain in compliance with our leases, that our landlord will continue to support our operations, or that our leases will not be terminated despite negotiation for long term lease periods and renewal provisions.
Such investigations, inquiries, enforcement actions, and litigation may cause negative publicity for Bitcoin and other digital assets, which could adversely impact mining profitability, the value of such assets, and the price of our common stock.
Such investigations, inquiries, enforcement actions, and litigation may cause negative publicity for Bitcoin and other digital assets, which could adversely impact mining profitability, the value of such assets, and the price of our common stock and American Bitcoin’s Class A common stock.
If a corresponding and proportionate increase in the trading price of Bitcoin or a proportionate decrease in mining difficulty does not follow these anticipated halving events, the revenue we earn from our Bitcoin mining operations would see a corresponding decrease, which would have a material adverse effect on our business, financial condition, and results of operations.
If a corresponding and proportionate increase in the trading price of Bitcoin or a proportionate decrease in mining difficulty does not follow these anticipated halving events, the revenue we earn from our ASIC compute operations, mainly through American Bitcoin, would see a corresponding decrease, which would have a material adverse effect on our and American Bitcoin’s business, financial condition, and results of operations.
In order to sustain our growth in certain of our existing and new markets, we may have to expand an existing data center, lease a new facility, or acquire suitable land, with or without structures, to build new data centers. Expansions or new builds are currently underway, or being contemplated, in new and existing markets.
In order to sustain our growth in certain of our existing and new markets, we may have to expand existing data centers, lease new facilities, or acquire suitable land, with or without structures, to build new data centers. Expansions or new builds are currently underway, or being contemplated, in new and existing markets.
These risks include the following: ● adverse changes in foreign currency exchange rates; ● increased difficulty in protecting our intellectual property rights and trade secrets, including litigation costs and the outcome of such litigation in jurisdictions outside the United States; ● increased exposure to events that could impair our ability to operate internationally with third parties such as problems with such third parties’ operations, finances, insolvency, labor relations, manufacturing capabilities, costs, insurance, natural disasters, public health emergencies, or other catastrophic events; ● unexpected legal or government action or changes in legal or regulatory requirements; ● difficulties in managing, growing, and staffing international operations; ● social, economic, or political instability; ● potential negative consequences from changes to taxation or tariff policies; ● challenges to the transfer pricing of cross-border intercompany transactions; ● increased difficulty in ensuring compliance by employees, agents, and contractors with our policies as well as with the laws of multiple jurisdictions, including international environmental, health, and safety laws and increasingly complex regulations relating to the conduct of international commerce, including import/export laws and regulations, economic sanctions laws and regulations, and trade control; and ● increased exposure to cybersecurity risks in foreign jurisdictions that may materially and adversely affect our business, financial condition and results of operations.
These risks include the following: ● adverse changes in foreign currency exchange rates; ● increased difficulty in protecting our intellectual property rights and trade secrets, including litigation costs and the outcome of such litigation in jurisdictions outside the United States; ● increased exposure to events that could impair our ability to operate internationally with third parties such as problems with such third parties’ operations, finances, insolvency, labor relations, manufacturing capabilities, costs, insurance, natural disasters, public health emergencies, or other catastrophic events; ● unexpected legal or government action or changes in legal or regulatory requirements; ● difficulties in managing, growing, and staffing international operations; ● social, economic, or political instability; ● potential negative consequences from changes to taxation or tariff policies; ● challenges to the transfer pricing of cross-border intercompany transactions; ● increased difficulty in ensuring compliance by employees, agents, and contractors with our policies as well as with the laws of multiple jurisdictions, including international environmental, health, and safety laws and increasingly complex regulations relating to the conduct of international commerce, including import/export laws and regulations, economic sanctions laws and regulations, and trade control; and ● increased exposure to cybersecurity risks in foreign jurisdictions. 27 Table of Contents Our failure to successfully manage these risks could harm our operations and growth opportunities internationally.
In the event that miner manufacturers or other suppliers are not able to keep pace with, or fail to satisfy, demand, we may not be able to purchase miners or other equipment in sufficient quantities or on the delivery schedules required to meet our business needs.
In the event that miner manufacturers or other suppliers are not able to keep pace with, or fail to satisfy, demand, American Bitcoin may not be able to purchase miners or other equipment in sufficient quantities or on the delivery schedules required to meet its business needs.
Our business, financial condition, and results of operations and the market price of our common stock would be adversely affected if the price of Bitcoin decreased substantially, including as a result of: ● decreased user and investor confidence in Bitcoin, including due to the various factors described herein; ● investment and trading activities, such as (i) trading activities of highly active retail and institutional users, speculators, miners, and investors, (ii) actual or expected significant dispositions of Bitcoin by large holders, including vehicles investing in Bitcoin or tracking Bitcoin markets, and (iii) actual or perceived manipulation of the spot or derivative markets for Bitcoin or spot Bitcoin ETPs; ● negative publicity, media coverage, or sentiment due to events in or relating to, or perception of, Bitcoin or the broader digital assets industry, for example, (i) public perception that Bitcoin can be used as a vehicle to circumvent sanctions or to fund criminal or terrorist activities; (ii) expected or pending civil, criminal, regulatory enforcement, or other high profile actions against major participants in the Bitcoin ecosystem, including the SEC’s enforcement actions against Coinbase, Inc. and Binance Holdings Ltd.; (iii) additional filings for bankruptcy protection or bankruptcy proceedings of major digital asset industry participants, such as the bankruptcy proceeding of FTX Trading and its affiliates; and (iv) the actual or perceived environmental impact of Bitcoin mining and related activities, including environmental concerns raised by private individuals, governmental and non-governmental organizations, and other actors related to the energy resources consumed in the Bitcoin mining process; ● changes in consumer preferences and the perceived value or prospects of Bitcoin; ● competition from other digital assets that exhibit better speed, security, scalability, or energy efficiency, that feature other more favored characteristics, that are backed by governments or reserves of fiat currencies, or that represent ownership or security interests in physical assets; ● a decrease in the price of other digital assets, including stablecoins, or the crash or unavailability of stablecoins that are used as a medium of exchange for Bitcoin purchase and sale transactions, such as the crash of the stablecoin Terra USD in 2022, to the extent the decrease in the price of such other digital assets or the unavailability of such stablecoins may cause a decrease in the price of Bitcoin or adversely affect investor confidence in digital assets generally; ● disruptions, failures, unavailability, or interruptions in service of Bitcoin exchanges; ● cyber theft of Bitcoin from online wallet providers, or news of such theft from such providers or from individuals’ online wallets; ● the filing for bankruptcy protection by, liquidation of, or market concerns about the financial viability of digital asset custodians, exchanges, lending platforms, investment funds, or other digital asset industry participants; ● regulatory, legislative, enforcement, and judicial actions that adversely affect the price, ownership, transferability, trading volumes, legality, or public perception of Bitcoin, or that adversely affect the operations of or otherwise prevent digital asset custodians, exchanges, lending platforms, or other digital assets industry participants from operating in a manner that allows them to continue to deliver services to the digital assets industry; ● further reductions in mining rewards of Bitcoin, including block reward halving events or increases in the costs associated with Bitcoin mining, including increases in electricity costs and hardware and software used in mining, that may cause a decline in support for the Bitcoin network; ● scaling challenges, including transaction congestion or slow settlement times and higher transaction fees, associated with processing transactions on the Bitcoin network; 33 Table of Contents ● macroeconomic changes, such as changes in the level of interest rates and inflation, fiscal and monetary policies of governments, trade restrictions, and fiat currency devaluations; ● developments in mathematics or technology, including in digital computing, algebraic geometry ,and quantum computing, that could result in the cryptography used by the Bitcoin blockchain becoming insecure or ineffective; and ● changes in national and international economic and political conditions. ​ From time to time, we have entered, and may continue to enter, into certain hedging transactions to mitigate our exposure to fluctuations in the price of Bitcoin, which may expose us to risks associated with such transactions, including counterparty risk.
Our and American Bitcoin’s business, financial condition, and results of operations and the market price of our common stock and American Bitcoin’s Class A common stock may be adversely affected if the price of Bitcoin decreased substantially, including as a result of: ● decreased user and investor confidence in Bitcoin, including due to the various factors described herein; ● investment and trading activities, such as (i) trading activities of highly active retail and institutional users, speculators, Bitcoin miners, and investors, (ii) actual or expected significant dispositions of Bitcoin by large holders, including vehicles investing in Bitcoin or tracking Bitcoin markets, and (iii) actual or perceived manipulation of the spot or derivative markets for Bitcoin or spot Bitcoin exchange-traded products (“ETPs”); 29 Table of Contents ● negative publicity, media coverage, or sentiment due to events in or relating to, or perception of, Bitcoin or the broader digital assets industry, for example, (i) public perception that Bitcoin can be used as a vehicle to circumvent sanctions or to fund criminal or terrorist activities; (ii) expected or pending civil, criminal, regulatory enforcement, or other high profile actions against major participants in the Bitcoin ecosystem, including the SEC’s enforcement actions against Coinbase, Inc. and Binance Holdings Ltd.; (iii) additional filings for bankruptcy protection or bankruptcy proceedings of major digital asset industry participants, such as the bankruptcy proceeding of FTX Trading and its affiliates; and (iv) the actual or perceived environmental impact of ASIC compute and related activities, including environmental concerns raised by private individuals, governmental and non-governmental organizations, and other actors related to the energy resources consumed in the ASIC compute process; ● changes in consumer preferences and the perceived value or prospects of Bitcoin; ● competition from other digital assets that exhibit better speed, security, scalability, or energy efficiency, that feature other more favored characteristics, that are backed by governments or reserves of fiat currencies, or that represent ownership or security interests in physical assets; ● a decrease in the price of other digital assets, including stablecoins, or the crash or unavailability of stablecoins that are used as a medium of exchange for Bitcoin purchase and sale transactions, such as the crash of the stablecoin Terra USD in 2022, to the extent the decrease in the price of such other digital assets or the unavailability of such stablecoins may cause a decrease in the price of Bitcoin or adversely affect investor confidence in digital assets generally; ● disruptions, failures, unavailability, or interruptions in service of Bitcoin exchanges; ● cyber theft of Bitcoin from online wallet providers, or news of such theft from such providers or from individuals’ online wallets; ● the filing for bankruptcy protection by, liquidation of, or market concerns about the financial viability of digital asset custodians, exchanges, lending platforms, investment funds, or other digital asset industry participants; ● regulatory, legislative, enforcement, and judicial actions that adversely affect the price, ownership, transferability, trading volumes, legality, or public perception of Bitcoin, or that adversely affect the operations of or otherwise prevent digital asset custodians, exchanges, lending platforms, or other digital assets industry participants from operating in a manner that allows them to continue to deliver services to the digital assets industry; ● further reductions in mining rewards of Bitcoin, including block reward halving events; ● increases in the costs associated with ASIC compute, including increases in electricity costs and hardware and software used in mining, that may cause a decline in support for the Bitcoin network; ● scaling challenges, including transaction congestion or slow settlement times and higher transaction fees, associated with processing transactions on the Bitcoin network; ● macroeconomic changes, such as changes in the level of interest rates and inflation, fiscal and monetary policies of governments, trade restrictions, and fiat currency devaluations; ● developments in mathematics or technology, including in digital computing, algebraic geometry ,and quantum computing, that could result in the cryptography used by the Bitcoin blockchain becoming insecure or ineffective; and ● changes in national and international economic and political conditions. ​ In addition, we and American Bitcoin have adopted ASU 2023-08, Intangibles - Goodwill and Other - Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”).
We have little means of recourse against mining pool operators if we determine the proportion of the reward paid out to us by the mining pool operator is incorrect, other than leaving the pool.
We and American Bitcoin have little means of recourse against mining pool operators if we determine the proportion of the reward paid out to us or American Bitcoin by the mining pool operator is incorrect, other than leaving the pool.
Additionally, laws, regulation, or other factors may prevent us from benefiting from the new asset even if there is a safe and practical way to custody and secure the new asset.
Additionally, laws, regulations, or other factors may prevent us or American Bitcoin from benefiting from the new asset even if there is a safe and practical way to custody and secure the new asset.
The continual upgrade and refresh of mining machines requires substantial capital investment, and we may face challenges in doing so on a timely basis based on the price and availability of new miners and our access to adequate capital resources.
The continual upgrade and refresh of mining machines requires substantial capital investment, and American Bitcoin may face challenges in doing so on a timely basis based on the price and availability of new miners and its access to adequate capital resources.
That is, the trading price of our common stock is subject to arbitrary pricing factors that are not necessarily associated with traditional factors that influence share prices or the value of non-digital assets such as revenue, cash flows, profitability, growth prospects, or business activity levels since the value and price, as determined by the investing public, may be influenced by future anticipated adoption or appreciation in value of Bitcoin, other digital assets, or Blockchains generally, factors over which we have little or no influence or control.
That is, the trading price of our common stock is subject to arbitrary pricing factors that are not necessarily associated with traditional factors that influence share prices or the value of non-digital assets such as revenue, cash flows, profitability, growth prospects, or business activity levels since the value and price, as determined by the investing public, may be influenced by future anticipated adoption or appreciation in value of high-performance computing or AI workloads, AI-driven data centers, Bitcoin, other digital assets, or other factors over which we have little or no influence or control.
Despite our efforts and processes in place to prevent them, our computer servers and systems may be vulnerable to cybersecurity risks, including denial-of-service attacks, physical or electronic break-ins, employee theft or misuse and similar disruptions from unauthorized tampering.
