Item 1. Financial Statements

The total consideration transferred was greater than the fair value of the net assets acquired, resulting in goodwill of $151.8 million.

Filing Compare · American Bitcoin Corp.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)



☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2025~~2026



☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to _____________

Commission file number 001-39096

American Bitcoin Corp.

(Exact name of registrant as specified in its charter)


Delaware	83-2242651
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1101 Brickell Avenue, Suite 1500
Miami, Florida	33131
(Address of principal executive offices)	(Zip Code)

(305) 224‑6427

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share	ABTC	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “"large accelerated filer,”" “"accelerated filer,”" “"smaller reporting company,”" and “"emerging growth company”" in Rule 12b‑2 of the Exchange Act.



Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Act). Yes ☐ No ☒

As of ~~November~~May 134, ~~2025~~2026, the registrant had ~~195~~330,~~380~~788,~~091~~302 shares of Class A common stock, 732,224,903 shares of Class B common stock, and no shares of Class C common stock outstanding.

Table of Contents

		Page
Introductory Note		21
Cautionary Statement Regarding Forward-Looking Statements		32
PART I – FINANCIAL INFORMATION		43
Item 1. Financial Statements		43
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		3431
Item 3. Quantitative and Qualitative Disclosures About Market Risk		4639
Item 4. Controls and Procedures		4740
PART II – OTHER INFORMATION		4841
Item 1. Legal Proceedings		4841
Item 1A. Risk Factors		4841
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		4841
Item 3. Defaults Upon Senior Securities		4841
Item 4. Mine Safety Disclosures		4841
Item 5. Other Information		4841
Item 6. Exhibits		4942
Signatures		5043

Table of Contents

Introductory Note

References to the "Company," "ABTC," "American Bitcoin," "we," "us," "our," and similar terms used throughout this Quarterly Report on Form 10-Q (this “"Quarterly Report”") refer to:

(i)

the ~~“Bitcoin~~"ASIC ~~mining”~~Compute" sub-segment of Hut 8 Corp.’s “"Compute”" segment prior to the effectiveness of the Transactions (as defined below) on March 31, 2025;

(ii)

American Bitcoin Corp. (formerly known as American Data Centers Inc.) following the effectiveness of the Transactions on April 1, 2025 until the consummation of the Mergers (as defined below) on September 3, 2025; and

(iii)

American Bitcoin Corp. (formerly known as Gryphon Digital Mining, Inc.) following the consummation of the Mergers on September 3, 2025.

On March 31, 2025, Hut 8 Corp. (~~“Parent”~~"Hut 8"), American Data Centers Inc. ("ADC"), and the stockholders of ADC entered into a Contribution and Stock Purchase Agreement ~~(the “Agreement”)~~, pursuant to which ~~Parent~~Hut 8 contributed to ADC substantially all of ~~Parent’~~Hut 8's wholly-owned ASIC miners, in exchange for newly issued Class B Common Stock of ADC, representing 80% of the total and combined voting power and 80% of the issued and outstanding equity interests of ADC after giving effect to the issuance (the “"Transactions”"). In connection with the Transactions, ADC was renamed American Bitcoin Corp. ("Historical ABTC").

Prior to the effectiveness of the Transactions, ~~the~~we ~~Company’s operations were~~ historically operated as the ~~“Bitcoin~~"ASIC ~~mining”~~Compute" sub-segment of ~~Parent~~Hut 8’s “"Compute”" segment and not as a standalone company; therefore, separate financial statements had not been prepared for ~~the Company~~us. ~~The~~Our ~~Company's~~Unaudited Condensed Consolidated and Combined Financial Statements, representing the historical assets, liabilities, operations and cash flows directly attributable to ~~the~~us ~~Company~~ prior to the effectiveness of the Transactions have been prepared on a carveout basis through the use of a management approach from ~~Parent~~Hut 8’s ~~consolidated~~Consolidated ~~financial~~Financial ~~statements~~Statements and accounting records and are presented on a standalone basis as if ~~the~~our operations had been conducted independently from ~~Parent~~Hut 8.

On May 9, 2025, Gryphon Digital Mining, Inc. (along with its consolidated subsidiaries, "Gryphon"), GDM Merger Sub I Inc., a Delaware corporation and wholly owned direct subsidiary of Gryphon (“"Merger Sub Inc.”"), GDM Merger Sub II LLC, a Delaware limited liability company and wholly owned direct subsidiary of Gryphon (“"Merger Sub LLC”"), and Historical ABTC, entered into an Agreement and Plan of Merger (the “"Merger Agreement”").

On September 3, 2025, in accordance with the terms of the Merger Agreement, among other things, (i) Merger Sub Inc. merged with and into Historical ABTC, with Historical ABTC surviving the merger (the “"First Merger”") as a wholly owned direct subsidiary of Gryphon (the corporation surviving the First Merger, the “"First Merger Surviving Corporation”") and (ii) immediately after the First Merger, the First Merger Surviving Corporation merged with and into Merger Sub LLC, with Merger Sub LLC surviving the merger (the “"Second Merger”" and, taken together with the First Merger, the “"Mergers”") as a wholly owned direct subsidiary of Gryphon. In connection with and immediately following the consummation of the Mergers, Gryphon changed its name to American Bitcoin Corp.

Table of Contents

Cautionary Statement Regarding Forward-Looking Statements

This Quarterly Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties, as well as assumptions, that, if proven incorrect or do not materialize, could cause ~~the~~our ~~Company’s~~ results to differ materially from those expressed or implied by these forward-looking statements. Forward-looking statements generally are identified by the words “"intend,”" “"plan,”" “"may,”" “"should,”" “"will,”" “"project,”" “"estimate,”" “"anticipate,”" “"believe,”" “"expect,”" “"continue,”" “"potential,”" “"opportunity,”" and similar expressions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Such statements are based on management’s current expectations and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. There can be no assurance that actual results or business conditions will not differ materially from those projected or suggested in such forward-looking statements as a result of various factors, including those described in ~~Gryphon's definitive proxy statement/prospectus filed with the SEC on July 31, 2025 (the "Proxy Statement/Prospectus"), in~~ Part I, Item 1A, “"Risk Factors”" in ~~Gryphon's~~our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2024~~2025 (the “"Annual Report”") and in ~~Exhibit~~Part ~~99.4~~II, toItem ~~Gryphon’s~~1A ~~Current~~"Risk ~~Report~~Factors" onof ~~Form~~this ~~8-K~~Quarterly ~~filed with the SEC on September 2, 2025 (the "Current~~ Report"). Except as required by law, we do not assume any obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.

Table of Contents

PART I – FINANCIAL INFORMATION

American Bitcoin Corp.

Condensed Consolidated and Combined Balance Sheets

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

	September 30, 2025			December 31, 2024
	March 31,			December 31,
	2026			2025
	(Unaudited)			(Audited)
Assets
Current assets
Cash	$	710,~~976~~054		$	—3,822
Deposits and prepaid expenses		23,~~943~~214			422,~~650~~163
Derivative asset		—			18,076
Accounts and other receivables		40			2,127
Digital assets – pledged for miner purchase, current portion		—			92,389
Digital assets receivable		646			812
Total current assets		1013,~~919~~954			~~153~~8,~~115~~924
Non-current assets
Digital assets – held in custody		~~117~~268,~~879~~167			~~525~~229,~~236~~641
Digital assets – pledged for miner purchase		~~272~~210,~~053~~822			—242,936
Digital assets – pledged as collateral		—			331,876
Property and equipment, net		323,932			341,724
Property and equipment, net		370,823			43,089
Operating lease right-of-use asset		169,997			166,684
Operating lease right-of-use-asset		174,647			—
Derivative asset		161,699			101,179
Derivative asset		63,723			—
Indefinite-lived intangible asset		998			998
Intangible assets, net		998			—
Goodwill		154,426			154,426
Goodwill		151,779			53,082
Total non-current assets		1,290,041			1,237,588
Total non-current assets		1,151,902			953,283
Total assets	$	1,303,995		$	1,246,512
Total assets	$	1,162,821		$	1,106,398
Liabilities and stockholders’ equity
Current liabilities
Accounts payable and accrued expenses	$	~~106~~8,~~465~~654		$	315,~~012~~808
Advances from sale of property and equipment		450			—
Due to Hut 8		35,452			53,490
Derivative liability		—			18,437
Income tax payable		1,657			701
Income tax payable		20			889
Operating lease liability, current portion		65,197			51,595
Warrant liability		571			—
Total current liabilities		110,960			111,594
Operating lease liability, current portion		40,614			—
Total current liabilities		148,120			50,338
Non-current liabilities
Miner purchase liability		~~286~~360,~~202~~877			—332,153
Deferred tax liabilities		8,046			40,993
Operating lease liability, less current portion		137,255			136,800
Operating lease liability, less current portion		145,000			—
Warrant liability		77			146
Total non-current liabilities		~~439~~498,~~248~~209			40469,~~993~~099
Total liabilities	$	~~587~~609,~~368~~169		$	91580,~~331~~693
Commitments and contingencies
Stockholders’ equity
Preferred stock, $0.0001 par value; 100,000,000,000 shares authorized as of September 30, 2025; no shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively		—			—
Preferred stock, $0.0001 par value; 100,000,000,000 shares authorized; no shares issued and outstanding as of March 31, 2026 and December 31, 2025		—			—
Class A common stock, $0.0001 par value; 500,000,000,000 shares authorized as of September 30, 2025; 188,460,009 shares issued and outstanding as of September 30, 2025; no shares issued and outstanding as of December 31, 2024.		19			—
Class A common stock, $0.0001 par value; 500,000,000,000 shares authorized; 327,009,578 and 242,941,085 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively		33			24
Class B common stock, $0.0001 par value; 10,000,000,000 shares authorized as of September 30, 2025; 732,224,903 shares issued and outstanding as of September 30, 2025; no shares issued and outstanding as of December 31, 2024		73			—
Class B common stock, $0.0001 par value; 10,000,000,000 shares authorized; 732,224,903 shares issued and outstanding as of March 31, 2026 and December 31, 2025		73			73
Class C common stock, $0.0001 par value; 125,000,000,000 shares authorized as of September 30, 2025; no shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively		—			—
Class C common stock, $0.0001 par value; 125,000,000,000 shares authorized; no shares issued and outstanding as of March 31, 2026 and December 31, 2025		—			—
Additional paid-in capital		~~568~~829,~~455~~060			—718,270
Retained earnings		6,906			—
Accumulated deficit		(134,340	)		(52,548	)
Accumulated other comprehensive loss		—			(48,347	)
Total stockholders’ equity		694,826			665,819
Net Parent investment		—			1,063,414
Total liabilities and stockholders’ equity	$	1,303,995		$	1,246,512
Total stockholders’ equity		575,453			1,015,067
Total liabilities and stockholders’ equity	$	1,162,821		$	1,106,398

See accompanying Notes to Unaudited Condensed Consolidated and Combined Financial Statements.