Despite our efforts and processes in place to prevent them, our computer servers and systems may be vulnerable to cybersecurity risks, including denial-of-service attacks, physical or electronic break-ins, social engineering attacks, including phishing and business email compromise, employee theft or misuse and similar disruptions from unauthorized tampering.
Even if there was no direct material impact on our business from such bankruptcies, we have been and may continue to be impacted indirectly.
Even if there was no direct material impact on our business from such bankruptcies, we have been and may continue to be impacted indirectly, including through American Bitcoin.
Among others, our Certificate of Incorporation and Bylaws include the following provisions: ● limitations on convening special stockholder meetings, which could make it difficult for our stockholders to adopt desired governance changes; ● advance notice procedures, which apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders; ● a prohibition on stockholder action by written consent, which means that our stockholders will only be able to take action at a meeting of stockholders; and ● a forum selection clause, which means certain litigation against us can only be brought in Delaware.
Among others, our Certificate of Incorporation and Bylaws include the following provisions: ● limitations on convening special stockholder meetings, which could make it difficult for our stockholders to adopt desired governance changes; ● advance notice procedures, which apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders; ● a prohibition on stockholder action by written consent, which means that our stockholders will only be able to take action at a meeting of stockholders; and ● a forum selection clause, which means certain litigation against us can only be brought in Delaware. 49 Table of Contents These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our management.
See “Risks Related to Our Capital Needs and Capital Strategy—We may be subject to additional risks associated with holding Bitcoin for our own account.” The cybersecurity regulatory landscape continues to evolve and compliance with the proposed reporting requirements could further complicate our ability to resolve cyberattacks.
See “Risks Related to Bitcoin—We may be subject to additional risks associated with holding Bitcoin for our and American Bitcoin’s account.” The cybersecurity regulatory landscape continues to evolve and compliance with the proposed reporting requirements could further complicate our ability to resolve cyberattacks.
We are an early-stage company currently and have a limited operating history. Although we have achieved profitable quarters in the past, we have not maintained consistent profitability from period to period, and no assurances can be made that we will achieve consistent profitability in the near future, if ever.
We are a growth-stage company currently and although we have achieved profitable quarters in the past, we have not maintained consistent profitability from period to period, and no assurances can be made that we will achieve consistent profitability in the near future, if ever.
Furthermore, we are dependent on the accuracy of the mining pool operators’ record keeping to accurately record the total processing power provided by us and other mining pool participants to the pool for a given Bitcoin mining application in order to assess the proportion of that total processing power we provided.
Furthermore, we and American Bitcoin are dependent on the accuracy of the mining pool operators’ record keeping and internal controls to prevent any fraud and to accurately record the total processing power provided by us, American Bitcoin, and other mining pool participants for a given Bitcoin mining application in order to assess the proportion of that total processing power we provided.
We and certain of our subsidiaries are party to various arrangements with lenders as described in more detail in this Annual Report, and we may become party to additional debt financing arrangements in the future. As of December 31, 2024, we had approximately $306.0 million of outstanding debt.
We and certain of our subsidiaries are party to various arrangements with lenders as described in more detail in this Annual Report, and we may become party to additional debt financing arrangements in the future. As of December 31, 2025, we had approximately $411.1 million of outstanding debt.
We cannot guarantee that our agreements with our employees, consultants, advisors, sublicensees and strategic partners restricting the disclosure and use of trade secrets, inventions and confidential information relating to our products, services or technology will provide meaningful protection.
We cannot guarantee that our agreements with our employees, consultants, advisors, sublicensees, and strategic partners restricting the disclosure and use of trade secrets, inventions, and confidential information relating to our products, services, or technology will provide meaningful protection for our intellectual property and other proprietary rights.
Recent developments in the cyber threat landscape include use of artificial intelligence (“AI”) and machine learning, as well as an increased number of cyber extortion and ransomware attacks, with the potential for higher ransom demand amounts and increasing sophistication and variety of ransomware techniques and methodology.
Recent developments in the cyber threat landscape include use of AI and machine learning, as well as an increased number of cyber extortion and ransomware attacks, with the potential for higher ransom demand amounts and increasing sophistication, using a variety of ransomware techniques and methodology.
Factors that may contribute to market price fluctuations of our common stock include the following: ● volatility in the price of Bitcoin; ● actual or anticipated fluctuations in our results of operations and/or future prospects; ● recommendations by securities research analysts; ● changes in the economic performance or market valuations of companies in the industry in which we operate; ● addition to or departure of our executive officers, directors, and/or other key personnel; ● sales or perceived sales of additional shares of our common stock; ● operating and financial performance that vary from the expectations of management, securities analysts, and investors; ● regulatory changes affecting our industry generally and our business and operations; ● announcements of developments and other material events by us or our competitors and related market expectations; ● fluctuations to the costs of vital products and services used by us in our business; ● changes in global financial markets, global economies, and/or general market conditions, such as interest rates; ● significant acquisitions or business combinations, strategic partnerships, joint ventures, or capital commitments by or involving us or our competitors; ● litigation or regulatory action against us; ● news reports, investor speculation, social media, chat rooms, rumors, and other methods of information dissemination concerning trends, concerns, technological, or competitive developments, regulatory matters, and other related issues regarding potential developments in our business, industry, or target markets; ● the level of short interest in our stock; and ● current and future global economic, political, and social conditions.
Factors that may contribute to market price fluctuations of our common stock include the following: ● actual or anticipated fluctuations in our results of operations and/or future prospects; ● recommendations by securities research analysts; ● changes in the economic performance or market valuations of companies in the industries in which we operate; ● actual or perceived changes in demand for AI, high-performance computing, or AI data center infrastructure, including expectations regarding capacity utilization, power availability, energy costs, customer concentration, technological change, and competition; ● actual or perceived changes in the value of our equity interest in American Bitcoin; ● volatility in the price of Bitcoin; ● addition to or departure of our executive officers, directors, and/or other key personnel; ● sales or perceived sales of additional shares of our common stock; ● operating and financial performance that vary from the expectations of management, securities analysts, and investors; ● regulatory changes affecting the industries in which we operate generally and our business and operations; ● announcements of developments and other material events by us or our competitors and related market expectations; ● fluctuations to the costs of vital products and services used by us in our business; ● changes in global financial markets, global economies, and/or general market conditions, such as interest rates; ● significant acquisitions or business combinations, strategic partnerships, joint ventures, or capital commitments by or involving us or our competitors; ● litigation or regulatory action against us; ● news reports, investor speculation, social media, chat rooms, rumors, and other methods of information dissemination concerning trends, concerns, technological, or competitive developments, regulatory matters, and other related issues regarding potential developments in our business, industries, or target markets; ● the level of short interest in our stock; and ● current and future global economic, political, and social conditions.
If we are unable to raise the additional capital needed to maintain our operations and execute on our growth initiatives, we may be less competitive in our industry and our business, financial condition, and results of operations may suffer, and the market price for our securities may be materially and adversely affected.
If we are unable to raise the additional capital needed to maintain our operations and execute on our growth initiatives, we may be unable to fulfill our customer and third-party obligations and may be less competitive in our industry such that our business, financial condition, and results of operations may suffer, and the market price for our securities may be materially and adversely affected.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe believe our team, boasting extensive experience and holding various industry-standard cybersecurity certifications, capably handles a wide range of complex cybersecurity demands, including assessments, operations, and remediation across the entire spectrum of cybersecurity challenges. Our internal and external security teams collaboratively spearhead our cybersecurity efforts, focusing on standards, policy creation and implementation, architecture, and processes.
Biggest changeWe believe our internal team and Security Advisory Partner, boasting extensive experience and holding various industry-standard cybersecurity certifications, capably handle a wide range of complex cybersecurity demands, including assessments, operations, and remediation across the spectrum of cybersecurity challenges.
Our process is designed to ensure that vendors presenting material technology or cybersecurity risks are subjected to a rigorous privacy and security review prior to engagement and monitored continuously for compliance with our stringent security standards. Despite the efforts and investments made, not all threats may be prevented.
Our process is designed to ensure that vendors presenting material technology or cybersecurity risks are subjected to a rigorous privacy and security review prior to engagement and thereafter monitored continuously for compliance with our stringent security standards. Despite the efforts and investments made, not all threats may be prevented.
Our Board or Audit Committee, as applicable, reviews this information and delivers strategic feedback, offers recommendations, and, when necessary, grants authorization or directs management to mitigate specific risk exposures. ​ 50 Table of Contents
Our Board or Audit Committee, as applicable, reviews this information and delivers strategic feedback, offers recommendations, and, when necessary, grants authorization or directs management to mitigate specific risk exposures. ​ 51 Table of Contents
It is designed to identify material risks and appropriate procedures for managing them and ensure that necessary disclosures are made promptly to uphold transparency and compliance with relevant regulations.
It is designed to identify material risks, and appropriate controls for managing them, and ensure that necessary disclosures are made promptly to uphold transparency and compliance with relevant regulations.
In addition, our Audit Committee is presented with information at its regularly scheduled and special meetings, including on risk and security posture, privacy, security initiatives and programs, and emerging conditions, and management provides more frequent, informal communications to the Board or Audit Committee between regularly scheduled meetings, as appropriate.
In addition, our Audit Committee is presented with information at its regularly scheduled and special meetings, including on risk and security posture, security initiatives and programs, and emerging conditions, and management may provide more frequent, informal communications to the Board or Audit Committee between regularly scheduled meetings, as appropriate.
We, our third-party suppliers, and our customers, along with other companies in our industry, have been subject to, and are likely to continue to be the target of, data breaches, cyber-attacks, and other similar incidents as discussed in more detail in “Risk Factors.” We have implemented a Vendor Due Diligence process to oversee and identify material risks, including cybersecurity threats, stemming from our engagement with third-party service providers.
We, our third-party suppliers, and our customers, along with other companies in our industry, have been subject to, and are likely to continue to be the target of, cyber-attacks, as discussed in more detail in “Risk Factors.” We have implemented a Third Party Risk Management process to oversee and identify material risks, including cybersecurity threats, stemming from our engagement with third-party service providers.
Item 1C. Cybersecurity Cybersecurity Risk Management and Strategy Given the inherent and growing risks of operating our business, we recognize the importance of incorporating, monitoring, and updating cybersecurity risk programs as part of operating, management, and governance practices.
Item 1C. Cybersecurity Cybersecurity Risk Management and Strategy Given the inherent and growing risks of operating our business, we recognize the importance of incorporating, monitoring, and updating cybersecurity risk programs as part of operating, management, and governance practices. Our Cybersecurity Program has been designed to monitor, manage, and mitigate our cybersecurity risks.
Our internal experts and external third-party advisors assess our security posture on a regular basis, and the results of those reviews are reported to our Risk Committee and other relevant members of senior management as well as to our Board.
Our internal team and Security Advisory Partner assess our security posture on a regular basis, and the results of those reviews are reported to members of senior management as well as to our Audit Committee, and where appropriate, our Board.
Our Incident Response Committee, which is comprised of our leaders in the areas of information security, information technology, legal, finance, privacy, and communications, is responsible for leading our response to cyber incidents. Our Cybersecurity Incident Response Plan outlines the processes by which management and our Board monitor, detect, assess, and resolve cyber incidents.
Our Incident Response Team, which is comprised of members of our IT and legal teams and our Security Advisory Partner, is responsible for leading our response to cyber incidents. Our Incident Response Plan outlines the processes by which we identify, report, investigate, contain, and remediate cybersecurity incidents.
Removed
Our Operations Risk Management Program has been designed to monitor and mitigate risks across our operations and assess cybersecurity risks related to customers, partners, and suppliers. Our Cybersecurity Program is an integral component of our Operations Risk Management Program.
Added
The supporting Cyber Security Policy establishes a cybersecurity framework by defining security responsibilities, access controls, data protection standards, and required technical safeguards to protect our systems, information, and assets. Our Cybersecurity Program and Policy are currently owned by our Chief Legal Officer and Corporate Secretary, working with our IT function.
Removed
It is currently owned by our Chief Legal Officer and Corporate Secretary and will be led by a Vice President of IT and Cybersecurity, a position we are actively recruiting for. We also benefit from the insights of external third-party advisors.
Added
In addition, we leverage the insights and expertise of our retained Security Advisory Partner, who provides strategic and technical guidance to our internal team and supplements our internal staffing to assist with day-to-day cybersecurity and related tasks.
Removed
Our Risk Committee, comprising senior executives and leaders from various departments, oversees and advises on technological risks confronting our business, including cybersecurity.
Added
Our Security Advisory Partner is responsible for the design and implementation of our information security strategy and works in conjunction with our internal team to collaboratively spearhead our cybersecurity efforts, focusing on standards, policy creation and implementation, architecture, and processes.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties We lease our corporate offices in Miami, Florida and Toronto, Ontario along with all our data centers across Canada and the United States related to our Compute and Digital Infrastructure business segments. We maintain various leases with respect to our Bitcoin mining sites and own the 1.9 acres of land on which the Salt Creek substation sits.
Biggest changeItem 2. Properties We lease our corporate offices in Miami, Florida and Toronto, Ontario and maintain various leases for our data centers across Canada and the United States related to our Compute and Digital Infrastructure business segments.
In the future, we may reassess our existing facilities or add new facilities as we further expand our operations. We believe suitable space will be available on commercially reasonable terms to meet our future needs.