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American Bitcoin Corp.

Condensed Consolidated and Combined Statements of Operations and Comprehensive ~~Income~~ (Loss) Income

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

	Three Months Ended						~~Nine Months Ended~~
	September 30,						September 30,
	March 31,
	2025			2024			2025			2024
	2026			2025
Revenue	$	6462,~~220~~118		$	1112,~~610~~338		$	~~106,843~~		$	~~55,880~~
Cost of revenue (exclusive of depreciation and amortization shown below)		2829,~~279~~598			11,~~125~~651			~~55,267~~			~~39,573~~
Operating (income) expenses:
Operating expenses:
Depreciation and amortization		1526,~~215~~620			46,~~313~~424			~~31,590~~			~~17,791~~
General and administrative expenses		86,~~052~~908			414,~~812~~368			~~26,062~~			~~23,641~~
Loss on sale of property and equipment		—			—2,454			~~2,454~~			—
Loss (gain) on digital assets		5,475			1,551			114,832			(201,147	)
Loss on digital assets		117,188			112,394
Total operating expenses (income)		28,742			10,676			174,938			(159,715	)
Total operating expenses		150,716			135,640
Operating income (loss)		7,199			(10,191	)		(123,362	)		176,022
Operating loss		(118,196	)		(134,953	)
Other income (expense):
Other income:
Interest income (expense)		—			372			—			(3,489	)
Gain on derivatives		37,292			20,862
(Loss) gain on derivatives		(1,999	)		2,704			18,863			19,923
Gain on warrant liability		69			—
Gain on warrant liability		26			—			26			—
Other income		37,361			20,862
Gain on debt extinguishment		—			5,966			—			5,966
Loss before income taxes		(80,835	)		(114,091	)
Total other (expense) income		(1,973	)		9,042			18,889			22,400
Income tax (provision) benefit		(957	)		13,468
Net income (loss) from continuing operations before taxes		5,226			(1,149	)		(104,473	)		198,422
Net loss		(81,792	)		(100,623	)
Income tax (provision) benefit		(1,751	)		573			10,756			(24,833	)
Other comprehensive income:
Net income (loss) from continuing operations		3,475			(576	)		(93,717	)		173,589
Foreign currency translation adjustments		—			4,467
Loss from discontinued operations (net of income tax benefit of nil, nil, nil, and $1.6 million, respectively)		—			—			—			(4,816	)
Total comprehensive loss	$	(81,792	)	$	(96,156	)
Net income (loss)		3,475			(576	)		(93,717	)		168,773
Net loss per share of common stock:
Other comprehensive income (loss):
Basic and diluted	$	(0.08	)	$	(0.11	)
Foreign currency translation adjustments		—			8,786			4,467			(14,555	)
Weighted average number of shares of common stock outstanding:
Total comprehensive income (loss)	$	3,475		$	8,210		$	(89,250	)	$	154,218
Basic and diluted		1,017,824,175			891,762,280
Net income per share of common stock:
Basic from continuing operations	$	—		$	—		$	(0.10	)	$	0.19
Diluted from continuing operations	$	—		$	—		$	(0.10	)	$	0.19
Weighted average number of shares of common stock outstanding:
Basic		899,354,931			891,762,280			894,366,300			891,762,280
Diluted		899,489,426			891,762,280			894,366,300			891,762,280

See accompanying Notes to Unaudited Condensed Consolidated and Combined Financial Statements.

Table of Contents

American Bitcoin Corp.

Condensed Consolidated and Combined Statements of Stockholders’ Equity

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

Nine Months Ended September 30, 2024


	Class A Common Stock				Class B Common Stock				Class C Common Stock				Additional		Retained Earnings		Accumulated Other			Hut 8			Total Stockholders'
	Shares		Amount		Shares		Amount		Shares		Amount		Paid-in Capital		(Accumulated Deficit)		Comprehensive Income (Loss)			Net Investment			Equity
Balance, December 31, 2024		—	$	—		—	$	—		—	$	—	$	—	$	—	$	(48,347	)	$	1,063,414		$	1,015,067
Net loss(1)		—		—		—		—		—		—		—		—		—			(100,623	)		(100,623	)
Net transfers to Hut 8		—		—		—		—		—		—		—		—		—			(798,687	)		(798,687	)
Foreign currency translation adjustments		—		—		—		—		—		—		—		—		4,467			—			4,467
Disposition of cumulative translation adjustment		—		—		—		—		—		—		—		—		43,880			(48,347	)		(4,467	)
Issuance of shares resulting from the Transactions (Note 1)		—		—		732,224,903		73		—		—		115,684		—		—			(115,757	)		—
Balance, March 31, 2025		—	$	—		732,224,903		73		—	$	—	$	115,684	$	—	$	—		$	—		$	115,757

	Class ACommon Stock				Class BCommon Stock				~~Additional~~Class CCommon Stock		~~RetainedEarnings(Accumulated~~		~~AccumulatedOtherComprehensive~~Additional			~~Parent~~RetainedEarnings			~~TotalStockholders’~~AccumulatedOther			Hut 8		Total Stockholders'
	Shares		Amount		Shares		Amount		~~Paid-in Capital~~Shares		~~Deficit)~~Amount		~~Income~~Paid-in ~~(Loss)~~Capital			~~Net Investment~~(AccumulatedDeficit)			~~Equity~~ComprehensiveIncome (Loss)			Net Investment		Equity
Balance, December 31, 2023		—	$	—		—	$	—	$	—		—	$	10,997		$	462,787		$	473,784
Balance, December 31, 2025		242,941,085	$	24		732,224,903	$	73		—	$	—	$	718,270		$	(52,548	)	$	—		$	—	$	665,819
Net income		—		—		—		—		—		—		—			230,410			230,410
Net loss		—		—		—		—		—		—		—			(81,792	)		—			—		(81,792	)
Net transfers from Parent		—		—		—		—		—		—		—			7,735			7,735
Issuance of common stock – at-the-market offering, net of issuance costs		84,068,493		9		—		—		—		—		110,494			—			—			—		110,503
Foreign currency translation adjustments		—		—		—		—		—		—		(15,137	)		—			(15,137	)
Issuance of common stock – warrant exercises		—		—		—		—		—		—		—			—			—			—		—
Balance, March 31, 2024		—	$	—		—	$	—	$	—	$	—	$	(4,140	)	$	700,932		$	696,792
Stock-based compensation		—		—		—		—		—		—		296			—			—			—		296
Net loss		—		—		—		—		—		—		—			(61,061	)		(61,061	)
Balance, March 31, 2026		327,009,578	$	33		732,224,903	$	73		—	$	—	$	829,060		$	(134,340	)	$	—		$	—	$	694,826
Net transfers from Parent		—		—		—		—		—		—		—			(13,236	)		(13,236	)
Foreign currency translation adjustments		—		—		—		—		—		—		(8,204	)		—			(8,204	)
Balance, June 30, 2024		—	$	—		—	$	—	$	—	$	—	$	(12,344	)	$	626,635		$	614,291
Net loss		—		—		—		—		—		—		—			(576	)		(576	)
Net transfers from Parent		—		—		—		—		—		—		—			75,039			75,039
Foreign currency translation adjustments		—		—		—		—		—		—		8,786			—			8,786
Balance, September 30, 2024		—	$	—		—	$	—	$	—	$	—	$	(3,558	)	$	701,098		$	697,540

~~Nine~~(1) ~~Months~~Net ~~Ended~~loss ~~September~~of 30$100,623 from January 1, 2025 through March 31, 2025 is attributed to Hut 8 as it was the sole shareholder prior to March 31, 2025.

	Class ACommon Stock				Class BCommon Stock				Additional		RetainedEarnings(Accumulated		AccumulatedOtherComprehensive			Parent			TotalStockholders’
	Shares		Amount		Shares		Amount		Paid-in Capital		Deficit)		Income (Loss)			Net Investment			Equity
Balance, December 31, 2024		—	$	—		—	$	—	$	—	$	—	$	(48,347	)	$	1,063,414		$	1,015,067
Net loss(a)		—		—		—		—		—		—		—			(100,623	)		(100,623	)
Net transfers to Parent		—		—		—		—		—		—		—			(798,687	)		(798,687	)
Foreign currency translation adjustments		—		—		—		—		—		—		4,467			—			4,467
Disposition of cumulative translation adjustment		—		—		—		—		—		—		43,880			(48,347	)		(4,467	)
Issuance of shares resulting from the Transactions (Note 1)		—		—		732,224,903		73		115,684		—		—			(115,757	)		—
Balance, March 31, 2025		—	$	—		732,224,903	$	73	$	115,684	$	—	$	—		$	—		$	115,757
Net income		—		—		—		—		—		3,431		—			—			3,431
Contribution from Parent		—		—		—		—		5,262		—		—			—			5,262
Issuance of shares		159,537,377		16		—		—		215,259		—		—			—			215,275
Balance, June 30, 2025		159,537,377	$	16		732,224,903	$	73	$	336,205	$	3,431	$	—		$	—		$	339,725
Net income		—		—		—		—		—		3,475		—			—			3,475
Issuance of common stock - business combination		16,893,390		2		—		—		135,821		—		—			—			135,823
Warrants assumed on the Business Combination		—		—		—		—		18		—		—			—			18
Issuance of common stock - at-the-market offering, net of issuance costs		11,017,341		1		—		—		87,991		—		—			—			87,992
Issuance of common stock - warrant exercises		1,011,901		—		—		—		8,420		—		—			—			8,420
Balance, September 30, 2025		188,460,009	$	19		732,224,903	$	73	$	568,455	$	6,906	$	—		$	—		$	575,453

See accompanying Notes to Unaudited Condensed Consolidated and Combined Financial Statements.

~~(a) Net loss from January 1, 2025 through March 31, 2025 is attributed to Parent as it was the sole shareholder prior to March 31, 2025.~~5

See accompanying Notes to Unaudited Condensed and Combined Financial Statements.

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American Bitcoin Corp.