We believe suitable space will be available on commercially reasonable terms to meet our future needs.
Removed
We also indirectly own four natural gas power plants in Ontario, Canada through an 80.1% interest in a joint venture entity, Far North Power Corp. (the “Far North JV”) in partnership with Macquarie. We believe our existing facilities are sufficient for our current needs.
Added
We own the 1.9 acres of land on which the Salt Creek substation sits and the 20 acres of land on which our Medicine Hat site sits. We also own 627 acres of land in West Feliciana Parish, Louisiana, 524 acres of land in Nueces County, Texas, and 7.2 acres of land in Batavia, Illinois.
Added
We believe our existing facilities are sufficient for our current needs. However, as part of our growth strategy, we continually evaluate opportunities to expand our development pipeline, including our portfolio of powered land. In the future, we may reassess our existing facilities or add new facilities as we further expand our operations.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeSee “Risk Factors—Risks Related to Certain Regulations and Laws, Including Tax Laws—We are involved in legal proceedings from time to time, which could adversely affect us.” ​ Item 4. Mine Safety Disclosures Not applicable. ​ 51 Table of Contents PART II
Biggest changeSee “Risk Factors—Risks Related to Certain Regulations and Laws, Including Tax Laws—We are involved in legal proceedings from time to time, which could adversely affect us.” ​ Item 4. Mine Safety Disclosures Not applicable. ​ 52 Table of Contents PART II

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeItem 4. Mine Safety Disclosures 51 ​ ​ PART II ​ ​ Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 52 Item 6. [Reserved] 52 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 53 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 76 Item 8.
Biggest changeItem 4. Mine Safety Disclosures 52 ​ ​ PART II ​ ​ Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 53 Item 6. [Reserved] 53 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 54 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 79 Item 8.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeUnregistered Sales of Equity Securities Except as previously reported in our Current Report on Form 8-K filed with the SEC on October 1, 2024, there were no unregistered sales of equity securities by us during the twelve months ended December 31, 2024.
Biggest changeUnregistered Sales of Equity Securities Except as previously reported in our Current Report on Form 8-K filed with the SEC on June 30, 2025, there were no unregistered sales of equity securities by us during the twelve months ended December 31, 2025.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information for Common Stock Our common stock is listed on Nasdaq and the Toronto Stock Exchange under the symbol “HUT.” Holders of Record As of February 28, 2025, there were 49 holders of record of our common stock.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information for Common Stock Our common stock is listed on Nasdaq and the Toronto Stock Exchange under the symbol “HUT.” Holders of Record As of February 23, 2026, there were 35 holders of record of our common stock.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeWe may also repair miners for third parties in exchange for a fee, as we have a fully equipped, MicroBT-certified repair center space at our Medicine Hat site. ​ 60 Table of Contents Results of Operations Twelve Months Ended December 31, 2024 and 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Twelve Months Ended ​ ​ ​ ​ December 31, ​ December 31, ​ ​ Increase (in USD thousands) 2024 2023 ​ (Decrease) Revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ Power ​ $ 56,602 ​ $ 22,794 ​ $ 33,808 Digital Infrastructure ​ ​ 17,482 ​ ​ 8,291 ​ ​ 9,191 Compute ​ ​ 80,701 ​ 64,851 ​ ​ 15,850 Other ​ ​ 7,600 ​ ​ 110 ​ ​ 7,490 Total revenue ​ 162,385 ​ 96,046 ​ ​ 66,339 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of revenue (exclusive of depreciation and amortization shown below): ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of revenue – Power ​ ​ 21,538 ​ ​ 7,263 ​ ​ 14,275 Cost of revenue – Digital Infrastructure ​ ​ 15,556 ​ ​ 4,321 ​ ​ 11,235 Cost of revenue – Compute ​ ​ 44,977 ​ ​ 42,592 ​ ​ 2,385 Cost of revenue – Other ​ ​ 4,584 ​ ​ 18 ​ ​ 4,566 Total cost of revenue ​ ​ 86,655 ​ ​ 54,194 ​ ​ 32,461 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating (income) expenses: ​ ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization ​ ​ 47,773 ​ ​ 17,537 ​ ​ 30,236 General and administrative expenses ​ ​ 72,917 ​ ​ 49,133 ​ ​ 23,784 Gains on digital assets ​ (509,337) ​ (32,626) ​ ​ (476,711) (Gain) loss on sale of property and equipment ​ ​ (634) ​ ​ 888 ​ ​ (1,522) Realized gain on sale of digital assets ​ ​ — ​ ​ (2,376) ​ ​ 2,376 Impairment of digital assets ​ ​ — ​ ​ 1,431 ​ ​ (1,431) Impairment – other ​ ​ 4,472 ​ ​ — ​ ​ 4,472 Legal settlement ​ ​ — ​ ​ (1,531) ​ ​ 1,531 Total operating (income) expenses ​ ​ (384,809) ​ ​ 32,456 ​ ​ (417,265) Operating income (loss) ​ ​ 460,539 ​ ​ 9,396 ​ ​ 451,143 ​ ​ ​ ​ ​ ​ ​ ​ ​ Other (expense) income: ​ ​ ​ ​ ​ ​ ​ ​ Foreign exchange (loss) gain ​ ​ (5,000) ​ ​ 1,002 ​ ​ (6,002) Interest expense ​ ​ (29,794) ​ ​ (24,933) ​ ​ (4,861) Gain on debt extinguishment ​ ​ 5,966 ​ ​ 23,683 ​ ​ (17,717) Gain on derivatives ​ ​ 6,780 ​ ​ — ​ ​ 6,780 Gain on bargain purchase ​ ​ 3,060 ​ ​ — ​ ​ 3,060 Equity in earnings of unconsolidated joint venture ​ 10,359 ​ 12,815 ​ ​ (2,456) Total other (expense) income ​ (8,629) ​ 12,567 ​ ​ (21,196) ​ ​ ​ ​ ​ ​ ​ ​ ​ Income from continuing operations before taxes ​ 451,910 ​ ​ 21,963 ​ ​ 429,947 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income tax provision ​ ​ (113,457) ​ ​ (190) ​ ​ (113,267) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income from continuing operations ​ $ 338,453 ​ $ 21,773 ​ $ 316,680 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Loss) income from discontinued operations (net of income tax benefit of $2.3 million and nil, respectively) ​ ​ (7,044) ​ ​ 77 ​ ​ (7,121) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ ​ 331,409 ​ ​ 21,850 ​ ​ 309,559 Less: Net loss attributable to non-controlling interests ​ ​ 473 ​ ​ — ​ ​ 473 Net income attributable to Hut 8 Corp. ​ $ 331,882 ​ $ 21,850 ​ $ 310,032 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 331,409 ​ $ 21,850 ​ $ 309,559 Other comprehensive loss: ​ ​ ​ ​ ​ ​ ​ ​ ​ Foreign currency translation adjustments ​ ​ (56,390) ​ ​ 10,761 ​ ​ (67,151) Total comprehensive income ​ ​ 275,019 ​ ​ 32,611 ​ ​ 242,408 Less: Comprehensive loss attributable to non-controlling interest ​ ​ 549 ​ ​ — ​ ​ 549 Comprehensive income attributable to Hut 8 Corp. ​ $ 275,568 ​ $ 32,611 ​ $ 242,957 ​ 61 Table of Contents Adjusted EBITDA reconciliation: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Twelve Months Ended ​ ​ ​ ​ December 31, ​ December 31, Increase (in USD thousands) ​ 2024 2023 (Decrease) Net income ​ $ 331,409 ​ $ 21,850 ​ $ 309,559 Interest expense ​ 29,794 ​ ​ 24,933 ​ ​ 4,861 Income tax provision ​ 113,457 ​ ​ 190 ​ ​ 113,267 Depreciation and amortization ​ 47,773 ​ ​ 17,537 ​ ​ 30,236 Gain on debt extinguishment ​ ​ (5,966) ​ ​ (23,683) ​ ​ 17,717 Gain on derivatives ​ ​ (6,780) ​ ​ — ​ ​ (6,780) Gain on bargain purchase ​ ​ (3,060) ​ ​ — ​ ​ (3,060) Share of unconsolidated joint venture depreciation and amortization (1) ​ 21,792 ​ ​ 21,016 ​ ​ 776 Foreign exchange loss (gain) ​ ​ 5,000 ​ ​ (1,002) ​ ​ 6,002 (Gain) loss on sale of property and equipment ​ ​ (634) ​ ​ 888 ​ ​ (1,522) Non-recurring transactions (2) ​ ​ (9,882) ​ ​ 10,513 ​ ​ (20,395) Impairment - other ​ ​ 4,472 ​ ​ — ​ ​ 4,472 Loss (income) from discontinued operations (net of income tax benefit of $2.3 million and nil, respectively) ​ ​ 7,044 ​ ​ (77) ​ ​ 7,121 Net loss attributable to non-controlling interests ​ ​ 473 ​ ​ — ​ ​ 473 Stock-based compensation expense ​ 20,783 ​ ​ 13,563 ​ ​ 7,220 Adjusted EBITDA ​ $ 555,675 ​ $ 85,728 ​ $ 469,947 (1) Net of the accretion of fair value differences of depreciable and amortizable assets included in equity in earnings of unconsolidated joint venture in the Consolidated Statements of Operations and Comprehensive Income (Loss) in accordance with ASC 323.
Biggest changeThese losses were partially offset by a tax benefit of $2.3 million. 66 Table of Contents Twelve Months Ended December 31, 2024 and 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Twelve Months Ended ​ ​ ​ ​ December 31, ​ ​ Increase (in USD thousands) ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ ​ ​ (Decrease) Revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ Power ​ $ 56,602 ​ $ 22,794 ​ $ 33,808 Digital Infrastructure ​ ​ 17,482 ​ ​ 8,291 ​ ​ 9,191 Compute ​ ​ 80,701 ​ 64,851 ​ ​ 15,850 Other ​ ​ 7,600 ​ ​ 110 ​ ​ 7,490 Total revenue ​ 162,385 ​ 96,046 ​ ​ 66,339 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of revenue (exclusive of depreciation and amortization shown below): ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of revenue – Power ​ ​ 21,538 ​ ​ 7,263 ​ ​ 14,275 Cost of revenue – Digital Infrastructure ​ ​ 15,556 ​ ​ 4,321 ​ ​ 11,235 Cost of revenue – Compute ​ ​ 44,977 ​ ​ 42,592 ​ ​ 2,385 Cost of revenue – Other ​ ​ 4,584 ​ ​ 18 ​ ​ 4,566 Total cost of revenue ​ ​ 86,655 ​ ​ 54,194 ​ ​ 32,461 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating (income) expenses: ​ ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization ​ ​ 47,773 ​ ​ 17,537 ​ ​ 30,236 General and administrative expenses ​ ​ 72,917 ​ ​ 49,133 ​ ​ 23,784 Gain on digital assets ​ ​ (509,337) ​ (32,626) ​ ​ (476,711) (Gain) loss on sale of property and equipment ​ ​ (634) ​ ​ 888 ​ ​ (1,522) Realized gain on sale of digital assets ​ ​ — ​ ​ (2,376) ​ ​ 2,376 Impairment of digital assets ​ ​ — ​ ​ 1,431 ​ ​ (1,431) Impairment – other ​ ​ 4,472 ​ ​ — ​ ​ 4,472 Legal settlement ​ ​ — ​ (1,531) ​ ​ 1,531 Total operating (income) ​ ​ (384,809) ​ ​ 32,456 ​ ​ (417,265) Operating income ​ ​ 460,539 ​ ​ 9,396 ​ ​ 451,143 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other (expense) income: ​ ​ ​ ​ ​ ​ ​ ​ Foreign exchange gain (loss) ​ ​ (5,000) ​ ​ 1,002 ​ ​ (6,002) Interest expense ​ ​ (29,794) ​ ​ (24,933) ​ ​ (4,861) Gain on debt extinguishment ​ ​ 5,966 ​ ​ 23,683 ​ ​ (17,717) Gain on derivatives ​ ​ 6,780 ​ ​ — ​ ​ 6,780 Gain on bargain purchase ​ ​ 3,060 ​ ​ — ​ ​ 3,060 Equity in earnings of unconsolidated joint venture ​ 10,359 ​ 12,815 ​ ​ (2,456) Total other (expense) income ​ (8,629) ​ 12,567 ​ ​ (21,196) ​ ​ ​ ​ ​ ​ ​ ​ ​ Income from continuing operations before taxes ​ ​ 451,910 ​ ​ 21,963 ​ ​ 429,947 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income tax provision ​ ​ (113,457) ​ ​ (190) ​ ​ (113,267) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income from continuing operations ​ $ 338,453 ​ $ 21,773 ​ $ 316,680 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Loss) income from discontinued operations (net of income tax benefit of $2.3 million and nil, respectively) ​ ​ (7,044) ​ ​ 77 ​ ​ (7,121) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ ​ 331,409 ​ ​ 21,850 ​ ​ 309,559 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Less: Net loss attributable to non-controlling interests ​ ​ 473 ​ ​ — ​ ​ 473 Net income attributable to Hut 8 Corp. ​ $ 331,882 ​ $ 21,850 ​ $ 310,032 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 331,409 ​ $ 21,850 ​ $ 309,559 Other comprehensive income (loss): ​ ​ ​ ​ ​ ​ ​ ​ ​ Foreign currency translation adjustments ​ ​ (56,390) ​ ​ 10,761 ​ ​ (67,151) Total comprehensive income ​ ​ 275,019 ​ ​ 32,611 ​ ​ 242,408 Less: Comprehensive income (loss) attributable to non-controlling interest ​ ​ 549 ​ ​ — ​ ​ 549 Comprehensive income attributable to Hut 8 Corp. ​ $ 275,568 ​ $ 32,611 ​ $ 242,957 ​ 67 Table of Contents Adjusted EBITDA reconciliation: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Twelve Months Ended ​ ​ ​ ​ ​ ​ ​ December 31, Increase (in USD thousands) ​ 2024 ​ ​ ​ 2023 ​ ​ ​ ​ (Decrease) Net income ​ $ 331,409 ​ $ 21,850 ​ $ 309,559 Interest expense ​ 29,794 ​ ​ 24,933 ​ ​ 4,861 Income tax provision ​ 113,457 ​ ​ 190 ​ ​ 113,267 Depreciation and amortization ​ 47,773 ​ ​ 17,537 ​ ​ 30,236 Share of unconsolidated joint venture depreciation, amortization, net of basis adjustments (1) ​ 21,792 ​ ​ 21,016 ​ ​ 776 Foreign exchange (gain) loss ​ ​ 5,000 ​ ​ (1,002) ​ ​ 6,002 (Gain) loss on sale of property and equipment ​ ​ (634) ​ ​ 888 ​ ​ (1,522) Gain on debt extinguishment ​ ​ (5,966) ​ ​ (23,683) ​ ​ 17,717 Gain on derivatives ​ ​ (6,780) ​ ​ — ​ ​ (6,780) Gain on bargain purchase ​ ​ (3,060) ​ ​ — ​ ​ ​ Non-recurring transactions (2) ​ ​ (9,882) ​ ​ 10,513 ​ ​ (20,395) Impairment - other ​ ​ 4,472 ​ ​ — ​ ​ ​ Loss from discontinued operations (net of income tax benefit of $2.3 million and nil, respectively) ​ ​ 7,044 ​ ​ (77) ​ ​ 7,121 (Income) loss attributable to non-controlling interests ​ ​ 473 ​ ​ — ​ ​ 473 Stock-based compensation expense ​ 20,783 ​ ​ 13,563 ​ ​ 7,220 Adjusted EBITDA ​ $ 555,675 ​ $ 85,728 ​ $ 469,947 (1) Net of the accretion of fair value differences of depreciable and amortizable assets included in equity in earnings of unconsolidated joint venture in the Consolidated Statements of Operations and Comprehensive Income (Loss) in accordance with ASC 323.
The price of Bitcoin as of December 31, 2024 was approximately $93,354 compared to $42,288 as of December 31, 2023. Other expense Other expense was $8.6 million for the twelve months ended December 31, 2024, compared to other income of $12.6 million for the twelve months ended December 31, 2023.
The price of Bitcoin as of December 31, 2024 was approximately $93,354 compared to $42,288 as of December 31, 2023. Other expense (income) Other expense was $8.6 million for the twelve months ended December 31, 2024 compared to other income of $12.6 million for the twelve months ended December 31, 2023.
Income tax Our income tax provision was $113.5 million and $0.2 million for the twelve months ended December 31, 2024 and 2023, respectively.
Income tax provision Our income tax provision was $113.5 million and $0.2 million for the twelve months ended December 31, 2024 and 2023, respectively.
Other revenue for the six months ended December 31, 2023 consisted of $0.1 million in Equipment Repair services revenue. Other revenue for the six months ended December 31, 2022 consisted of $3.6 million in Equipment Sales.
Other revenue for the six months ended December 31, 2023 consisted of $0.1 million in equipment repair services revenue. Other revenue for the six months ended December 31, 2022 consisted of $3.6 million in equipment sales revenue.
Income tax Our income tax benefit was $0.4 million and $1.8 million for the six months ended December 31, 2023 and 2022, respectively.
Income tax benefit Our income tax benefit was $0.4 million and $1.8 million for the six months ended December 31, 2023 and 2022, respectively.
The King Mountain JV has 280 MW of self-mining and hosting operations located behind-the-meter at a wind farm in McCamey, Texas.
The King Mountain JV has 280 MW of behind-the-meter self-mining and hosting operations located at a wind farm in McCamey, Texas.
This $23.8 million increase was primarily driven by (i) a $10.6 million increase in salary and benefits due to twelve months of combined company expenses in 2024 compared to one month of combined company expenses in 2023 (our number of employees increased from 108 employees as of November 30, 2023, the date of the Business Combination, to 220 employees as of December 31, 2024), (ii) a $7.2 million increase in stock-based compensation due to new restricted stock unit and performance stock unit grants to retain and incentivize our talent, partially offset by no restricted stock award activity in 2024 compared to $8.5 million of restricted stock activity in 2023, (iii) a $3.9 million increase in restructuring expenses related to the Business Combination and, (iv) a $1.9 million increase in costs related to Far North acquisition.
This $23.8 million increase was primarily driven by (i) a $10.6 million increase in salary and benefits due to twelve months of combined company expenses in 2024 compared to one month of combined company expenses in 2023 (our number of employees increased from 108 employees as of November 30, 2023, the date of the Business Combination, to 220 employees as of December 31, 2024), (ii) a $7.2 million increase in stock-based compensation due to new restricted stock unit and performance stock unit grants to retain and incentivize our talent, partially offset by no restricted stock award activity in 2024 compared to $8.5 million of restricted stock activity in 2023, (iii) a $3.9 million increase in restructuring expenses related to the Business Combination, and (iv) a $1.9 million increase in costs related to Far North JV acquisition.
These increases were partially offset by (i) a $7.3 million gain on derivatives due to an increase in the mark-to-market value of our call options and Bitcoin redemption option, and (ii) a $3.1 million gain on bargain purchase related to the Far North acquisition driven by the fair value of the net assets acquired being greater than the consideration transferred.
These increases were partially offset by (i) a $7.3 million gain on derivatives due to an increase in the mark-to-market value of our call options and Bitcoin redemption option, and (ii) a $3.1 million gain on bargain purchase related to the Far North JV acquisition driven by the fair value of the net assets acquired being greater than the consideration transferred.
This $113.3 million increase was primarily due to $93.0M in deferred taxes related to the gain on the fair value of our Bitcoin holdings, in addition to higher taxable income for the twelve months ended December 31, 2024. ​ 64 Table of Contents Six Months Ended December 31, 2023 and 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Six Months Ended ​ ​ ​ ​ December 31, ​ December 31, ​ ​ Increase (in USD thousands) 2023 2022 ​ (Decrease) Revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ Power ​ $ 12,595 ​ $ 2,600 ​ $ 9,995 Digital Infrastructure ​ ​ 5,817 ​ ​ 14,006 ​ ​ (8,189) Compute ​ ​ 41,347 ​ 25,744 ​ ​ 15,603 Other ​ ​ 110 ​ ​ 3,635 ​ ​ (3,525) Total revenue ​ 59,869 ​ 45,985 ​ ​ 13,884 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of revenue (exclusive of depreciation and amortization shown below): ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of revenue – Power ​ ​ 3,366 ​ ​ 1,063 ​ ​ 2,303 Cost of revenue – Digital Infrastructure ​ ​ 4,276 ​ ​ 400 ​ ​ 3,876 Cost of revenue – Compute ​ ​ 26,040 ​ ​ 23,193 ​ ​ 2,847 Cost of revenue – Other ​ ​ 18 ​ ​ 3,112 ​ ​ (3,094) Total cost of revenue ​ ​ 33,700 ​ ​ 27,768 ​ ​ 5,932 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating expenses (income): ​ ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization ​ ​ 10,569 ​ ​ 11,811 ​ ​ (1,242) General and administrative expenses ​ ​ 37,547 ​ ​ 10,609 ​ ​ 26,938 Gains on digital assets ​ ​ (32,626) ​ — ​ ​ (32,626) Loss on sale of property and equipment ​ ​ 443 ​ — ​ ​ 443 Realized gain on sale of digital assets ​ — ​ (2,201) ​ ​ 2,201 Impairment of digital assets ​ ​ — ​ ​ 2,272 ​ ​ (2,272) Impairment of long-lived assets ​ ​ — ​ ​ 63,574 ​ ​ (63,574) Total operating expenses (income) ​ ​ 15,933 ​ ​ 86,065 ​ ​ (70,132) Operating income (loss) ​ ​ 10,236 ​ ​ (67,848) ​ ​ 78,084 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other income (expense): ​ ​ ​ ​ ​ ​ ​ ​ Foreign exchange gain ​ ​ 1,002 ​ ​ — ​ ​ 1,002 Interest expense ​ ​ (11,701) ​ ​ (14,703) ​ ​ 3,002 Equity in earnings (losses) of unconsolidated joint venture ​ 6,173 ​ (510) ​ ​ 6,683 Total other expense ​ (4,526) ​ (15,213) ​ ​ 10,687 ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (loss) from continuing operations before taxes ​ $ 5,710 ​ ​ (83,061) ​ ​ 88,771 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income tax benefit ​ ​ 421 ​ ​ 1,808 ​ ​ (1,387) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) from continuing operations ​ $ 6,131 ​ ​ (81,253) ​ ​ 87,384 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income from discontinued operations (net of income tax of nil and nil, respectively) ​ ​ 77 ​ ​ — ​ ​ 77 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) ​ ​ 6,208 ​ ​ (81,253) ​ ​ 87,461 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other comprehensive income: ​ ​ ​ ​ ​ ​ ​ ​ ​ Foreign currency translation adjustments ​ ​ 10,761 ​ ​ — ​ ​ 10,761 Total comprehensive income (loss) ​ $ 16,969 ​ $ (81,253) ​ $ 98,222 ​ 65 Table of Contents Adjusted EBITDA reconciliation: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Six Months Ended ​ ​ ​ ​ December 31, ​ December 31, Increase (in USD thousands) ​ 2023 2022 (Decrease) Net Income (loss) ​ $ 6,208 ​ $ (81,253) ​ $ 87,461 Interest expense ​ 11,701 ​ ​ 14,703 ​ ​ (3,002) Income tax benefit ​ (421) ​ ​ (1,808) ​ ​ 1,387 Depreciation and amortization ​ 10,569 ​ ​ 11,811 ​ ​ (1,242) Share of unconsolidated joint venture depreciation and amortization (1) ​ 10,503 ​ ​ 2,540 ​ ​ 7,963 Foreign exchange gain ​ ​ (1,002) ​ ​ — ​ ​ (1,002) Loss on sale of property and equipment ​ ​ 443 ​ ​ — ​ ​ 443 Non-recurring transactions (2) ​ ​ 12,044 ​ ​ — ​ ​ 12,044 Impairment of long-lived assets ​ ​ — ​ ​ 63,574 ​ ​ (63,574) Income from discontinued operations (net of income tax of nil and nil, respectively) ​ ​ (77) ​ ​ — ​ ​ (77) Stock-based compensation expense ​ 12,216 ​ ​ 3,263 ​ ​ 8,953 Adjusted EBITDA ​ $ 62,184 ​ $ 12,830 ​ $ 49,354 (1) Net of the accretion of fair value differences of depreciable and amortizable assets included in equity in earnings of unconsolidated joint venture in the Consolidated Statements of Operations and Comprehensive Income (Loss) in accordance with ASC 323.