Condensed Consolidated and Combined Statements of Cash Flows

(Unaudited, in USD thousands)

	Nine Months Ended
	Three Months Ended
	September 30,
	March 31,
	2025			2024
	2026			2025
Operating activities
Net (loss) income	$	(93,717	)	$	168,773
Net loss	$	(81,792	)	$	(100,623	)
Adjustments to reconcile net income to net cash used in operating activities:
Adjustments to reconcile net loss to net cash:
Depreciation and amortization		3126,~~590~~620			176,~~791~~424
Non-cash lease expense		~~851~~10,744			—
Stock-based compensation		~~2,145~~296			62,~~297~~145
Bitcoin mining revenue		(~~106~~62,~~843~~118	)		(5512,~~880~~338	)
Loss (gain) on digital assets		114,832			(201,147	)
Loss on digital assets		117,188			112,394
Deferred tax assets and liabilities		~~(17,198~~—	)		23(19,~~022~~890	)
Gain on derivatives		(1837,~~863~~292	)		(1920,~~923~~862	)
Loss on sale of property and equipment		2,454			—
Gain on warrant liability		(69	)		—
Gain on warrant liability		(26	)		—
Loss on sale of property and equipment		—			2,454
Gain on debt extinguishment		—			(5,966	)
Amortization of debt discount		—			3,504
Loss on discontinued operations		—			4,816
Changes in assets and liabilities:
Deposits and prepaid expenses		83(606	)		~~(2,137~~—	)
Income taxes payable		(869	)		(138	)
Accounts and other receivable		2,087			—
Accounts payable and accrued expenses		42,495			(16,606	)
Income taxes payable		956			(889	)
Net cash used in operating activities		(43,066	)		(77,594	)
Accounts payable and accrued expenses		(486	)		(13,468	)
Due to Hut 8		(18,038	)		—
Net cash used in operating activities		(42,510	)		(44,653	)
Investing activities
Proceeds from sale of digital assets		~~3,429~~—			633,~~421~~429
Purchase of digital assets		(287,779	)		—
Purchases of digital assets		(61,316	)		—
Deposit paid to purchase property and equipment		—			(24,432	)
Deposit paid to purchase miners and mining equipment		(445	)		—
Purchases of property and equipment		—			(3,580	)
Proceeds from sale of property and equipment		—			2,563
Proceeds from sale of property and equipment		2,563			—
Net cash (used in) provided by investing activities		(61,761	)		5,992
Cash on completion of the Business Combination		894			—
Net cash (used) provided by investing activities		(280,893	)		35,409
Financing activities
Repayments of loans payable		—			(11,480	)
Proceeds from the issuance of common stock – at-the-market offering, net of issuance costs		110,503			—
Net proceeds from covered call options premium		—			20,844
Net transfer from Hut 8 – non-cash		—			38,661
Proceeds from the issuance of Class A common stock – private placement, net of issuance costs		205,275			—
Net cash provided by financing activities		110,503			38,661
Proceeds from the issuance of Class A common stock – at-the-market offering, net of issuance costs		87,992			—
Net increase in cash		6,232			—
Proceeds from the issuance of Class A common stock – warrant exercises		6			—
Cash, beginning of period		3,822			—
Adjustments post carevout of mining operations to ABTC – non-cash		955,246			—
Cash, end of period	$	10,054		$	—
Distribution to Parent – non-cash		(115,752	)		—
Net Parent investment – non-cash		(800,832	)		32,821
Net cash provided by financing activities		331,935			42,185
Net increase in cash		7,976			—
Cash, beginning of period		—			—
Cash and restricted cash, end of period	$	7,976		$	—

See accompanying Notes to Unaudited Condensed and Combined Financial Statements.


	Three Months Ended
	March 31,
	2026		2025
Supplemental cash flow information:
Non-cash transactions
Right-of-use assets obtained in exchange for operating lease liabilities	$	11,398	$	—
Property and equipment acquired under accounts payable and accrued expenses	$	3,331	$	—
Property and equipment acquired under miner purchase liability	$	8,827	$	—
Bitcoin redemption and put options acquired under miner purchase liability	$	23,227	$	—

7See accompanying Notes to Unaudited Condensed Consolidated and Combined Financial Statements.

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	Nine Months Ended
	September 30,
	2025		2024
Supplemental cash flow information:
Non-cash transactions
Digital assets received for the issuance of Class A common stock	$	10,000	$	—
Property and equipment in miner purchase liability	$	267,166	$	—
Assets acquired, including goodwill, net of liabilities assumed in the Business Combination, net of cash acquired	$	134,929	$	—
Warrants exercised	$	8,420	$	—

See accompanying Notes to Unaudited Condensed and Combined Financial Statements.

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American Bitcoin Corp.

Notes to Unaudited Condensed Consolidated and Combined Financial Statements

Note 1. Description of business, the transactions and basis of presentation

Nature of operations and corporate information

American Bitcoin Corp. is a pure-play Bitcoin accumulation platform that integrates scaled Bitcoin mining operations with disciplined accumulation strategies. Its business is (i) the operation of application-specific integrated circuit (“"ASIC”") miners for the purpose of mining Bitcoin and (ii) the strategic accumulation of a Bitcoin reserve. References to the "Company" herein refer to:

(i)

the ~~“Bitcoin~~"ASIC ~~mining”~~compute" sub-segment of Hut 8 Corp.’s “"Compute”" segment prior to the effectiveness of the Transactions (as defined below) on March 31, 2025;

(ii)

(iii)

American Bitcoin Corp. (formerly known as Gryphon Digital Mining, Inc.) following the consummation of the Mergers on September 3, 2025.

The Transactions

Transaction with American Data Centers Inc.

On March 31, 2025, Hut 8 Corp. (~~“Parent”~~"Hut 8"), American Data Centers Inc. ("ADC"), and the stockholders of ADC entered into a Contribution and Stock Purchase Agreement (the “"Agreement”"), pursuant to which ~~Parent~~Hut 8 contributed to ADC substantially all of ~~Parent~~Hut 8’s wholly-owned ASIC miners, representing the business of the Company, in exchange for newly issued Class B Common Stock of ADC, representing 80% of the total and combined voting power and 80% of the issued and outstanding equity interests of ADC after giving effect to the issuance (the “"Transactions”"). Prior to the effectiveness of the Transactions, the Company did not operate as a standalone company and instead operated as the ~~“Bitcoin~~"ASIC ~~mining”~~compute" sub-segment of ~~Parent~~Hut 8’s “"Compute”" segment. In connection with the Transactions, ADC was renamed American Bitcoin Corp. ("Historical ABTC") and became a majority-owned subsidiary of ~~Parent~~Hut 8. The Transactions did not meet the business combination criteria under FASB ASC Topic 805, Business Combinations. The net book value of the assets contributed by ~~Parent~~Hut 8, representing the business of the Company, was $126.4 million consisting of $121.1  million contributed in March 2025 and $5.3 ~~Parent~~million contributed in April 2025. Hut 8 incurred $1.65 million in transaction costs related to the Transactions.

In connection with the Transactions, ~~Parent~~Hut 8 and the Company entered into a Master Services Agreement and a Master Colocation Services Agreement providing for ~~Parent~~Hut 8 and its personnel to perform day-to-day commercial and operational management services and ASIC colocation services to the Company, respectively, in each case on an exclusive basis for so long as such agreements remain in effect. ~~Parent~~Hut 8 and the Company also entered into a Shared Services Agreement, pursuant to which ~~Parent~~Hut 8 and its personnel would provide back-office support services to the Company.

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American Bitcoin Corp.

Notes to Unaudited Condensed Consolidated and Combined Financial Statements

The following table presents a reconciliation of the Unaudited Condensed Consolidated and Combined Balance Sheets of the Company as of March 31, 2025, prior to the effectiveness of the Transactions, and the Unaudited Condensed Consolidated and Combined Balance Sheets of the Company as of March 31, 2025, following the effectiveness of the Transactions:

	Combined Balance Sheet as of			Adjustments Post			BalanceSheet as of
	March 31, 2025			Carveout			March 31, 2025
Assets
Current assets
Deposits and prepaid expenses	$	36,920		$	(36,920	)	$	—
Derivative assets		21,397			(21,397	)		—
Digital assets - pledged for miner purchase		79,893			(79,893	)		—
Digital assets – pledged for miner purchase		79,893			(79,893	)		—
Total current assets		138,210			(138,210	)		—
Non-current assets
Digital assets – held in custody		597,743			(597,743	)		—
Digital assets – pledged as collateral		169,608			(169,608	)		—
Property and equipment, net		123,079			(1,967	)		121,112
Goodwill		53,169			(53,169	)		—
Total non-current assets		943,599			(822,487	)		121,112
Total assets	$	1,081,809		$	(960,697	)	$	121,112
Liabilities and equity
Current liabilities
Accounts payable and accrued expenses	$	108,235		$	(108,235	)	$	—
Derivative liability		896			(896	)		—
Income tax payable		19			(19	)		—
Total current liabilities		109,150			(109,150	)		—
Non-current liabilities
Deferred tax liability		21,103			(15,748	)		5,355
Total liabilities		130,253			(124,898	)		5,355
Stockholders’ equity
Parent net investment		995,436			(995,436	)		—
Net Hut 8 investment		995,436			(995,436	)		—
Common Stock		—			5			5
Additional paid-in capital		—			115,752			115,752
Accumulated other comprehensive income		(43,880	)		43,880			—
Total stockholders’ equity		951,556			(835,799	)		115,757
Total liabilities and stockholders’ equity	$	1,081,809		$	(960,697	)	$	121,112

~~Business~~Mergers ~~combination~~ with Gryphon Digital Mining, Inc.

On May 9, 2025, Gryphon Digital Mining, Inc., a Delaware corporation (together with its consolidated subsidiaries and predecessors “"Gryphon”"), GDM Merger Sub I Inc., a Delaware corporation and wholly owned direct subsidiary of Gryphon (“"Merger Sub Inc.”"), GDM Merger Sub II LLC, a Delaware limited liability company and wholly owned direct subsidiary of Gryphon (“"Merger Sub LLC”"), and Historical ABTC, entered into an Agreement and Plan of Merger (the “"Merger Agreement”").

On September 3, 2025, in accordance with the terms of the Merger Agreement, among other things, (i) Merger Sub Inc. merged with and into Historical ABTC, with Historical ABTC surviving the merger (the “"First Merger”") as a wholly owned direct subsidiary of Gryphon (the corporation surviving the First Merger, the “"First Merger Surviving Corporation”") and (ii) immediately after the First Merger, the First Merger Surviving Corporation merged with and into Merger Sub LLC, with Merger Sub LLC surviving the merger (the “"Second Merger”" and, taken together with the First Merger, the ~~“Business Combination” or~~ "Mergers") as a wholly owned direct subsidiary of Gryphon. Gryphon was renamed to American Bitcoin Corp. after the completion of the ~~Business~~Mergers ~~Combination~~ (the “"Closing”"). This transaction was accounted for under the acquisition method as a reverse acquisition with Historical ABTC identified as the accounting acquirer for financial statement reporting purposes. The transaction resulted in the recognition of $154.4 million of goodwill.

~~Please refer to Note 3 for more information on the Business Combination.~~8

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American Bitcoin Corp.