This $113.3 million increase was primarily due to $93.0 million in deferred taxes related to the gain on the fair value of our Bitcoin holdings, in addition to higher taxable income for the twelve months ended December 31, 2024. 70 Table of Contents ​ Six Months Ended December 31, 2023 and 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Six Months Ended ​ ​ ​ ​ December 31, ​ ​ Increase (in USD thousands) ​ ​ ​ 2023 ​ ​ ​ 2022 ​ ​ ​ ​ (Decrease) Revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ Power ​ $ 12,595 ​ $ 2,600 ​ $ 9,995 Digital Infrastructure ​ ​ 5,817 ​ ​ 14,006 ​ ​ (8,189) Compute ​ ​ 41,347 ​ 25,744 ​ ​ 15,603 Other ​ ​ 110 ​ ​ 3,635 ​ ​ (3,525) Total revenue ​ 59,869 ​ 45,985 ​ ​ 13,884 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of revenue (exclusive of depreciation and amortization shown below): ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of revenue – Power ​ ​ 3,366 ​ ​ 1,063 ​ ​ 2,303 Cost of revenue – Digital Infrastructure ​ ​ 4,276 ​ ​ 400 ​ ​ 3,876 Cost of revenue – Compute ​ ​ 26,040 ​ ​ 23,193 ​ ​ 2,847 Cost of revenue – Other ​ ​ 18 ​ ​ 3,112 ​ ​ (3,094) Total cost of revenue ​ ​ 33,700 ​ ​ 27,768 ​ ​ 5,932 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating expenses (income): ​ ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization ​ ​ 10,569 ​ ​ 11,811 ​ ​ (1,242) General and administrative expenses ​ ​ 37,547 ​ ​ 10,609 ​ ​ 26,938 Gain on digital assets ​ ​ (32,626) ​ — ​ ​ (32,626) Loss on sale of property and equipment ​ ​ 443 ​ — ​ ​ 443 Realized gain on sale of digital assets ​ ​ — ​ ​ (2,201) ​ ​ 2,201 Impairment of digital assets ​ ​ — ​ ​ 2,272 ​ ​ (2,272) Impairment of long-lived assets ​ ​ — ​ ​ 63,574 ​ ​ (63,574) Total operating expense (income) ​ ​ 15,933 ​ ​ 86,065 ​ ​ (70,132) Operating income (expense) ​ ​ 10,236 ​ ​ (67,848) ​ ​ 78,084 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other income (expense): ​ ​ ​ ​ ​ ​ ​ ​ Foreign exchange gain ​ ​ 1,002 ​ ​ — ​ ​ 1,002 Interest expense ​ ​ (11,701) ​ ​ (14,703) ​ ​ 3,002 Equity in earnings (loss) of unconsolidated joint venture ​ 6,173 ​ (510) ​ ​ 6,683 Total other expense ​ (4,526) ​ (15,213) ​ ​ 10,687 ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (loss) from continuing operations before taxes ​ ​ 5,710 ​ ​ (83,061) ​ ​ 88,771 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income tax benefit ​ ​ 421 ​ ​ 1,808 ​ ​ (1,387) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) from continuing operations ​ $ 6,131 ​ $ (81,253) ​ $ 87,384 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income from discontinued operations (net of income tax of nil and nil, respectively) ​ ​ 77 ​ ​ — ​ ​ 77 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) ​ $ 6,208 ​ $ (81,253) ​ $ 87,461 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other comprehensive income: ​ ​ ​ ​ ​ ​ ​ ​ ​ Foreign currency translation adjustments ​ ​ 10,761 ​ ​ — ​ ​ 10,761 Total comprehensive income (loss) ​ $ 16,969 ​ $ (81,253) ​ $ 98,222 ​ ​ 71 Table of Contents Adjusted EBITDA reconciliation: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Six Months Ended ​ ​ ​ ​ ​ ​ ​ December 31, Increase (in USD thousands) ​ 2023 ​ ​ ​ 2022 ​ ​ ​ ​ (Decrease) Net income (loss) ​ $ 6,208 ​ $ (81,253) ​ $ 87,461 Interest expense ​ 11,701 ​ ​ 14,703 ​ ​ (3,002) Income tax benefit ​ (421) ​ ​ (1,808) ​ ​ 1,387 Depreciation and amortization ​ 10,569 ​ ​ 11,811 ​ ​ (1,242) Share of unconsolidated joint venture depreciation, amortization, net of basis adjustments (1) ​ 10,503 ​ ​ 2,540 ​ ​ 7,963 Foreign exchange gain ​ ​ (1,002) ​ ​ — ​ ​ (1,002) Losses on sale of property and equipment ​ ​ 443 ​ ​ — ​ ​ 443 Non-recurring transactions (2) ​ ​ 12,044 ​ ​ — ​ ​ 12,044 Impairment of long-lived assets ​ ​ — ​ ​ 63,574 ​ ​ ​ Income from discontinued operations (net of income tax benefit of nil and nil, respectively) ​ ​ (77) ​ ​ — ​ ​ (77) Stock-based compensation expense ​ 12,216 ​ ​ 3,263 ​ ​ 8,953 Adjusted EBITDA ​ $ 62,184 ​ $ 12,830 ​ $ 49,354 ​ (1) Net of the accretion of fair value differences of depreciable and amortizable assets included in equity in earnings of unconsolidated joint venture in the Consolidated Statements of Operations and Comprehensive Income (Loss) in accordance with ASC 323.
This $4.6 million increase was primarily driven by (i) a $4.5 million increase in Equipment Sales costs as a result of the increased volume of equipment sold, and (ii) $0.1 million in costs related to our Equipment Repair service. 63 Table of Contents ​ Depreciation and Amortization Depreciation and amortization expense was $47.8 million and $17.5 million for the twelve months ended December 31, 2024 and 2023, respectively.
This $4.6 million increase was primarily driven by (i) a $4.5 million increase in equipment sales costs as a result of the increased volume of equipment sold, and (ii) $0.1 million in costs related to our equipment repair service. 69 Table of Contents Depreciation and amortization Depreciation and amortization expense was $47.8 million and $17.5 million for the twelve months ended December 31, 2024 and 2023, respectively.
The increase in G&A expenses was driven by (i) a $9.0 million increase in stock-based compensation due to certain stock options granted and restricted stock awards that were accelerated upon the closing of the Business Combination and certain stock options and restricted stock awards that were issued and immediately vested before the closing of the Business Combination, (ii) a $3.7 million increase in salary and benefit costs due to the headcount increasing from 49 to 208 employees as part of the Business Combination and to support the Company’s growth, and (iii) a $9.6 million sales tax provision from a non-recurring state tax accrual related to a facility build out in Texas.
The increase in G&A expenses was driven by (i) a $9.0 million increase in stock-based compensation due to certain stock options granted and restricted stock awards that were accelerated upon the closing of the Business Combination and certain stock options and restricted stock awards that were issued and immediately vested before the closing of the Business Combination, (ii) a $3.7 million increase in salary and benefit costs due to the headcount increasing from 49 to 208 employees as part of the Business Combination and to support the our growth, and (iii) a $9.6 million sales tax provision from a non-recurring state tax accrual related to a facility build out.
The increase in costs is attributable to the full six months of activity in the 2023 period compared to only two months of activity related to Managed Services in the 2022 period.
The increase in costs is primarily attributable to the full six months of activity in the 2023 period compared to only two months of activity related to Managed Services in the 2022 period.
Other Other revenue was $7.6 million and nil for the twelve months ended December 31, 2024 and 2023, respectively. This increase was primarily driven by (i) a $7.4 million increase in Equipment Sales revenue, reflecting higher demand for mining-related infrastructure, and (ii) a $0.2 million increase in Equipment Repair services revenue.
Other Other revenue was $7.6 million and nil for the twelve months ended December 31, 2024 and 2023, respectively. This increase was primarily driven by (i) a $7.4 million increase in Equipment Sales revenue, reflecting higher demand for mining-related infrastructure, and (ii) a $0.2 million increase in Equipment Repair service revenue.
Increased difficulty reduces the mining proceeds of the equipment proportionally and eventually requires Bitcoin miners like us to upgrade their equipment to remain profitable and compete effectively with other miners. Conversely, a decline in network hashrate results in a decrease in difficulty, increasing mining proceeds and profitability.
Increased difficulty reduces the mining proceeds of the equipment proportionally and eventually requires Bitcoin miners like American Bitcoin, to upgrade their equipment to remain profitable and compete effectively with other miners. Conversely, a decline in network hashrate results in a decrease in difficulty, increasing mining proceeds and profitability.
This $9.2 million increase was primarily driven by (i) a $5.2 million increase in CPU Colocation revenue, reflecting a full year of revenue recognition following the Business Combination, and (ii) a $4.0 million increase in cost reimbursements related to the Ionic colocation agreement. 62 Table of Contents Compute Compute revenue was $80.7 million and $64.9 million for the twelve months ended December 31, 2024 and 2023, respectively.
This $9.2 million increase was primarily driven by (i) a $5.2 million increase in CPU infrastructure revenue, reflecting a full year of revenue recognition following the Business Combination, and (ii) a $4.0 million increase in cost reimbursements related to the Ionic colocation agreement. ​ 68 Table of Contents Compute Compute revenue was $80.7 million and $64.9 million for the twelve months ended December 31, 2024 and 2023, respectively.
These increases were partially offset by $4.1 million decrease in Bitcoin Mining costs due to fleet relocation from higher cost hosted to lower cost self-mining sites and the deployment of Reactor, our proprietary energy curtailment software. Other Other cost of revenue was $4.6 million and nil for the twelve months ended December 31, 2024 and 2023, respectively.
These increases were partially offset by $4.1 million decrease in ASIC Compute costs due to fleet relocation from higher cost hosted to lower cost self-mining sites and the deployment of Reactor, our proprietary energy curtailment software . Other Other cost of revenue was $4.6 million and nil for the twelve months ended December 31, 2024 and 2023, respectively.
This was partially offset by a decrease of approximately 29 Bitcoin mined, exclusive of our net share of the King Mountain JV, period over period due to increased Bitcoin network difficulty. 66 Table of Contents Other Other revenue was $0.1 million and $3.6 million for the six months ended December 31, 2023 and 2022, respectively.
This was partially offset by a decrease of approximately 29 Bitcoin mined, exclusive of our net share of the King Mountain JV, period over period due to increased Bitcoin network difficulty. Other Other revenue was $0.1 million and $3.6 million for the six months ended December 31, 2023 and 2022, respectively.
Block reward and halving The current Bitcoin reward for solving a block is 3.125 Bitcoin. The Bitcoin network is programmed such that the Bitcoin block reward is halved every 210,000 blocks mined, or approximately every four years due to the Halving.
Block reward and halving The current Bitcoin reward for solving a block is 3.125 Bitcoin. The Bitcoin network is programmed such that the Bitcoin block reward is halved every 210,000 blocks mined, or approximately every four years.
Cash flows are generated through a fee structure that is typically fixed based on power capacity under management, with reimbursement of passthrough costs. In addition to the fixed fee, under certain agreements, further cash flows may be driven from incentive bonuses and certain energy management services.
Cash flows in our Managed Services business are generated through a fee structure that is typically fixed based on power capacity under management, with reimbursement of passthrough costs. In addition to the fixed fee, under certain agreements, further cash flows may be driven from incentive bonuses and certain energy management services.
We use Adjusted EBITDA to assess the King Mountain JV’s financial performance because it allows us to compare the operating performance on a consistent basis across periods by removing the effects of the King Mountain JV’s capital structure. ​ 72 Table of Contents Net income (loss) is the GAAP measure most directly comparable to Adjusted EBITDA.
We use Adjusted EBITDA to assess the King Mountain JV’s financial performance because it allows us to compare the operating performance on a consistent basis across periods by removing the effects of the King Mountain JV’s capital structure. ​ Net income (loss) is the GAAP measure most directly comparable to Adjusted EBITDA.
Managed Services Our Managed Services business provides institutional partners with an end-to-end partnership model for energy infrastructure development, including: ● Project inception : site design, procurement, and construction management; 58 Table of Contents ● Project operationalization : software automation, process design, personnel hiring, and team training; ● Revenue management : utilities contracts, hosting operations, and customer management; ● Project optimization : energy portfolio optimization and strategic initiatives; and/or ● Compliance and reporting : finance, accounting, and safety.
Managed Services Our Managed Services business provides institutional partners with an end-to-end partnership model for energy infrastructure development, including: ● Project inception : site design, procurement, and construction management; ● Project operationalization : software automation, process design, personnel hiring, and team training; ● Revenue management : utilities contracts, hosting operations, and customer management; ● Project optimization : energy portfolio optimization and strategic initiatives; and/or ● Compliance and reporting : finance, accounting, and safety.
We receive Bitcoin rewards from our mining activity through third-party mining pool operators, which allow miners to combine their processing power, increasing their chances of solving a block and getting paid by the network. We provide computing power to mining pools, which use this computing power to operate nodes and validate blocks on the blockchain.
Bitcoin rewards are received from mining activity through third-party mining pool operators, which allow miners to combine their processing power, increasing their chances of solving a block and getting paid by the network. We provide computing power to mining pools, which use this computing power to operate nodes and validate blocks on the blockchain.
Risk Factors.” See also “Cautionary Statement Regarding Forward-Looking Statements.” Our historical results are not necessarily indicative of the results that may be expected for any period in the future. ​ Business Overview Hut 8 is an energy infrastructure platform that integrates power, digital infrastructure, and compute at scale to fuel next-generation, energy-intensive use cases such as Bitcoin Mining and HPC.
Risk Factors.” See also “Cautionary Statement Regarding Forward-Looking Statements.” Our historical results are not necessarily indicative of the results that may be expected for any period in the future. ​ Business Overview Hut 8 is an energy infrastructure platform that integrates power, digital infrastructure, and compute at scale to fuel next-generation, energy-intensive use cases.
See Note 10. Investment in unconsolidated joint venture of the consolidated financial statements included elsewhere in this Annual Report for further detail.
See Note 11. Investment in unconsolidated joint venture of the consolidated financial statements included elsewhere in this Annual Report for further detail.
This $33.8 million increase was primarily driven by (i) a $13.5 million contract termination fee received from MARA, (ii) a $11.4 million increase in electricity sales related to Far North, which we acquired in February 2024, and (iii) a $8.9 million increase in Managed Services revenue related to the Ionic Managed Services agreement, which was entered into during January 2024 and terminated effective December 2024.
This $33.8 million increase was primarily driven by (i) a $13.5 million contract termination fee received from MARA, (ii) a $11.4 million increase in electricity sales through the Far North JV assets, which we acquired in February 2024, and (iii) an $8.9 million increase in Managed Services revenue related to the managed services agreement with Ionic, which was entered into during January 2024 and terminated effective December 2024.
This $14.2 million increase was primarily driven by (i) a $12.8 million increase in cost of revenue related to Far North, which was acquired in February 2024, and (ii) a $1.4 million increase in operating costs related to the Ionic Managed Services agreement, which was terminated effective December 2024.
This $14.2 million increase was primarily driven by (i) a $12.8 million increase in cost of revenue related to the Far North JV assets, which were acquired in February 2024, and (ii) a $1.4 million increase in operating costs related to the managed services agreement with Ionic, which was terminated effective December 2024.