Notes to Unaudited Condensed Consolidated and Combined Financial Statements

Note 2. Significant accounting policies and recent accounting pronouncements

Basis of presentation

Until the effectiveness of the Transactions on March 31, 2025, the Company’s operations historically operated as the “"Bitcoin mining”" sub-segment of ~~Parent~~Hut 8’s “"Compute”" segment and not as a standalone company; therefore, separate financial statements had not historically been prepared for the Company prior to April 1, 2025. The Company's Unaudited Condensed Consolidated and Combined Financial Statements represent the historical assets, liabilities, operations, and cash flows directly attributable to the Company starting April 1, 2025; ~~and~~the prior, periods have been prepared on a carveout basis through the use of a management approach from ~~Parent~~Hut 8’s consolidated financial statements and accounting records and are presented on a standalone basis as if the operations ~~have~~had been conducted independently from ~~Parent~~Hut 8.

Following the effectiveness of the Transactions on March 31, 2025, the Company began operating as a standalone entity with its own accounting and financial records; therefore, starting April 1, 2025, the Company’s results of operations are the results directly attributed to its standalone operations rather than the Bitcoin mining operations of ~~Parent~~Hut 8. The Company’s Unaudited Condensed Consolidated and Combined Balance Sheets as of ~~September~~March 3031, ~~2025~~2026, reflects the assets and liabilities that the Company directly owns or is legally obligated to satisfy post-Transactions.

Prior to the effectiveness of the Transactions on March 31, 2025, all revenues and costs, as well as assets and liabilities directly associated with ~~Parent~~Hut 8’s Bitcoin mining sub-segment activities were included in the Company’s Unaudited Condensed Consolidated and Combined Financial Statements, including ~~Parent~~Hut 8’s strategic Bitcoin reserve (which remained with ~~Parent~~Hut 8 following the effectiveness of the Transactions). Additional costs allocated to the Company include corporate general and administrative expenses which consisted of various categories, including but not limited to: employee compensation and benefits, professional services, facilities and corporate office expenses, information technology, interest expenses, and stock-based compensation. The corporate and general administrative expenses allocated were primarily based on a percentage of revenue basis that was considered to be a reasonable reflection of the utilization of the services provided or benefit received during the periods presented, depending on the nature of the service received. Management believes the assumptions underlying the Company’s Unaudited Condensed Consolidated and Combined Financial Statements, including the expense methodology and resulting allocation, are reasonable for all periods presented. However, the allocations may not include all of the actual expenses that would have been incurred by the Company had it operated as a standalone entity during such periods and may not reflect its results of operations, financial position and cash flows had it been a standalone company during the periods presented. Actual costs that might have been incurred had the Company been a standalone company would depend on a number of factors, including the Company’s organizational structure, what corporate functions the Company might have performed directly or outsourced, and strategic decisions the Company might have made in areas such as executive management, legal, and other professional services, and certain corporate overhead functions. These costs also may not be indicative of the expenses that the Company may incur in the future or would have incurred if the Company had obtained these services from a third party.

~~All~~Prior ~~intracompany transactions within the Company prior~~ to the effectiveness of the Transactions on March 31, 2025, ~~have been eliminated. All intercompany transactions between~~ the Company’s ~~and~~equity ~~Parent~~balance ~~on or before March 31, 2025 are considered to be effectively settled~~ in ~~the~~its ~~Company’s~~ Unaudited Condensed Consolidated and Combined Financial Statements atrepresented the ~~time~~excess ~~the~~of ~~transactions~~total ~~are~~liabilities ~~recorded~~over assets. ~~The~~Net ~~total~~Hut ~~net~~8 ~~effect~~investment ofis ~~these~~primarily ~~intercompany~~impacted ~~transactions~~by ~~considered~~contributions tofrom beHut ~~settled~~8 that are ~~reflected in~~ the ~~Company’s~~result ~~Unaudited Condensed and Combined Statement~~ of ~~Cash Flows within financing activities and in the Company’s Unaudited Condensed and Combined Balance Sheets as~~ net ~~Parent~~funding ~~investment.~~provided Atby ~~March~~or ~~31,~~distributed ~~2025,~~to asHut ~~described in the description of the Transactions above, the total net Parent investment has been settled~~8.

Prior to the effectiveness of the Transactions on March 31, 2025, ~~the~~cash ~~Company’s~~was ~~equity~~managed ~~balance~~through inbank ~~its~~accounts ~~Unaudited~~controlled ~~Condensed~~ and ~~Combined~~maintained ~~Financial~~by ~~Statements~~Hut ~~represents~~8. ~~the~~The ~~excess~~Company did not have legal ownership of ~~total~~any ~~liabilities~~bank ~~over~~accounts ~~assets~~containing cash balances prior to March 31, 2025. ~~Net~~As ~~Parent~~such, ~~investment~~cash held in commingled accounts with Hut 8 is ~~primarily~~presented ~~impacted~~within bynet ~~contributions~~Hut ~~from~~8 ~~Parent~~investment ~~that~~on ~~are~~the Company’s Unaudited Condensed Consolidated and Combined Balance Sheets. Subsequent to March 31, 2025, the ~~result~~Company ofhas ~~net~~set ~~funding~~up ~~provided~~its byown orlegally ~~distributed~~separate bank accounts to ~~Parent~~directly settle its liabilities and to manage its own cash.

Prior to the effectiveness of the Transactions on March 31, 2025, ~~cash~~the Company was ~~managed~~not ~~through~~a ~~bank~~co-obligor ~~accounts~~on ~~controlled~~Hut ~~and~~8’s ~~maintained~~third-party, bylong-term ~~Parent.~~debt ~~The~~obligations nor was the Company ~~did~~expected ~~not~~to ~~have~~pay ~~legal~~any ~~ownership~~portion of ~~any~~Hut ~~bank~~8’s ~~accounts~~third-party, ~~containing~~long-term ~~cash~~debt. ~~balances~~However, ~~prior~~proceeds from Hut 8’s third-party debts were used to ~~March~~finance ~~31,~~the ~~2025.~~Company’s Aspurchase ~~such,~~of ~~cash~~ASICs ~~held~~or indirectly ~~commingled~~used ~~accounts~~for ~~with~~the ~~Parent~~Company’s isBitcoin ~~presented~~mining-related ~~within~~activities ~~net~~and ~~Parent~~were ~~investment~~therefore onincluded in the Company’s Unaudited Condensed Consolidated and Combined ~~Balance~~Financial ~~Sheets~~Statements. ~~Subsequent~~While tothe Company is not a legal obligor, as of March 31, ~~2025~~2026, certain Bitcoin mining assets of the Company ~~has~~were ~~set~~pledged upas ~~its~~collateral ~~own~~as ~~legally~~disclosed ~~separate~~in ~~bank~~Note ~~accounts~~4. toDigital ~~directly~~Assets. ~~settle~~Following ~~its~~the ~~liabilities~~effectiveness ~~and~~of the Transactions on March 31, 2025, the Company is no longer connected to ~~manage~~any ~~its~~of ~~own~~Hut ~~cash~~8’s third-party debt obligations.

119

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American Bitcoin Corp.

Notes to Unaudited Condensed Consolidated and Combined Financial Statements

~~Prior~~The toCompany’s ~~the~~Unaudited ~~effectiveness~~Condensed ofConsolidated ~~the~~and ~~Transactions~~Combined onFinancial ~~March~~Statements ~~31,~~have ~~2025,~~been ~~the~~prepared ~~Company~~in ~~was~~accordance ~~not~~with aaccounting ~~co-obligor~~principles ongenerally ~~Parent’s~~accepted ~~third-party,~~in ~~long-term debt obligations nor was~~ the ~~Company~~United ~~expected~~States toof ~~pay~~America ~~any~~("GAAP") ~~portion~~for ofinterim ~~Parent’s~~financial ~~third-party, long-term debt~~reporting. ~~However,~~While ~~proceeds~~these ~~from~~statements ~~Parent’s~~reflect ~~third-party~~all ~~debts~~normal ~~were~~recurring ~~used~~adjustments towhich ~~finance~~are, in the ~~Company’s~~opinion ~~purchase~~ of ~~ASICs~~management, ornecessary ~~directly~~for ~~used~~fair ~~for~~presentation of the ~~Company’s~~results ~~Bitcoin~~of ~~mining-related~~the ~~activities~~interim ~~and~~period, ~~were~~they ~~therefore~~do ~~included~~not ininclude all the ~~Company’s~~information ~~Unaudited Condensed~~ and ~~Combined~~footnotes ~~Financial~~required ~~Statements.~~by ~~While~~GAAP ~~the~~for ~~Company~~complete isfinancial ~~not~~statements. aAs ~~legal obligor~~such, asthe ~~of September~~information ~~30,~~included ~~2025,~~in ~~certain~~these ~~Bitcoin~~Unaudited ~~mining~~Condensed ~~assets~~Consolidated ofand ~~the~~Combined ~~Company~~Financial ~~were~~Statements ~~pledged~~should asbe ~~collateral~~read asin ~~disclosed~~conjunction inwith ~~Note~~the 5.Company's ~~Following~~Combined ~~the~~Financial ~~effectiveness~~Statements offor the ~~Transactions~~year onended ~~March~~December 31, 2025, ~~the~~and ~~Company~~related isnotes noincluded ~~longer connected to any of Parent’s third-party debt obligations~~therewith.

The Company’s Unaudited Condensed and Combined Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial reporting. While these statements reflect all normal recurring adjustments which are, in the opinion of management, necessary for fair presentation of the results of the interim period, they do not include all the information and footnotes required by GAAP for complete financial statements. As such, the information included in these Unaudited Condensed and Combined Financial Statements should be read in conjunction with Historical ABTC's Annual Financial Statements for the years ended December 31, 2024 and 2023, and related notes included therewith.

Interim results are not necessarily indicative of results for a full year.

The U.S. Dollar is the functional and presentation currency of the Company.

Significant accounting policies followed by the Company in the preparation of the accompanying Unaudited Condensed Consolidated and Combined Financial Statements are summarized below.

Principles of consolidation

The Company's Unaudited Condensed Consolidated and Combined Financial Statements include the accounts of the Company and its controlled subsidiaries. Consolidated subsidiaries’ results are included from the date the subsidiary was formed or acquired. Intercompany balances and transactions have been eliminated in consolidation.

Recent accounting pronouncements

The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequences of the change to its Unaudited Condensed Consolidated and Combined Financial Statements and ensures that there are proper controls in place to ascertain that the Company’s Unaudited Condensed Consolidated and Combined Financial Statements properly reflect the change.

In ~~September~~December 2025, the Financial Accounting Standards Board (“"FASB”") issued Update ~~ASU~~ 2025-0612, ~~Intangibles—Goodwill~~Codification ~~and Other—Internal-Use Software (Subtopic 350-40): Targeted~~ Improvements, ~~to the Accounting for Internal-Use Software~~ (“"ASU 2025-~~06”~~12"). ASU 2025-0612 ~~modernizes~~clarifies ~~the~~dilutive ~~accounting~~earnings per share treatment for ~~internal-use~~certain ~~software~~contracts tothat ~~current~~may ~~development~~be ~~practices,~~settled ~~clarifies~~in stock or cash when toa ~~begin~~company ~~capitalizing~~has ~~costs~~a ~~and~~loss ~~enhances~~from ~~disclosure~~continuing ~~requirements~~operations. This update is effective for interim and annual reporting periods beginning after December 1531, ~~2027~~2026, with early adoption permitted. The Company is currently assessing the impact of adopting ~~the~~this standard. Adoption of ASU 2025-12 requires retrospective application to each prior reporting period presented.

In ~~January~~September 2025, ~~the~~ FASB issued ~~Update~~ ASU 2025-0107, ~~Income~~Derivatives ~~Statement—Reporting~~and ~~Comprehensive~~Hedging ~~Income—Expense Disaggregation Disclosures~~ (~~Subtopic~~Topic ~~220-40~~815): ~~Clarifying~~and ~~the~~Revenue ~~Effective~~from ~~Date~~Contracts ~~(“ASU~~with ~~2025-01”).~~Customers ~~ASU 2025-01 was issued to clarify the effective date for Update ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures~~ (~~Subtopic~~Topic ~~220-40~~606): ~~Disaggregation of Income Statement Expenses~~ (“"ASU ~~2024~~2025-~~03”~~07"). ~~ASU~~With ~~2024-03~~respect ~~requires public business entities~~ to ~~provide~~Topic ~~additional disclosures in the notes to financial statements~~815, ~~disaggregating~~ASU ~~specific~~2025-07 ~~expense~~refines ~~categories~~the ~~within~~scope ~~relevant income statement captions. The prescribed categories include purchases~~ of ~~inventory,~~Topic ~~employee~~815 ~~compensation,~~to ~~depreciation,~~clarify ~~intangible~~which ~~asset~~contracts ~~amortization,~~are ~~and~~subject ~~depreciation, depletion, and amortization related~~ to ~~oil-and-gas~~derivative ~~producing activities~~accounting. ~~ASU~~This ~~2024-03~~update is effective for ~~the~~interim ~~first~~and annual reporting ~~period~~periods beginning after December 15, 2026, ~~and~~with ~~interim~~early ~~periods within annual reporting periods beginning after December 15, 2027. Early~~ adoption is permitted. The Company is currently assessing the impact of adopting ~~the~~this standard. ASU 2025-07 may be applied using a prospective or modified retrospective transition approach.

In ~~October~~September ~~2023~~2025, ~~the~~ FASB issued Update ASU ~~No. 2023~~2025-0906, ~~Income~~Intangibles—Goodwill ~~Taxes~~and Other—Internal-Use Software (~~Topic~~Subtopic ~~740~~350-40): Targeted Improvements to ~~Income~~the ~~Tax~~Accounting ~~Disclosures~~for Internal-Use Software (“"ASU ~~2023~~2025-~~09”~~06") ~~to enhance transparency in income tax reporting~~. ASU ~~2023~~2025-0906 ~~requires~~modernizes ~~public business entities to disclose more detailed information about~~ the ~~nature~~accounting ~~and~~for ~~composition~~internal-use ofsoftware ~~deferred~~to ~~tax~~current ~~assets~~development ~~and liabilities~~practices, ~~including~~clarifies ~~the~~when ~~impact~~to ofbegin ~~tax~~capitalizing ~~law~~costs ~~changes~~and onenhances ~~current~~disclosure ~~taxes payable~~requirements. ~~ASU~~This ~~2023-09~~update is effective for ~~fiscal~~interim ~~years~~and annual periods beginning after December 15, ~~2024~~2027, with early adoption permitted. The Company is currently assessing the impact of adopting the standard.

12In January 2025, the FASB issued Update ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date ("ASU 2025-01"). ASU 2025-01 was issued to clarify the effective date for Update ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses ("ASU 2024-03"). ASU 2024-03 requires public business entities to provide additional disclosures in the notes to financial statements, disaggregating specific expense categories within relevant income statement captions. The prescribed categories include purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depreciation, depletion, and amortization related to oil-and-gas producing activities. ASU 2024-03 is effective for the first annual reporting period beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently assessing the impact of adopting the standard.

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American Bitcoin Corp.

Notes to Unaudited Condensed Consolidated and Combined Financial Statements

Use of estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and accompanying notes. Future events and their effects cannot be determined with absolute certainty. Therefore, the determination of estimates requires the exercise of judgment. Actual results inevitably will differ from those estimates, and such differences may be material to the financial statements. The most significant accounting estimates inherent in the preparation of the Company’s Unaudited Condensed Consolidated and Combined Financial Statements include estimates associated with revenue recognition, determining the useful lives and recoverability of long-lived assets, goodwill and digital assets, the allocation of costs to the Company for certain corporate and shared service functions in preparing the Company’s Unaudited Condensed Consolidated and Combined Financial Statements on a carve-out basis, and current and deferred income tax assets (including the associated valuation allowance) and liabilities.

Cash

Cash includes cash on hand and demand deposits placed with banks or other financial institutions, which are unrestricted as to withdrawal or use. The Company considers all highly liquid investments with an original maturity of three months or less at the date of acquisition to be cash equivalents. As of March 31, 2026, the Company had no cash equivalents. Periodically, the Company may maintain deposits in financial institutions in excess of government insured limits. Management believes that the Company is not exposed to significant credit risk as the Company’s deposits are held at financial institutions that management believes to be of high credit quality. To date, the Company has not experienced any losses on these deposits.

Fair value measurement

The Company’s financial assets and liabilities are accounted for in accordance with FASB ASC Topic 820, Fair Value Measurements and Disclosures (“"ASC 820”") which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy requires an entity to maximize the use of observable inputs when measuring fair value and classifies those inputs into three levels:

Level 1— Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2— Observable, market-based inputs, other than quoted prices included in Level 1, for the assets or liabilities either directly or indirectly.

Level 3—Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

Observable inputs are based on market data obtained from independent sources, while unobservable inputs are based on the Company’s market assumptions. Unobservable inputs require significant management judgment or estimation. In some cases, the inputs used to measure an asset or a liability may fall into different levels of the fair value hierarchy. In those instances, the fair value measurement is required to be classified using the lowest level of input that is significant to the fair value measurement. Such determination requires significant management judgment.

~~Assets and liabilities measured at fair value on a recurring basis~~ 11

The following table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis and the Company’s estimated level within the fair value hierarchy of those assets and liabilities as of September 30, 2025 and December 31, 2024:

	Fair value measured at September 30, 2025
(in USD thousands)	Total carrying value at September 30, 2025			Quoted prices in active markets (Level 1)		Significant otherobservable inputs (Level 2)			Significantunobservable inputs (Level 3)
Digital assets	$	389,932		$	389,932	$	—		$	—
Warrant liability		(571	)		—		—			(571	)
Bitcoin redemption option		63,723			—		63,723			—
	Fair value measured at December 31, 2024
(in USD thousands)	Total carrying value at December 31, 2024			Quoted prices in active markets (Level 1)		Significant otherobservable inputs (Level 2)			Significantunobservable inputs (Level 3)
Digital assets	$	949,501		$	949,501	$	—		$	—
Covered call options		(18,437	)		—		(18,437	)		—
Bitcoin redemption option		18,076			—		—			18,076

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American Bitcoin Corp.

Notes to Unaudited Condensed Consolidated and Combined Financial Statements

Assets and liabilities measured at fair value on a recurring basis


	Fair value measured at March 31, 2026
(in USD thousands)	Total carrying value at March 31, 2026			Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Digital assets	$	478,989		$	478,989	$	—	$	—
Warrant liability		(77	)		—		—		(77	)
Bitcoin redemption and put options		161,699			—		161,699		—

	Fair value measured at December 31, 2025
(in USD thousands)	Total carrying value at December 31, 2025			Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Digital assets	$	472,577		$	472,577	$	—	$	—
Warrant liability		(146	)		—		—		(146	)
Bitcoin redemption and put options		101,179			—		101,179		—

In determining the fair value of its digital assets, the Company is able to cite quoted prices as determined by the Company’s principal market, which is the Coinbase exchange. As such, the Company’s Digital assets were determined to be Level 1 assets. See Digital assets below for a description of the Company’s digital asset accounting policy.

InThe ~~estimating~~Company estimates the fair value of its ~~covered~~Bitcoin ~~call~~redemption ~~options,~~and ~~the~~put ~~Company~~options ~~uses~~using the Black model, which includes several inputs and assumptions, including the forward price of the underlying asset (Bitcoin), the underlying asset’s implied volatility, the risk-free interest rate, and the expected term of the ~~options.~~redemption The expected term of the options is the contractual term of the options given the options can only be exercised on their expiry date (i.e., European-style options). The Company previously used the Black-Scholes pricing model and ~~reflected~~put the observable forward price of the underlying asset in the estimation of fair value but now uses the Black model as the forward price of the underlying asset is a direct input of the Black model. The Company determined that the covered call options ~~are Level 2 liabilities given all inputs are observable, but the options themselves are not traded in an active market~~. ~~Following the effectiveness of the Transactions on March 31, 2025, the call options remained with Parent and were not part of the assets transferred to the Company on March 31, 2025.~~

The Company estimates the fair value of its Bitcoin redemption option using the Black model, which includes several inputs and assumptions, including the forward price of the underlying asset (Bitcoin), the underlying asset’s implied volatility, the risk-free interest rate, and the expected term of the redemption option. The Company previously used the Black-Scholes pricing model and reflected the observable forward price of the underlying asset in the estimation of fair value but now uses the Black model as the forward price of the underlying asset is a direct input of the Black model. In addition, management’s assumption of the start of the redemption period, triggered by a shipment date of purchased property and equipment, was previously a significant unobservable input that has now resolved and is no longer a significant unobservable input. The Company previously determined that the Bitcoin redemption option was a Level 3 liability given a significant unobservable input was included in its valuation. As a result of the resolution of the previously significant unobservable input, the Company transferred the Bitcoin redemption option out of Level 3 into Level 2 during the nine months ended September 30, 2025.

See the Derivatives section below for a description of the Company’s derivative instrument accounting policy.

The Company estimated the fair value of its warrant liability, which it assumed in connection with the Mergers, using the Black-Scholes pricing model, which includes significant unobservable inputs, including the expected term of the warrants, and as a result, the Company determined that the warrant liability is a Level 3 liability. For quantitative disclosure on the inputs used to estimate the fair value of the Company’s warrant liability, see Note 87. Derivatives. See Warrant liability section below for a description of the Company’s warrant liability accounting policy.