This $30.3 million increase was primarily driven by (i) higher depreciation from assets acquired in the Business Combination as we recognized twelve months of combined company depreciation in 2024 compared to one month of combined company depreciation in 2023, (ii) depreciation related to the Far North transaction, which was completed in February 2024, (iii) depreciation as a result of the development of the Salt Creek site, which went live in April 2024, and (iv) depreciation from the newly acquired assets related to GPU-as-a-Service operations.
This $30.3 million increase was primarily driven by (i) higher depreciation from assets acquired in the Business Combination as we recognized twelve months of combined company depreciation in 2024 compared to one month of combined company depreciation in 2023, (ii) depreciation related to the Far North JV transaction, which was completed in February 2024, (iii) depreciation as a result of the development of the Salt Creek site, which went live in April 2024, and (iv) depreciation from the newly acquired assets related to our AI Cloud operations.
Financing Activities Net cash provided by financing activities was $311.9 million for the twelve months ended December 31, 2024, primarily consisting of $150.0 million in proceeds from notes payable, $162.0 million in net proceeds from the issuance of common stock through our 2024 ATM, and $22.2 million in proceeds from covered call options premiums.
Net cash provided by financing activities was $311.9 million for the twelve months ended December 31, 2024, primarily consisting of (i) $150.0 million in net proceeds from notes payable from the Coatue note, (ii) $162.0 million in net proceeds from the issuance of common stock through our 2024 ATM, and (iii) $22.2 million in net proceeds from covered call options premiums.
Loans and note payable to the consolidated financial statements found elsewhere in this Annual Report for additional information on the King Mountain JV and TZRC Secured Promissory Note.
Loans, notes payable, and other financial liabilities to the consolidated financial statements found elsewhere in this Annual Report for additional information on the King Mountain JV and TZRC Secured Promissory Note.
See Note 10. Investment in unconsolidated joint venture of the Consolidated Financial Statements for further detail.
See Note 11. Investment in unconsolidated joint venture of the Consolidated Financial Statements for further detail.
This $15.8 million increase was primarily driven by (i) a $7.3 million increase in Bitcoin Mining revenue, largely due to an increase in the average revenue per Bitcoin mined from $30,398 to $60,436, partially offset by a decrease in Bitcoin mined, due to an increase in network difficulty and the Halving event (we mined 1,184 Bitcoin during the twelve months ended December 31, 2024 versus 2,138 Bitcoin mined during the twelve months ended December 31, 2023), (ii) a $6.7 million increase in recurring Data Center Cloud revenue, reflecting a full year of Data Center Cloud operations during twelve months ended December 31, 2024 compared to one month of Data Center Cloud operations following the Business Combination, and (iii) a $1.8 million contribution from our GPU-as-a-Service offering, which launched in September 2024.
This $15.8 million increase was primarily driven by (i) a $7.3 million increase in ASIC Compute revenue, largely due to an increase in the average revenue per Bitcoin mined from $30,398 to $60,436, partially offset by a decrease in Bitcoin mined, due to an increase in network difficulty and the Halving event (we mined 1,184 Bitcoin during the twelve months ended December 31, 2024 versus 2,138 Bitcoin mined during the twelve months ended December 31, 2023), (ii) a $6.7 million increase in recurring Traditional Cloud revenue, reflecting a full year of Traditional Cloud operations during twelve months ended December 31, 2024 compared to one month of Traditional Cloud operations following the Business Combination, and (iii) a $1.8 million contribution from our AI Cloud offering, which launched in September 2024.
G&A expenses for the six months ended December 31, 2023 also include one-time transaction costs of $2.4 million primarily related to the Business Combination. 67 Table of Contents Gains on digital assets Gains on digital assets was $32.6 million and nil for the six months ended December 31, 2023 and 2022, respectively.
G&A expenses for the six months ended December 31, 2023 also include one-time transaction costs of $2.4 million primarily related to the Business Combination. Gains on digital assets Gains on digital assets were $32.6 million and nil for the six months ended December 31, 2023 and 2022, respectively.
This $11.2 million increase was primarily driven by (i) a $7.5 million increase in colocation-related costs as a result of eleven months of costs related to the Ionic colocation agreement during 2024 compared to five months of costs during 2023, and (ii) a $3.8 million increase in cost of sales related to CPU Colocation operations, including rent, electricity, and connectivity costs.
This $11.2 million increase was primarily driven by (i) a $7.5 million increase in colocation-related costs as a result of eleven months of costs related to the Ionic colocation agreement during 2024 compared to five months of costs during 2023, and (ii) a $3.8 million increase in cost of sales related to CPU infrastructure operations, including rent, electricity, and connectivity costs, reflecting a full year of operations subsequent to the Business Combination.
Investing Activities Net cash used in investing activities totaled $188.5 million for the twelve months ended December 31, 2024, primarily consisting of $124.0 million in property and equipment purchases, $100.7 million in Bitcoin purchases for our strategic reserve, and a $39.6 million deposit for acquiring miners and mining equipment.
Net cash provided by investing activities totaled $188.5 million for the twelve months ended December 31, 2024, primarily consisting of (i) $124.0 million in property and equipment purchases, (ii) $100.7 in Bitcoin purchases for our strategic reserve, and (iii) a $39.6 million deposit for acquiring miners.
This $2.4 million increase was primarily driven by (i) a $5.5 million increase in Data Center Cloud costs, reflecting a full year of Data Center Cloud operations during twelve months ended December 31, 2024 compared to one month of Data Center Cloud operations during twelve months ended December 31, 2023 following the Business Combination, and (ii) a $1.0 million increase in costs related to our new GPU-as-a-Service offering, launched in September 2024.
This $2.4 million increase was primarily driven by (i) a $5.5 million increase in Traditional Cloud costs, reflecting a full year of Traditional Cloud operations during twelve months ended December 31, 2024 compared to one month of Traditional Cloud operations during twelve months ended December 31, 2023 following the Business Combination, and (ii) a $1.0 million increase in costs related to our AI Cloud offering, which launched in September 2024.
General and Administrative Expenses General and administrative (“G&A”) expenses were $72.9 million and $49.1 million for the twelve months ended December 31, 2024 and 2023, respectively.
General and administrative expenses G&A expenses were $72.9 million and $49.1 million for the twelve months ended December 31, 2024 and 2023, respectively.
Power Power revenue was $12.6 million for the six months ended December 31, 2023, consisting of $9.6 million in fees from Managed Services and $3.0 million in cost reimbursements. Power revenue was $2.6 million for the six months ended December 31, 2022, consisting of $1.5 million in fees and $1.1 million in cost reimbursements.
Power Power revenue was $12.6 million for the six months ended December 31, 2023, consisting of (i) $9.6 million in fees from Managed Services and (ii) $3.0 million in cost reimbursements.
Revenue for the six months ended December 31, 2023 primarily consisted of hosting services revenue from the Alpha site and included one month of recurring CPU Colocation revenue as a result of the Business Combination. Revenue for the six months ended December 31, 2022 consisted of $14.0 million in hosting services revenue.
Revenue for the six months ended December 31, 2023 primarily consisted of (i) hosting services revenue from our Alpha site and (ii) one month of recurring CPU infrastructure revenue as a result of the Business Combination. Revenue for the six months ended December 31, 2022 consisted of $14.0 million of hosting services revenue.
Because Adjusted EBITDA may be defined differently by other companies in our industry, our definition of this non-GAAP financial measure may not be comparable to similarly titled measures of other companies, thereby diminishing its utility. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Twelve Months Ended ​ Six Months Ended ​ December 31, ​ December 31, ​ December 31, ​ December 31, (in USD thousands) 2024 ​ 2023 ​ 2023 ​ 2022 Net income (loss) $ 6,775 ​ $ 10,524 ​ $ 5,371 ​ $ (1,020) Depreciation and amortization 62,519 60,967 ​ 30,478 5,079 Interest income ​ (3,325) ​ ​ (413) ​ ​ (413) ​ ​ — Adjusted EBITDA $ 65,969 ​ $ 71,078 ​ $ 35,436 ​ $ 4,059 ​ Liquidity and Capital Resources Our primary sources of liquidity include our cash, our strategic Bitcoin reserve, our equity sales, and the cash flows generated from our operations.
Because Adjusted EBITDA may be defined differently by other companies in our industry, our definition of this non-GAAP financial measure may not be comparable to similarly titled measures of other companies, thereby diminishing its utility. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Twelve Months Ended ​ Six Months Ended ​ December 31, ​ December 31, (in USD thousands) 2025 ​ 2024 ​ 2023 ​ 2022 Net income (loss) $ 3,509 ​ $ 6,775 ​ $ 5,371 ​ $ (1,020) Depreciation and amortization 49,490 62,519 ​ 30,478 5,079 Interest income ​ (3,169) ​ ​ (3,325) ​ ​ (413) ​ ​ - Adjusted EBITDA $ 49,830 ​ $ 65,969 ​ $ 35,436 ​ $ 4,059 ​ ​ Liquidity and Capital Resources Our primary sources of liquidity include our cash and cash equivalents, debt facilities, Bitcoin on our balance sheet, equity sales, and the cash flows generated from operations.
We define Adjusted EBITDA as net income (loss), adjusted for impacts of interest expense, income tax provision or benefit, depreciation and amortization, foreign exchange gains or losses, gain on debt extinguishment, gain on derivatives, gain on bargain purchase, our share of unconsolidated joint venture depreciation and amortization, the removal of non-recurring transactions, impairment on assets, gain or loss on sale of property and equipment, loss from discontinued operations, net loss attributable to non-controlling interests, and stock-based compensation expense in the period presented.
We define Adjusted EBITDA as net loss or income, adjusted for impacts of interest expense, income tax benefit or provision, depreciation and amortization, our share of unconsolidated joint venture depreciation and amortization, net of basis adjustments, foreign exchange gain or loss, loss or gain on sale of property and equipment, gain on debt extinguishment, gain on derivatives, gain on other financial liability, gain on warrant liability, gain on bargain purchase, the removal of non-recurring transactions, asset contribution costs, impairment charges, loss from discontinued operations, net of taxes, loss attributable to non-controlling interests, and stock-based compensation expense in the period presented.
This reduction in reward spreads out the release of Bitcoin over a long period of time as an even smaller number of coins are mined with each Halving. Bitcoin Halving events impact the amount of Bitcoin we mine which, in turn, may have a potential impact on our results of operations.
This reduction in reward spreads out the release of Bitcoin over a long period of time as fewer Bitcoin are mined with each halving event. Bitcoin halving events impact the number of Bitcoin that we mine, including through American Bitcoin which, in turn, may have a potential impact on our results of operations.
The agreement features a fixed hosting fee with an option for us to purchase all or a portion of the hosted machines in up to three tranches at a fixed price within six months of energization of the relevant tranches.
The agreement featured a fixed hosting fee with an option for us to purchase all or a portion of the hosted machines in up to three tranches at a fixed price within six months of energization of the relevant tranches. We completed energization of the miners during June and July 2025.
Below are the condensed consolidated income statements for the King Mountain JV for the twelve months ended December 31, 2024 and December 31, 2023, the six months ended December 31, 2023 and December 31, 2022, and the twelve months ended June 30, 2023 and June 30, 2022. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Condensed Consolidated Income Statement ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Twelve Months Ended ​ Six Months Ended ​ Twelve Months Ended ​ December 31, ​ December 31, December 31, ​ December 31, ​ June 30, ​ June 30, (in USD thousands) ​ 2024 ​ 2023 ​ 2023 ​ 2022 ​ 2023 ​ 2022 Total revenue, net ​ $ 143,685 ​ $ 145,620 ​ $ 80,565 ​ $ 12,144 ​ $ 77,613 ​ $ — Gross profit ​ ​ 69,832 ​ ​ 75,031 ​ ​ 38,667 ​ ​ 4,133 ​ ​ 40,912 ​ ​ — Net income (loss) ​ ​ 6,775 ​ ​ 10,524 ​ ​ 5,371 ​ ​ (1,020) ​ ​ 4,134 ​ ​ — Net income (loss) attributable to investee ​ ​ 3,388 ​ ​ 5,262 ​ ​ 2,686 ​ ​ (510) ​ ​ 2,067 ​ ​ — ​ Our Board and management team also evaluate Adjusted EBITDA for the King Mountain JV, which is a non-GAAP financial measure.
Below are the condensed consolidated income statements for the King Mountain JV for the twelve months ended December 31, 2025 and December 31, 2024, and the six months ended December 31, 2023 and December 31, 2022. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Condensed Consolidated Income Statement ​ ​ Twelve Months Ended ​ Six Months Ended ​ ​ ​ ​ December 31, ​ ​ ​ December 31, (in USD thousands) ​ 2025 ​ 2024 ​ 2023 ​ 2022 Total revenue, net ​ $ 136,336 ​ $ 143,685 ​ $ 80,565 ​ $ 12,144 Gross profit ​ ​ 57,128 ​ ​ 69,832 ​ ​ 38,667 ​ ​ 4,133 Net income (loss) ​ ​ 3,509 ​ ​ 6,775 ​ ​ 5,371 ​ ​ (1,020) Net income (loss) attributable to investee ​ ​ 1,755 ​ ​ 3,388 ​ ​ 2,686 ​ ​ (510) ​ Our board of directors and management team also evaluate Adjusted EBITDA for the King Mountain JV, which is a non-GAAP financial measure.
Our Bitcoin Mining business spanned four sites as of December 31, 2024: ● three sites with facilities we own and/or lease, and operate: (1) Alpha (Niagara Falls, New York), (2) Medicine Hat (Medicine Hat, Alberta), and (3) Salt Creek (Orla, Texas); and ● one site that we own 50% of through a joint venture, King Mountain (McCamey, Texas) . ​ Until April 30, 2024, we also had Bitcoin Mining operations at Kearney and Granbury.