Assets and liabilities measured at fair value on a non-recurring basis

In addition to assets and liabilities that are measured at fair value on a recurring basis, the Company also measures certain assets and liabilities at fair value on a non-recurring basis. The Company’s non-financial assets, including goodwill and property and equipment, are measured at fair value when there is an indication of impairment and the carrying amount exceeds the asset’s projected undiscounted cash flows. These assets are recorded at estimated fair value only when an impairment charge is recognized. The Company had no impairment from its continuing operations related to its non-financial assets and liabilities measured on a non-recurring basis during the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 and 2024. The Company recognized approximately $3.1 million of impairment losses from its discontinued operations related to the Drumheller site’s non-financial assets and liabilities measured on a non-recurring basis during the nine months ended September 30, 2024. There were no discontinued operations during the nine months ended September 30, 2025. ~~See the Impairment of long-lived assets and Goodwill accounting policies below, as well as Note 4 for further discussion.~~

The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts payable and accrued expenses, approximate fair value due to the short-term nature of these instruments. The carrying value of long-term liabilities, such as lease liabilities, approximate fair value as the related interest rates approximate rates currently available to the Company.

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American Bitcoin Corp.

Notes to Unaudited Condensed Consolidated and Combined Financial Statements

Digital assets

Bitcoin, representing the Company’s digital assets, are measured at fair value as of each reporting period. The fair value of digital assets is measured using the period-end closing price from the Company’s principal market, which is Coinbase Prime, in accordance with ASC 820. Since the digital assets are traded on a 24-hour period, the Company utilizes the price as of midnight UTC time, which aligns with the Company’s Bitcoin mining revenue recognition cut-off. Changes in fair value are recognized in Losses ~~(gains)~~ on digital assets, in Operating expenses ~~(income)~~ on the Company’s Unaudited Condensed Consolidated and Combined Statement of Operations and Comprehensive ~~Income~~ (Loss) Income. When the Company sells digital assets, gains or losses from such transactions are measured as the difference between the cash proceeds and the carrying basis of the digital assets as determined on a First In-First Out basis and are also recorded within the same line item ~~Losses~~Loss ~~(gains)~~ on digital assets.

Digital assets received by the Company through its revenue activities are accounted for in connection with the Company’s revenue recognition policy disclosed below.

During the fourth quarter of 2024, Parent made the decision to change its strategic treasury policy, retaining all Bitcoin mined in its operations to increase its Bitcoin holdings. As a result of its intent to hold the Bitcoin, the Company began classifying its digital assets held as a non-current asset on its Unaudited Condensed and Combined Balance Sheets, except for certain specific use cases. Decisions to utilize the Bitcoin will be made on a case-by-case basis. Prior to the effectiveness of the Transactions on March 31, 2025, the Company had classified certain digital assets as current on its Unaudited Condensed and Combined Balance Sheets in connection with the Bitcoin purchased and subsequently pledged to Bitmain Technologies Delaware Limited in connection with a Future Sales and Purchase Agreement, as amended, for the purchase of ASIC miners. Following the effectiveness of the Transactions on March 31, 2025, the pledged Bitcoin remained with Parent and was not part of the assets transferred to the Company on March 31, 2025, and therefore it is not included on the Unaudited Condensed and Combined Balance Sheets of the Company as of September 30, 2025.

Leases

The Company accounts for its leases under ASC Topic 842, Leases (“"ASC 842”"). Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases and are recorded on the Unaudited Condensed Consolidated and Combined Balance Sheets as both a right-of-use (“"ROU”") asset and a lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the ROU asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the ROU asset result in straight-line rent expense over the lease term.

Upon adoption of ASC 842, for purposes of calculating the ROU asset and lease liability, the Company elected to combine lease and related non-lease components as permitted under ASC 842. The Company also elected the short-term lease exception for leases having an initial term of 12 months or less. Consequently, such leases are not recorded in the Company’s Unaudited Condensed Consolidated and Combined Balance Sheets. The Company recognizes rent expense from its operating leases on a straight-line basis over the lease term.

Property and equipment

Property and equipment, net are stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets. Cost includes expenditures that are directly attributable to the acquisition of the asset, including those attributable to bringing the asset to its intended working condition. Construction in progress is not depreciated until the assets are placed in service.

Based on the currently available information and data, management has determined that the straight-line method of depreciation best reflects the current expected useful life of the Company's miners and mining equipment. Management reviews estimates at each reporting date and will revise such estimates as and when data become available. Management reviews the appropriateness of its assumptions related to residual value at each reporting date.

The estimated useful life of the Company's property and equipment is generally as follows:


		Useful life (in years)
Miners and mining equipment		4

Impairment of long-lived assets

The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of its long-lived assets, including property and equipment, may not be recoverable. When such events or changes in circumstances occur, the Company assesses recoverability by determining whether the carrying value of such assets will be recovered through the undiscounted expected future cash flows from it. If the expected future undiscounted cash flows from the assets are less than the carrying amount of these assets, the Company recognizes an impairment loss based on any excess of the carrying amount over the fair value of the assets.

When recognized, impairment losses related to long-lived assets to be held and used in operations are recorded as cost and expenses in the Company’s Unaudited Condensed Consolidated and Combined Statements of Operations and Comprehensive Income (Loss).

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American Bitcoin Corp.

Notes to Unaudited Condensed Consolidated and Combined Financial Statements

~~Impairment~~Goodwill ~~of goodwill~~

Goodwill represents the cost of a business acquisition in excess of the fair value of the net assets acquired. The Company reviews goodwill for impairment at the reporting unit level on an annual basis during the fourth quarter of each fiscal year and in between annual tests whenever events or changes in circumstances indicate that it is more likely than not that the carrying value of a reporting unit exceeds its fair value. In performing the goodwill impairment test, the Company first performs a qualitative assessment, which requires the Company to consider events or circumstances, including significant changes in the manner of the Company’s use of the acquired assets or the strategy for the Company’s overall business, significant underperformance relative to expected historical or projected development milestones, significant negative regulatory or economic trends, and significant technological changes that could render the asset (or asset group) obsolete. If, after assessing the totality of events or circumstances, the Company determines that it is more likely than not that the fair value of its reporting unit is greater than the carrying amounts, then the quantitative goodwill impairment test is not performed.

If the qualitative assessment indicates that the quantitative analysis should be performed, the Company next evaluates goodwill for impairment by comparing the fair value of its reporting unit to its carrying value, including the associated goodwill. To determine the fair value, the Company uses the equal weighting of the market approach based on comparable publicly traded companies in similar lines of businesses and the income approach based on estimated discounted future cash flows. Cash flow assumptions consider historical and forecasted revenue, operating costs and other relevant factors.

The Company has not recorded an impairment to goodwill asfor ofthe ~~September~~three 30months ended March 31, 2026 and 2025.

Derivatives

The Company accounts for the derivative contracts it enters into as follows:

Bitcoin redemption ~~option~~and put options

The Company has entered into anagreements ~~agreement~~ to purchase property and equipment that includes a pledge of Bitcoin and a right to redeem the pledged Bitcoin for a certain period after the redemption period starts. The redemption period starts when the purchased property and equipment is shipped. The amount of Bitcoin that can be redeemed is pro-rata of the percentage of property and equipment shipped. ~~This~~These Bitcoin redemption ~~option~~and ~~does~~put options do not qualify as an accounting hedge under FASB ASC Topic 815, Derivatives and Hedging (“"ASC 815”"). Accordingly, the Company carries the Bitcoin redemption ~~option~~and put options at fair value and any gains or losses are recognized in profit or loss, respectively.

Covered call options

From time to time, ~~Parent~~Hut 8 sold call options on Bitcoin that it owned (the “"covered call options”") to generate cash flows on a portion of its Bitcoin held. These options do not qualify as accounting hedges under ASC 815. Accordingly, the Company carries the covered call options at fair value and any gains or losses are recognized in profit or loss, respectively.

As of ~~September~~March 3031, ~~2025~~2026, the Company had not entered into a covered call options transaction.

Warrant liability

The Company ~~carries~~assumed ~~its~~certain ~~warrant~~warrants ~~liability~~in atthe ~~fair~~Mergers ~~value~~(as indefined ~~accordance~~below) ~~with~~that meet the definition of a derivative under ASC 815, and due to the terms, the warrants are required to be classified as a liability. The warrant liability is carried at fair value and any gains or losses are ~~recognized~~recorded in profit or loss~~, respectively~~.

~~Business~~Segment ~~combinations~~reporting

~~Acquisitions~~Operating ofsegments ~~businesses~~ are ~~accounted~~defined as components of an enterprise for ~~using~~which separate financial information is available and regularly reviewed by the ~~acquisition~~Chief ~~method~~Operating Decision Maker ("CODM") to make strategic decisions, allocate resources, and assess financial performance. The ~~acquisition~~Company's ~~cost~~Chief isExecutive ~~measured~~Officer atserves as the ~~acquisition~~CODM, ~~date~~responsible atfor ~~the~~strategic ~~fair~~decisions ~~value~~regarding operations and financial management. The Company operates with one operating segment and uses net income (loss) as measures of profit or loss on a combined basis in making decisions regarding resource allocation and performance assessment. Additionally, the ~~consideration~~Company's ~~transferred~~CODM regularly reviews expenses on a combined basis. The financial metrics used by the CODM help make key operating decisions.

Goodwill arising on acquisition is initially measured at cost, being the difference between the fair value of the consideration transferred including the recognized amount of any non-controlling interest in the acquiree and the net recognized amount (generally fair value) of the identifiable assets and liabilities assumed at the acquisition date. If the net of the amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held interest in the acquiree (if any), the excess is recognized immediately in profit or loss as a bargain purchase gain.14

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American Bitcoin Corp.

Notes to Unaudited Condensed Consolidated and Combined Financial Statements

Because the Company has a single reportable segment, all required financial segment information can be found directly in our Unaudited Condensed Consolidated and Combined Financial Statements. The measure of segment assets is reported on the Unaudited Condensed Consolidated and Combined Balance Sheets as total assets. Significant segment expenses are consistent with those presented on the Unaudited Condensed Consolidated and Combined Statements of Operations and Comprehensive (Loss) Income. Depreciation and amortization expense is reported on the Unaudited Condensed Consolidated and Combined Statements of Cash Flows.

Revenue recognition

The Company recognizes revenue under ASC Topic 606, Revenue from Contracts with Customers ("ASC 606"). The core principle of this standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:

•

Step 1: Identify the contract with the customer

•

Step 2: Identify the performance obligations in the contract

•

Step 3: Determine the transaction price

•

Step 4: Allocate the transaction price to the performance obligations in the contract

•

Step 5: Recognize revenue when the company satisfies a performance obligation

In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a "distinct" good or service (or bundle of goods or services) if both of the following criteria are met: (1) the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct), and (2) the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract).

If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct.

The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity must consider the effects of all of the following:

•

Variable consideration

•

Constraining estimates of variable consideration

•

The existence of a significant financing component in the contract

•

Noncash consideration

•

Consideration payable to a customer

Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate.

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American Bitcoin Corp.

Notes to Unaudited Condensed Consolidated and Combined Financial Statements

The Company earns revenue from Bitcoin mining. The Company has entered into arrangements, as amended from time to time, with mining pool operators to perform hash computations for the mining pools, which is an output of the Company’s ordinary activities. The Company has the right to decide the point in time and duration for which it will provide hash computation services to the mining pools. As a result, the Company’s enforceable right to compensation only begins when, and continues so long as, the Company provides hash computation services to the mining pools. The contracts are terminable at any time by either party without substantive compensation to the other party for such termination. Therefore, the Company has determined that the duration of the contract is less than 24 hours and that the contract continuously renews throughout the day. Upon termination, the mining pool operator (i.e., the customer) is required to pay the Company any amount due related to previously satisfied performance obligations. The Company has determined that the mining pool operator’s (i.e., the customer’s) renewal right is not a material right as the terms, conditions, and compensation amounts are at then market rates. There is no significant financing component in these transactions.

In exchange for providing hash computation services, which represents the Company’s only performance obligation, the Company is entitled to noncash consideration in the form of Bitcoin, calculated under payout models determined by the mining pool operators. The payout model used by the mining pools in which the Company participated is the Full Pay Per Share ("FPPS") model, which contains three components: (1) a fractional share of the fixed Bitcoin award from the mining pool operator (referred to as a "block reward"), (2) transaction fees generated from (paid by) blockchain users to execute transactions and distributed (paid out) to individual miners by the mining pool operator, and (3) mining pool operating fees retained by the mining pool operator for operating the mining pool. The Company’s total compensation is calculated using the following formula: the sum of the Company’s share of (a) block rewards and (b)

transaction fees, less (c) mining pool operating fees. The following is a detailed description of each of the components of the FPPS model under which the Company receives payment from the mining pools in which it participates:

(1)

Block rewards represent the Company’s share of the total amount of block subsidies that are expected to be generated on the Bitcoin network as a whole during the 24-hour period beginning at midnight UTC daily (the "measurement period"). The block reward earned by the Company is calculated by dividing (a) the total amount of hashrate the Company provides to the mining pool operator, by (b) the total Bitcoin network’s implied hashrate (as determined by the Bitcoin network difficulty), multiplied by (c) the total amount of block subsidies that are expected to be generated on the Bitcoin network as a whole during the measurement period. The Company is entitled to its relative share of consideration even if a block is not successfully added to the blockchain by the mining pool in the measurement period.

(2)

Transaction fees refer to the total fees paid by users of the network to execute transactions. The Company is entitled to a pro-rata share of the total amount of transaction fees that are actually generated on the Bitcoin network as a whole during the measurement period. The transaction fees paid out by the mining pool operator to the Company is calculated by dividing (a) the total amount of transaction fees that are actually generated on the Bitcoin network as a whole, by (b) the total amount of block subsidies that are actually generated on the Bitcoin network as a whole, multiplied by (c) the Company’s block rewards earned as calculated in (1) above. The Company is entitled to its relative share of consideration even if a block is not successfully added to the blockchain by the mining pool in the measurement period.

(3)

Mining pool operating fees are charged by the mining pool operator for operating the mining pool as set forth on a rate schedule to the mining pool contract. The mining pool operating fees reduce the total amount of compensation the Company receives and are only incurred to the extent that the Company has generated mining revenue during the measurement period. For each contract, the Company measures noncash consideration at the Bitcoin spot price at the beginning of the day (midnight UTC time) on the date of contract inception, as determined by the Company’s principal market, which is the Coinbase exchange. The Company recognizes this noncash consideration on the same day that control of the contracted service transfers to the mining pool operator, which is the same day as the contract inception.

Cost of revenues (exclusive of depreciation and amortization)

The Company’s cost of revenue consists primarily of direct costs of generating revenue, including electric power costs, hosting costs, repairs and maintenance, occupancy, materials and supply costs, and labor.

Stock-based compensation

The Company grants stock-based compensation, primarily to employees, consultants, and non-employee directors of the Company and its affiliates. Restricted stock units ("RSUs") granted to employees generally either vest in quarterly or annual installments over three years and RSUs granted to non-employee directors generally vest on the date of the Company’s annual general meeting of stockholders.

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American Bitcoin Corp.

Notes to Unaudited Condensed Consolidated and Combined Financial Statements

~~Acquisition~~Compensation expense for awards is predominantly recognized using the straight-~~related~~line ~~costs,~~method ~~other~~over ~~than~~the ~~those~~requisite ~~that~~service period for the entire award and forfeitures are ~~associated~~recognized ~~with~~as they occur. The cumulative amount of compensation cost recognized at any point in time equals at least the ~~issue~~portion of ~~debt~~the orgrant-date ~~equity~~fair ~~securities~~value of the award that is vested at that date. The fair value of RSUs is calculated at the ~~Company~~market ~~incurs~~value inof ~~connection~~the ~~with~~Class aA ~~business~~common ~~combination,~~stock ~~are~~on ~~expensed~~the asmeasurement ~~incurred~~date.

~~Net~~Foreign ~~income~~currency ~~(loss) per share attributable to common stockholders~~

The ~~Company~~U.S. ~~does~~Dollar ~~not~~is ~~have~~the ~~participating~~functional ~~securities~~and ~~other~~presentation ~~than~~currency ~~common~~of ~~stock. As such,~~ the Company. isHut ~~not~~8 ~~required~~has toconsolidated ~~calculate~~subsidiaries ~~earnings~~that ~~per~~have ~~share~~a ~~under the two~~non-~~class method~~U.S. ~~Basic~~Dollar ~~net~~functional ~~(loss)~~currency. ~~income~~Each ~~per share~~ of ~~common~~Hut ~~stock~~8's ~~from~~subsidiaries ~~continuing~~determines ~~operations~~its ~~attributable~~own tofunctional ~~the~~currency ~~Company~~ and ~~basic~~items ~~net~~of ~~loss~~each ~~per~~subsidiary ~~share~~included ofin ~~common~~the ~~stock~~Unaudited ~~from~~Condensed ~~discontinued~~Consolidated ~~operations~~and ~~attributable~~Consolidated toFinancial ~~the~~Statements ~~Company~~ are ~~computed~~measured byusing ~~dividing~~that ~~net~~functional ~~(loss)~~currency. ~~income~~Assets ~~from~~and ~~continuing~~liabilities of foreign operations ~~attributable~~having toa ~~the~~functional ~~Company~~currency ~~adjusted~~other ~~for~~than the ~~impact~~U.S. ofDollar ~~warrants~~are ~~and~~translated ~~net~~at ~~loss~~the ~~from~~rate ~~discontinued~~of ~~operations~~exchange ~~attributable~~prevailing toat the ~~Company,~~reporting ~~respectively,~~date byand ~~the~~revenues ~~weighted-average~~and ~~number~~expenses ofat ~~shares~~average ofrates ~~common stock outstanding~~ during the period. ~~Diluted~~Foreign ~~net~~currency ~~(loss)~~translation ~~income~~adjustments ~~per~~are ~~share~~reflected ofwithin ~~common~~accumulated ~~stock~~other ~~from~~comprehensive ~~continuing~~income ~~operations~~(loss) ~~attributable~~in tostockholders’ ~~the~~equity. ~~Company~~Gains isand ~~computed~~losses byfrom ~~giving~~foreign ~~effect~~currency totransactions ~~all~~are ~~potentially~~included ~~dilutive~~in ~~shares~~profit ofor ~~common~~loss ~~stock,~~for ~~including~~the ~~(if~~period. ~~any)~~Foreign ~~stock~~currency-denominated ~~options,~~monetary ~~restricted~~assets ~~stock~~and ~~units,~~liabilities ~~deferred~~of ~~stock~~Hut ~~units,~~8 ~~performance~~are ~~stock~~translated ~~units,~~using ~~and~~the ~~common~~rate ~~stock~~of ~~purchase~~exchange ~~warrants~~prevailing toat the ~~extent~~reporting ~~dilutive~~date, ~~under~~and ~~the treasury~~non-~~stock~~monetary ~~method,~~assets and ~~the~~liabilities ~~numerator~~measured ~~adjustment~~at ~~from~~fair ~~the~~value ~~impact~~are oftranslated at the ~~warrant~~rate ~~liability~~of ~~assumed~~exchange ~~from~~prevailing at the ~~Business~~date ~~Combination~~when to the ~~extent~~fair ~~dilutive.~~value ~~Contingently~~was ~~issuable~~determined. ~~shares~~Resulting ~~whose~~gains ~~issuance~~and islosses ~~contingent~~arising ~~upon~~from the ~~satisfaction~~translation of ~~certain~~these ~~conditions~~assets and liabilities are ~~considered~~recorded ~~outstanding~~as ~~and~~a ~~included~~cumulative intranslation ~~the~~adjustment, ~~computation~~a component of ~~diluted~~other ~~net~~comprehensive (loss) income ~~per~~in ~~share~~stockholders’ ofequity. ~~common~~Revenues ~~stock~~and ~~from~~expenses ~~continuing~~are ~~operations~~measured ~~attributable~~at toaverage ~~the~~rates ~~Company~~during ~~if all necessary conditions have been satisfied by~~ the ~~end of the~~ period. Gains or iflosses ~~the~~on ~~end~~translation of ~~the~~these ~~period~~items isare ~~deemed~~included ~~the~~in ~~end of the contingently issuable shares’ contingency period~~earnings. InForeign ~~computing~~currency ~~potentially~~denominated ~~dilutive~~non-monetary ~~shares~~assets ofand ~~common stock~~liabilities, ~~each~~measured ~~class~~at ofhistoric ~~shares~~cost, isare ~~applied~~translated toat ~~basic~~the ~~net~~rate ~~(loss) income per share~~ of ~~common~~exchange ~~stock~~at ~~from continuing operations attributable to~~ the ~~Company~~transaction ~~on a most to least dilutive basis until a particular class no longer produces further dilution, if applicable~~date. ~~Diluted~~Certain ~~net~~foreign ~~loss~~operations ~~per~~have ~~share~~been ofcarved ~~common~~out ~~stock~~and ~~from~~allocated ~~discontinued operations attributable~~ to the Company. isTherefore, ~~computed by using~~ the ~~same~~Company ~~denominator~~allocated ~~used~~a toportion ~~calculate diluted net (loss) income per share~~ of ~~common~~these ~~stock~~foreign ~~from~~currency ~~continuing~~impacts ~~operations attributable~~ to the ~~Company,~~Unaudited asCondensed ~~previously~~Consolidated ~~noted~~and Combined Financial Statements.