Our ASIC Compute business spanned five sites as of December 31, 2025, which are occupied by American Bitcoin miners and hosted at facilities supported by our ASIC Infrastructure: ● four sites with facilities we own and/or lease, and operate: (1) Alpha (Niagara Falls, New York), (2) Medicine Hat (Medicine Hat, Alberta), (3) Salt Creek (Orla, Texas), and ( 4) Vega (Amarillo, Texas); and ​ ● one site that we own through a 50% joint venture, King Mountain (McCamey, Texas) . ​ Until April 30, 2024, we also had ASIC Compute operations hosted at sites in Kearney, Nebraska and Granbury, Texas.
The decrease in depreciation and amortization expense was primarily driven by the lower net book value of plant and equipment after the recognition of a non-cash impairment charge during the six months ended December 31, 2022 as part of annual impairment testing, partially offset by property and equipment acquired as part of the Business Combination.
The decrease in depreciation and amortization expense was primarily driven by the lower net book value of plant and equipment after the recognition of a non-cash impairment charge during the six months ended December 31, 2022 as part of annual impairment testing, partially offset by property and equipment acquired as part of the Business Combination. 73 Table of Contents General and administrative expenses ​ G&A expenses were $37.5 million and $10.6 million for the six months ended December 31, 2023 and 2022, respectively.
Our Board and management team use Adjusted EBITDA to assess our financial performance because it allows them to compare our operating performance on a consistent basis across periods by removing the effects of our capital structure (such as varying levels of interest expense and income), asset base (such as depreciation and amortization), and other items (such as non-recurring transactions mentioned above) that impact the comparability of financial results from period to period.
You are encouraged to evaluate each of these adjustments and the reasons our Board and management team consider them appropriate for supplemental analysis. ​ Our board of directors and management team use Adjusted EBITDA to assess our financial performance because it allows them to compare our operating performance on a consistent basis across periods by removing the effects of our capital structure (such as varying levels of interest expense and income), asset base (such as depreciation and amortization), and other items (such as non-recurring transactions mentioned above) that impact the comparability of financial results from period to period. ​ Net (loss) income is the GAAP measure most directly comparable to Adjusted EBITDA.
We account for the King Mountain JV using the equity method of accounting, resulting in reporting the King Mountain JV as an unconsolidated joint venture. Additionally, our 50% portion of any distributions from the King Mountain JV are used to pay down the TZRC Secured Promissory Note. See Note 10. Investment in unconsolidated joint venture and Note 15.
Additionally, our 50% portion of any distributions from the King Mountain JV are used to pay down the TZRC Secured Promissory Note. See Note 11. Investment in unconsolidated joint venture and Note 15.
See Note 10. Investment in unconsolidated joint venture of the Consolidated Financial Statements for further detail.
See Note 11. Investments in unconsolidated joint venture of our Consolidated Financial Statements for further detail.
The increase in income tax benefit was primarily due to taxable loss for the twelve months ended June 30, 2023 compared to taxable income in the prior year period. King Mountain JV The King Mountain JV is a 50/50 joint venture with one of the world’s largest renewable energy producers.
This $1.4 million decrease was primarily due to lower taxable income for the six months ended December 31, 2023 compared to the prior period. ​ King Mountain JV The King Mountain JV is a 50% joint venture with one of the world’s largest renewable energy producers.
Adjusted EBITDA has important limitations as an analytical tool, and you should not consider Adjusted EBITDA in isolation or as a substitute for analysis of our results as reported under GAAP.
There can be no assurance that we will not modify the presentation of Adjusted EBITDA in the future, and any such modification may be material. Adjusted EBITDA has important limitations as an analytical tool and you should not consider Adjusted EBITDA in isolation or as a substitute for analysis of our results as reported under GAAP.
Bitcoin network difficulty and hashrate Our business is not only impacted by the volatility in Bitcoin prices, but also by increases in the competition for Bitcoin production.
As a result, fluctuations in the price of Bitcoin may significantly impact our results of operations. ​ Bitcoin network difficulty and hashrate Our business is not only impacted by the volatility in Bitcoin prices, but also by increases in the competition for Bitcoin production, specifically for ASIC compute.
(“Coinbase”), (iii) a $6.0 million increase in foreign exchange loss due to our net U.S. dollar monetary liability position in our Canadian dollar functional currency subsidiaries and a decline in the Canadian dollar to U.S. dollar exchange rate of approximately 8% compared to a 2% increase during the twelve months ended December 31, 2023 (the increase noted in the prior period is for the period from the Business Combination to December 31, 2023, reflecting one month of combined company results), and (iv) a $2.0 million decrease in equity in earnings of King Mountain JV due to the impact of the Halving on Bitcoin Mining revenue.
This $21.2 million increase was primarily driven by (i) a $17.7 million decrease in gain on debt extinguishment related to the Anchorage debt-to-equity conversion of $6.0 million in 2024, compared to $23.7 million debt extinguishment related to the NYDIG loan recorded in 2023, (ii) a $3.6 million increase in interest expense due to an increase in the amount of borrowing in 2024 compared to 2023, which comprised of the $150.0 million Coatue note and the additional $15.0 million drawdown from our loan with Coinbase, (iii) a $6.0 million increase in foreign exchange loss due to our net U.S. dollar monetary liability position in our Canadian dollar functional currency subsidiaries and a decline in the Canadian dollar to U.S. dollar exchange rate of approximately 8% compared to a 2% increase during the twelve months ended December 31, 2023 (the increase noted in the prior period is for the period from the Business Combination to December 31, 2023, reflecting one month of combined company results), and (iv) a $2.0 million decrease in equity in earnings of King Mountain JV due to the impact of the Halving on ASIC Compute revenue.
Under ASU 2023-08, Intangibles-Goodwill and Other-Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”), Bitcoin is revalued at fair value at the end of each reporting period, with changes in fair value recognized in net income. As a result, fluctuations in the price of Bitcoin may significantly impact our results of operations.
Lastly, we generate revenue from Bitcoin rewards that are earned through mining operations at our facilities, the majority of which are conducted through American Bitcoin. ​ Under ASU 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”), Bitcoin is revalued at fair value at the end of each reporting period, with changes in fair value recognized in net income.
Other Equipment Sales and Repairs We may sell mining equipment when profitable opportunities arise (e.g., if market prices exceed our procurement cost).
Other Our Other reporting segment includes activities that fall outside the scope of our Power, Digital Infrastructure, and Compute layers. Equipment Sales and Repairs We may sell mining equipment when profitable opportunities arise (e.g., if market prices exceed our procurement cost).
Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. There can be no assurance that we will not modify the presentation of Adjusted EBITDA in the future, and any such modification may be material.
In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in such presentation. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.
As of December 31, 2024, the King Mountain JV owned approximately 18,000 miners for self-mining (about 1.8EH/s) and hosted approximately 68,200 miners (about 7.7 EH/s) for a single hosting customer at its wholly-owned King Mountain site, which has a total capacity of 280 MW.
As of December 31, 2025, the King Mountain JV owned approximately 18,000 miners for self-mining (about 1.8EH/s) and hosted approximately 56,562 miners (about 10.2 EH/s) for a single hosting customer at its King Mountain site, which has a total capacity of 280 MW. 74 Table of Contents We account for the King Mountain JV using the equity method of accounting, resulting in reporting the King Mountain JV as an unconsolidated joint venture.
Cash Flows The following table summarizes our cash flows for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ Twelve Months Ended ​ December 31, December 31, (in USD thousands) 2024 ​ 2023 Cash flows used in operating activities ​ $ (68,535) ​ $ (22,160) Cash flows (used in) provided by investing activities ​ (188,472) ​ 86,984 Cash flows provided by (used in) financing activities ​ 311,946 ​ (40,910) 73 Table of Contents ​ Operating Activities Net cash used in operating activities was $68.5 million for the twelve months ended December 31, 2024, resulting from net income of $331.4 million, offset by adjustments to reconcile net income to net cash (used in) provided by operating activities of $385.5 million and changes in assets and liabilities of $14.4 million.
Net cash used in operating activities was $68.5 million for the twelve months ended December 31, 2024, resulting from net income of $331.4 million, offset by adjustments to reconcile net income to net cash used in operating activities of $385.5 million and changes in assets and liabilities of $14.4 million.
Critical Accounting Policies and Estimates Our management’s discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with GAAP and requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, contingent assets and liabilities, each as of the date of the consolidated financial statements, and revenues and expenses during the periods presented.
Critical Accounting Policies and Estimates Our management’s discussion and analysis of our financial condition and results of operations is based on our Consolidated Financial Statements, which have been prepared in accordance with GAAP.
Compute Compute revenue consisted of Bitcoin Mining revenue of $41.3 million and $25.7 million for the six months ended December 31, 2023 and 2022, respectively. This was driven by an increase in the average price per Bitcoin mined and one month of combined company activity after the Business Combination.
This was primarily driven by (i) an increase in the average price per Bitcoin mined and (ii) one month of combined company activity after the Business Combination. The average revenue per Bitcoin mined was approximately $33,331 as of December 31, 2023 compared to approximately $20,218 as of December 31, 2022.
We take a power-first, innovation-driven approach to developing, commercializing, and operating the critical infrastructure that underpins the breakthrough technologies of today and tomorrow. ​ 2024 Highlights ​ ● Far North Acquisition. In February 2024, the Far North JV, a joint venture between us and Macquarie, acquired four natural gas power plants in Ontario, Canada.
We take a power-first, innovation-driven approach to developing, commercializing, and operating the critical infrastructure that underpins the breakthrough technologies of today and tomorrow.
Business Segments We have four reportable business segments: Power, Digital Infrastructure, Compute, and Other. Power The Power business segment consists of Power Generation and Managed Services. Power Generation We generate revenue from our 80.1% interest in the Far North JV, which provides capacity and energy to the electrical grid through four natural gas power plants in Ontario, Canada.
Power Generation We generate revenue from our 80.1% interest in a joint venture with Macquarie Group Limited (“Macquarie”), a global financial services and infrastructure investment firm, which provides capacity and energy to the electrical grid through four natural gas power plants in Ontario, Canada (the “Far North JV”).
During the 2022 period, one of our hosting customers defaulted on its contract, resulting in contract termination without a refund obligation for prepaid amounts. This resulted in the recognition of $13.1 million in remaining deferred revenue related to this customer.
During six months ended December 31, 2022, one of our hosting customers defaulted on its contract, resulting in contract termination without a refund obligation for prepaid amounts.
We also own a Bitcoin Mining site in Drumheller, Alberta, which has been non-operational since March 2024. The closure was due to the profitability of Drumheller being significantly impacted by several factors, including elevated energy costs and underlying voltage issues. We will consider re-energizing the site if market conditions improve.
We previously mined Bitcoin at a site in Drumheller, Alberta, which has been non-operational since March 2024 due to lack of profitability driven primarily by elevated energy costs and underlying voltage issues.
See “Risk Factors—Risks Related to Our Business and Operations—We are subject to risks associated with our need for significant electrical power.” 54 Table of Contents Key Performance Indicators In addition to our financial results and generally accepted accounting principles in the United States of America (“GAAP”) financial measures, we use certain key performance indicators to evaluate our business, identify trends, and make strategic decisions.
The last halving event occurred in April 2024, and the next halving event is expected to occur in 2028. Key Performance Indicators In addition to our financial results and generally accepted accounting principles in the United States of America (“GAAP”) financial measures, we use certain key performance indicators to evaluate our business, identify trends, and make strategic decisions.
The power generation facilities are connected to the Independent Electricity System Operator, which operates Ontario’s power grid, and primarily generate revenue from capacity and electricity sales. Revenue generated from capacity and electricity sales is variable and depends on several factors including generation capacity in the market, the supply and demand for electricity, and the prevailing price of natural gas.
The power generation assets primarily generate revenue from capacity payments and electricity sales, both of which are variable and depend on several factors, including generation capacity in the market, the supply and demand for electricity, and the prevailing price of natural gas. In June 2025, all four of the power plants were awarded five-year capacity contracts with IESO.
Historically, our primary cash needs have been for working capital to support equipment financing, including the purchase of additional Bitcoin miners, growth initiatives, including infrastructure purchases, development opportunities, and acquisitions. In 2024, we issued a $150.0 million convertible note to Coatue and drew an additional $15.0 million under our Coinbase loan.
We have partnered with Jacobs and Vertiv to build the data center at a cost of $9-$11 million per MW. ​ 75 Table of Contents Historically, our primary cash needs have been for working capital to support growth initiatives, including infrastructure purchases and development, acquisitions, and equipment financing, including the purchase of additional Bitcoin miners.
As of December 31, 2024, we managed 280 MW of energy capacity under this program at one site in the United States owned by the King Mountain JV. Digital Infrastructure The Digital Infrastructure business segment consists of CPU Colocation and ASIC Colocation services.
As of December 31, 2025, we managed 280 MW of energy capacity under this program at one site in the United States owned by the King Mountain JV. Starting April 1, 2025, we began operating as the exclusive provider of managed services to American Bitcoin via the execution of a Master Managed Services Agreement (“MSA”).
The last Halving occurred in April 2024 and the next Halving is expected to occur in 2028. Power Costs Power is the foundation of our platform. We acquire, develop, and manage critical energy assets such as interconnects, powered land, and other electrical infrastructure to address the load demands of energy-intensive applications such as Bitcoin mining and HPC.
We acquire, develop, and manage critical energy assets such as interconnects, powered land, and other electrical infrastructure to address the load demands of energy-intensive applications. As competition for power intensifies, our performance depends on originating, commercializing, and optimizing energy capacity at scale.
(“MARA”) in connection with the termination of the property management agreements at those two sites. ​ 57 Table of Contents Non-GAAP Financial Measures In addition to our results determined in accordance with GAAP, we rely on Adjusted EBITDA to evaluate our business, measure our performance, and make strategic decisions. Adjusted EBITDA is a non-GAAP financial measure.
Subsequent to year-end, we completed the sale of four power generation facilities in Ontario totaling 310 MW, which will reduce Energy Capacity Under Management in future periods. 58 Table of Contents Non-GAAP Financial Measures In addition to our results determined in accordance with GAAP, we rely on Adjusted EBITDA to evaluate our business, measure our performance, and make strategic decisions.
The pools then distribute our pro-rata share of Bitcoin mined to us based on the computing power we contribute. GPU-as-a-Service Our GPU assets are deployed under our wholly owned subsidiary, Highrise AI, Inc., at a third-party colocation site near Chicago, Illinois.
AI Cloud Our AI Cloud assets are deployed under our wholly owned subsidiary, Highrise AI, Inc., at a third-party colocation site near Chicago, Illinois. This segment generates recurring revenue through payments made by the provider to us based on fixed infrastructure payments and a revenue share tied to AI Cloud utilization.
Our ability to meet our anticipated cash requirements will depend on various factors including our ability to maintain our existing business, enter into new lines of business, provide new offerings, compete with existing and new competitors in existing and new markets and offerings, acquire new businesses or pursue strategic transactions, and respond to global and domestic economic, geopolitical, social conditions and their impact on demand for our offerings.
As of December 31, 2025, American Bitcoin issued and sold 65,485,198 shares of Class A common stock under the American Bitcoin 2025 ATM for gross proceeds of $240.5 million at a weighted average issuance price per share of $3.67. ​ Our ability to meet our anticipated cash requirements will depend on various factors including our ability to maintain our existing business, enter into new lines of business, provide new offerings, compete with existing and new competitors in existing and new markets and offerings, acquire new businesses or pursue strategic transactions, access public and private capital markets, and respond to global and domestic economic, geopolitical, social conditions and their impact on demand for our offerings. ​ We believe that cash flows generated from operating activities, Bitcoin held on our consolidated balance sheet, and other financings will be sufficient to meet our anticipated short-term cash requirements.
CPU Colocation Our CPU Colocation business spans five locations in Canada (Mississauga, Ontario; Vaughan, Ontario; Kelowna, British Columbia; and two locations in Vancouver, British Columbia) with a total energy capacity of 3 MW and more than 36,000 square feet of geo-diverse data center space powered by predominantly emission-free energy sources.
Through our Hut 8 Canada business, we provide data center and cloud infrastructure services, including colocation solutions, supported by approximately 3 MW of energy capacity and more than 36,000 square feet of geo-diverse data center space across five locations in Canada.
Our infrastructure is designed to support a variety of compute, storage, and network workloads across traditional enterprise, B2B, machine learning, visual effects, and AI. This segment serves computing needs unrelated to Bitcoin Mining. These data centers are geo-diverse and carrier neutral with network diversity and redundancy from multiple telecommunications providers. Our CPU Colocation business is based on a fixed-fee model.
These data centers are carrier neutral with network diversity and redundancy from multiple telecommunications providers. Our CPU infrastructure business is based on a fixed-fee model. Customers pay a fixed recurring monthly fee based on a set amount of resources assigned.
These services include the provision, if applicable, and hosting of mining equipment as well as the monitoring, troubleshooting, repair, and maintenance of such equipment. Revenues from ASIC Colocation services are generated through fees that may be fixed or based on profit-sharing arrangements, often with reimbursement for certain pass-through costs such as electricity.
Revenues from ASIC infrastructure services are generated through fees that may be fixed or based on profit-sharing arrangements, often with reimbursement for certain pass-through costs, such as electricity. During the fourth quarter of 2024, our agreement with Ionic Digital Inc. (“Ionic”) to host approximately 8,500 miners (0.8 EH/s) at our Alpha site was terminated.
General and administrative expenses G&A expenses were $37.5 million and $10.6 million for the six months ended December 31, 2023 and 2022, respectively.
General and administrative expenses General and administrative (“G&A”) expenses were $122.8 million and $72.9 million for the twelve months ended December 31, 2025, and 2024, respectively.
This segment generates recurring revenue through payments made by the provider to us based on fixed infrastructure payments and a revenue share tied to GPU utilization. Data Center Cloud Our Data Center Cloud services support both public and private cloud deployments, managed backup, business continuity and disaster recovery services, and high-performance, high-capacity storage solutions.
Traditional Cloud Our Traditional Cloud segment reflects revenue generated by Hut 8 Canada. Traditional Cloud services support both public and private cloud deployments, managed backup, business continuity and disaster recovery services, and high-performance, high-capacity storage solutions at our five HPC locations across Canada.
Customers pay a fixed recurring monthly fee based on a set amount of resources assigned. ASIC Colocation Under our ASIC Colocation business, we enter into contracts to host and operate mining equipment on behalf of third parties within our facilities.
Digital Infrastructure Under our ASIC infrastructure business, we enter into contracts to host and operate mining equipment on behalf of third parties within our facilities. These services include the provision, if applicable, and hosting of mining equipment as well as the monitoring, troubleshooting, repair, and maintenance of such equipment.
Digital Infrastructure Cost of revenue for Digital Infrastructure for the twelve months ended June 30, 2023 was $0.4 million compared to $2.4 million for the twelve months ended June 30, 2022.
Compute Compute cost of revenue was $78.4 million and $45.0 million for the twelve months ended December 31, 2025 and 2024, respectively.
We currently maintain a portfolio of competitively priced electrical power. However, there is no guarantee that we will be able to negotiate additional power agreements on similar terms, or at all. Market prices for power, capacity, and other ancillary services are unpredictable and tend to fluctuate substantially.
We believe our experience in power origination, infrastructure design, and load optimization positions us to manage these constraints and support continued growth. Our portfolio currently provides access to competitively priced electrical power in the regions where we operate; however, there is no guarantee that we will be able to procure additional power on similar terms, or at all.
(5) Energy capacity under management (mining) represents the total power capacity related to Bitcoin Mining infrastructure, including self-mining sites, ASIC Colocation agreements, and Managed Services agreements. (6) Total energy capacity under management includes (i) energy capacity under management (mining) and (ii) all energy-related assets including Power Generation, CPU Colocation infrastructure, and non-operational sites.
Energy Capacity Under Management Energy Capacity Under Management comprises all Power assets: Power Generation, Managed Services, ASIC infrastructure, CPU infrastructure, ASIC Compute, Traditional Cloud, and non-operational sites. Management reviews this metric to assess total energy capacity utilization across our operations to drive an efficient allocation of resources.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

8 edited+11 added−1 removed3 unchanged
Biggest changeThe second is the Coinbase credit facility, which bears interest at a rate of 5.0% plus the greater of (i) the US Federal Funds Target Rate – Upper Bound and (ii) 3.25%. As a result, changes in market interest rates could affect our operations over certain periods and may also impact our ability to finance projects.
Biggest changeAs a result, changes in market interest rates could affect our operations over certain periods and may also impact our ability to finance projects. For more information regarding the TZRC Secured Promissory Note, see Note 15.
Custodian Risk Our Bitcoin is held with third-party custodians, Coinbase Custody, NYDIG, and BitGo, which we select based on various factors, including their financial strength and industry reputation. Custodian risk refers to the potential loss, theft, or misappropriation of our Bitcoin assets due to operational failures, cybersecurity breaches, or financial difficulties experienced by these third parties.
Custodian Risk Our Bitcoin is held with third-party custodians, Coinbase Custody, NYDIG, Anchorage, and BitGo, which we select based on various factors, including their financial strength and industry reputation. Custodian risk refers to the potential loss, theft, or misappropriation of our Bitcoin assets due to operational failures, cybersecurity breaches, or financial difficulties experienced by these third parties.
We mitigate this risk by engaging with counterparties that we believe possess strong creditworthiness based on their size, credit quality, and reputation, among other factors. During the twelve months ended December 31, 2024, we have not incurred any material loss from such transactions.
We mitigate this risk by engaging with counterparties that we believe possess strong creditworthiness based on their size, credit quality, and reputation, among other factors. During the twelve months ended December 31, 2025, we have not incurred any material loss from such transactions.
Although we periodically monitor the financial health, insurance coverage, and security measures of our custodians, reliance on such third parties inherently exposes us to risks that we cannot fully mitigate. Credit Risk Credit risk arises from our practice of pledging Bitcoin as collateral in transactions with counterparties.
Although we periodically monitor the financial health, insurance coverage, and security measures of our custodians, reliance on such third parties inherently exposes us to risks that we cannot fully mitigate . 79 Table of Contents Credit Risk Credit risk arises from our practice of pledging Bitcoin as collateral in transactions with counterparties.
Interest Rate Risk Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. We have two loans that maintain a variable interest rate. The first is the TZRC Secured Promissory Note, which includes a maximum interest rate of 15.25%.
Interest Rate Risk Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. We have one loan that maintains a variable interest rate, the TZRC Secured Promissory Note, which includes a maximum interest rate of 15.25%.
For more information regarding the TZRC Secured Promissory Note and Coinbase credit facility, see Note 15. Loans and notes payable to the consolidated financial statements included elsewhere in this Annual Report. In addition, our exposure to interest rate risk relates to our ability to earn interest income on cash balances at variable rates.
L oans, notes payable, and other financial liabilities to the consolidated financial statements included elsewhere in this Annual Report. ​ We also earn interest income on the cash balances at variable rates.
Changes in short term interest rates are not expected to have a significant effect on the fair value of our cash account. ​ ​ ​ ​ 76 Table of Contents
Changes in the short-term interest rates are not expected to have a material impact on the fair value of our cash balances. ​ We may enter into project-level financing arrangements that include floating rate components, including rates based on a Secured Overnight Financing Rate benchmark.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk Market Price Risk of Bitcoin We hold a significant amount of Bitcoin; therefore, we are exposed to the impact of market price changes in Bitcoin. As of December 31, 2024, we held 10,171 Bitcoin.
While we may seek to manage foreign exchange exposure through operational strategies from time to time, we do not currently engage in foreign currency hedging activities and therefore remain exposed to fluctuations in exchange rates. ​ Market Price Risk of Bitcoin We hold a significant amount of Bitcoin; therefore, we are exposed to the impact of market price changes in Bitcoin.
Removed
The fair value of a single Bitcoin was approximately $93,354 as of December 31, 2024; therefore, the fair value of our Bitcoin holdings as of December 31, 2024 was approximately $949.5 million.
Added
Item 7A. Quantitative and Qualitative Disclosures About Market Risk Tariff Risk ​ Changes in government and economic policies, incentives, trade regulations, or tariffs may have a material impact on equipment that we import.
Added
While the final scope, timing, and application of recently announced or proposed changes in U.S. trade policy remain uncertain, increases in tariffs on imported equipment, as well as the potential imposition of retaliatory tariffs by foreign jurisdictions, could materially increase our equipment and infrastructure costs or limit the availability of certain components.
Added
Such developments could adversely affect our ability to procure equipment on a timely basis or at cost-effective levels, which in turn may impact project timelines, capital expenditures, and operating margins.
Added
We continuously monitor developments in trade policy and may adjust our procurement strategies, sourcing arrangements, or deployment plans in response to such changes; however, there can be no assurance that such actions will fully mitigate the impact of adverse tariff or trade policy developments. ​ Foreign Exchange Risk ​ Foreign exchange risk arises from fluctuations in currency exchange rates that impact our results of operations, financial position, and cash flows.
Added
A portion of our operations is conducted through Hut 8 Canada, and we incur operating expenses, capital expenditures, and other costs denominated primarily in Canadian dollars, while our reporting currency is the U.S. dollar.
Added
In addition, a significant portion of our Bitcoin holdings are held by our Canadian subsidiary. ​ Changes in the U.S. dollar and Canadian dollar exchange rate may affect the U.S. dollar value of our operating costs, capital expenditures, intercompany balances, and the translation of the financial results and Bitcoin holdings of Hut 8 Canada into U.S. dollars for financial reporting purposes.
Added
Adverse movements in foreign exchange rates could increase our costs or reduce reported revenues, asset values, and earnings.
Added
As of December 31, 2025, we held 15,679 Bitcoin, comprising 10,278 Bitcoin held by Hut 8 and 5,401 Bitcoin held by American Bitcoin. Based on a fair value of approximately $87,498 per Bitcoin, the aggregate fair value of these holdings as of December 31, 2025 was approximately $1.37 billion.
Added
In addition, we are exposed to credit risk associated with the creditworthiness of our customers and other counterparties, as non-performance or financial deterioration of these parties could adversely impact cash flows and liquidity.
Added
To the extent that we enter into such arrangements, our exposure to interest rate variability could increase.
Added
We may seek to manage a portion of this exposure through the use of financial hedging instruments; however, such instruments may not be available on acceptable terms, may not be effective in mitigating interest rate risk, or may introduce additional risks. ​ ​ ​ 80 Table of Contents