Net (loss) income per share attributable to common stockholders

The Company does not have participating securities other than common stock. Basic net (loss) income per share of common stock from continuing operations attributable to the Company and basic net loss per share of common stock from discontinued operations attributable to the Company are computed by dividing net (loss) income from continuing operations attributable to the Company and net loss from discontinued operations attributable to the Company, respectively, by the weighted-average number of shares of common stock outstanding during the period. Diluted net (loss) income per share of common stock from continuing operations attributable to the Company is computed by giving effect to all potentially dilutive shares of common stock, including (if any) warrants to purchase common stock to the extent dilutive under the treasury-stock method, and the numerator adjustment from the impact of the warrant liability assumed from the Mergers to the extent dilutive. In computing potentially dilutive shares of common stock, each class of shares is applied to basic net (loss) income per share of common stock from continuing operations attributable to the Company on a most to least dilutive basis until a particular class no longer produces further dilution, if applicable. Diluted net loss per share of common stock from discontinued operations attributable to the Company is computed by using the same denominator used to calculate diluted net (loss) income per share of common stock from continuing operations attributable to the Company, as previously noted. For comparative purposes, periods prior to the Mergers have been retroactively recast to reflect the effects of the changes in equity structure resulting from the Mergers and assumes the same basic weighted average shares.

The Company has two classes of common stock outstanding: Class A common stock and Class B common stock. Holders of Class A common stock generally have the same rights, including rights to dividends, as holders of Class B common stock, except that holders of Class A common stock have one vote per share while holders of Class B common stock have 10,000 votes per share. As such, basic and fully diluted earnings per share for Class A common stock and Class B common stock are the same. The Company has never declared or paid any cash dividends on either Class A or Class B common stock.

Income taxes

The Company complies with the accounting and reporting requirements of ASC Topic 740, Income Taxes which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.

A valuation allowance is recorded if it is more-likely-than-not that some portion, or all, of a deferred tax asset will not be realized. In evaluating whether a valuation allowance is needed, the Company considers all relevant evidence, including past performance, recent cumulative losses, projections of future taxable income, and the viability of tax planning strategies. If the Company subsequently ~~determine~~determines that there is sufficient evidence to indicate a deferred tax asset will be realized, the associated valuation allowance is reversed.

The Company will recognize positions taken or expected to be taken in a tax return in the Condensed and Combined financial statements when it is more-likely-than-not that the position would be sustained upon examination by tax authorities. A recognized tax position is then measured at the largest amount of benefit with greater than 50% likelihood of being realized upon ultimate settlement. The Company will recognize any interest and penalties related to unrecognized tax benefits in income tax expense. There were no interest or penalties related to income taxes that have been accrued or recognized as of September 30, 2025 and December 31, 2024.17

~~Note~~Table 3.of ~~Business combination~~Contents

As described in Note 1, on May 9, 2025, Gryphon, Merger Sub Inc., Merger Sub LLC, and Historical ABTC entered into the Merger Agreement. On September 3, 2025, in accordance with the terms of the Merger Agreement, among other things, (i) Merger Sub Inc. merged with and into Historical ABTC, with Historical ABTC surviving the First Merger as a wholly owned direct subsidiary of Gryphon and (ii) immediately after the First Merger, the First Merger Surviving Corporation merged with and into Merger Sub LLC, with Merger Sub LLC surviving the merger as a wholly owned direct subsidiary of Gryphon. Gryphon was renamed to American Bitcoin Corp. ~~after the completion of the Business Combination.~~

17Notes to Unaudited Condensed Consolidated and Combined Financial Statements

~~Table~~The Company will recognize positions taken or expected to be taken in a tax return in the Unaudited Condensed Consolidated and Combined Financial Statements when it is more-likely-than-not that the position would be sustained upon examination by tax authorities. A recognized tax position is then measured at the largest amount of ~~Contents~~benefit with greater than 50% likelihood of being realized upon ultimate settlement. The Company will recognize any interest and penalties related to unrecognized tax benefits in income tax expense. There were no interest or penalties related to income taxes that have been accrued or recognized as of March 31, 2026.

~~American~~Note ~~Bitcoin Corp~~3. Segment information

~~Notes~~The toCompany reports results in a single reportable segment, which reflects how our CODM allocates resources and evaluates the Company's financial results. Because the Company has a single reportable segment, all required financial segment information can be found directly in our Unaudited Condensed Consolidated and Combined Financial Statements.

Upon the Closing, existing shareholders of Gryphon collectively owned, on a fully diluted basis, approximately 2% of the Company, representing 16,893,390 of Class A common stock of the Company. Historical ABTC’s shareholders prior to the ABTC Merger held 11,002,954 shares of Class A common stock of Historical ABTC and 50,500,000 Class B common stock of Historical ABTC. At an exchange ratio of 14.4995, shareholders of Historical ABTC Class A common stock received 159,537,377 shares of the Company's Class A common stock and shareholders of Historical ABTC Class B common stock received 732,224,903 shares of the Company's Class B common stock. The ~~Business~~following ~~Combination~~table ~~has~~presents ~~been~~summarized ~~accounted~~information for asrevenue aby ~~reverse~~geographic acquisition under FASB ASC Topic 805, Business Combinations, with Historical ABTC identified as the accounting acquirer. Accordingly, the Unaudited Condensed Consolidated Financial Statements reflect the historical operations of the accounting acquirer, with the equity structure retroactively adjusted to reflect the legal acquirer’s equity.area:


	Three Months Ended
	March 31,
(in USD thousands)	2026		2025
Revenue
United States	$	62,118	$	10,315
Canada		—		2,023
Total revenue	$	62,118	$	12,338

The ~~purchase~~following ~~price~~table ispresents ~~calculated~~summarized ~~based~~information onfor ~~the~~long-lived ~~number~~assets ~~of shares of the Company’s common stock held~~ by ~~Gryphon~~geographic ~~shareholders at the Closing multiplied by the closing price of the Company on September 3, 2025, as demonstrated in the table below~~area:

(in USD thousands, except share and per share data)
	March 31,		December 31,
Class A common stock held by Gryphon shareholders		16,893,390
(in USD thousands)	2026		2025
ABTC stock price on September 3, 2025	$	8.04
United States	$	323,932	$	341,724
Purchase price (Class A common stock consideration transferred to Gryphon shareholders)	$	135,823
Total long-lived assets	$	323,932	$	341,724

~~The Company incurred $5.2 million in transaction costs related to the transaction.~~18

~~The~~Table ~~following table summarizes the preliminary purchase price allocation~~ of ~~the transaction consideration to the valuations of the identifiable assets acquired and liabilities assumed as part of the business combination:~~Contents

(in USD thousands)
Common stock	$	135,823
Cash and cash equivalents	$	894
Prepaid expenses		2,095
Digital assets		86
Property and equipment, net		2,450
Deposits		931
Total assets acquired	$	6,456
Accounts payable and accrued liabilities	$	13,401
Warrant liability		9,011
Total liabilities acquired	$	22,412
Net liabilities assumed	$	(15,956	)
Goodwill	$	151,779

American Bitcoin Corp.

~~The~~Notes following unaudited pro forma financial information presents the combined results of operations of the Company as if the Business Combination with Gryphon had occurred on January 1, 2024, the beginning of the earliest period presented. The pro forma results include adjustments to ~~reflect~~Unaudited ~~the~~Condensed ~~acquisition~~Consolidated ~~date fair value of assets acquired~~ and ~~liabilities~~Combined ~~assumed~~Financial ~~and transaction costs.~~Statements

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
(in USD thousands)	2025		2024			2025			2024
Revenue	$	65,030	$	15,299		$	110,588		$	72,574
Net income (loss)		1,011		(7,097	)		(120,225	)		176,721

Note 4. Digital assets

~~This~~The ~~supplemental~~following ~~pro~~table ~~forma~~presents ~~information~~the ischanges ~~not~~in ~~necessarily~~carrying ~~indicative~~amount of ~~what~~ the Company’'s ~~actual~~digital ~~results~~assets ofas ~~operations would have been had the acquisition occurred at the beginning~~ of ~~the~~March ~~periods presented~~31, ~~nor~~2026 ~~does~~and itMarch ~~purport~~31, ~~to project future operating results of the Company.~~2025:


(in USD thousands)	Amount
Balance as of December 31, 2024	$	949,501
Revenue recognized from Bitcoin mined		12,338
Carrying value of Bitcoin sold		(3,429	)
Change in fair value of Bitcoin		(112,394	)
Adjustments post carveout of mining operations to ABTC		(847,244	)
Foreign currency translation adjustments		1,228
Balance as of March 31, 2025	$	—

Number of Bitcoin held as of March 31, 2025		—
Number of Bitcoin pledged to Bitmain as of March 31, 2025		—
Cost basis of Bitcoin held as of March 31, 2025	$	—
Realized gains on the sale of Bitcoin for the three months ended March 31, 2025	$	828

Balance as of December 31, 2025	$	472,577
Revenue recognized from Bitcoin mined		62,118
Bitcoin purchased		61,316
Mining revenue earned in prior period received in current period		812
Bitcoin mining revenue not received		(646	)
Change in fair value of Bitcoin		(117,188	)
Balance as of March 31, 2026	$	478,989

Number of Bitcoin held as of March 31, 2026		7,021
Number of Bitcoin pledged to Bitmain as of March 31, 2026		3,090
Cost basis of Bitcoin held as of March 31, 2026	$	710,847
Realized gains on the sale of Bitcoin for the three months ended March 31, 2026	$	—

~~Table~~The Company’s digital assets have been or currently are held in segregated custody accounts for the benefit of ~~Contents~~the Company, held in segregated custody accounts under the Company’s ownership, or held by Bitmain Technologies Delaware Limited (together with its affiliates, "Bitmain") for the Bitcoin pledged in connection with the 2025 Bitmain Purchase Agreement (as defined below) and the 2026 Bitmain Purchase Agreement (as defined below) for miner purchases from them. As discussed in Note 1, Hut 8 contributed only ASIC miners as part of the Transactions. As a result, the Company's entire strategic Bitcoin reserve as of March 31, 2025, included in the carveout financial statements, remained with Hut 8 following the effectiveness of the Transactions. Starting April 1, 2025, the Company began to build its own strategic Bitcoin reserve through Bitcoin mining and at-market Bitcoin purchases. The Company accumulated 7,021 Bitcoin as a standalone entity as of March 31, 2026. The details of Bitcoin are as follows:

~~American Bitcoin Corp.~~19

~~Notes~~Table toof ~~Unaudited Condensed and Combined Financial Statements~~Contents

~~Note~~American 4.Bitcoin ~~Discontinued Operations~~ Corp.

OnNotes ~~March~~to 4,Unaudited ~~2024,~~Condensed ~~the~~Consolidated Company announced the closure of the Drumheller, Alberta mining site after analysis of its operations. It was determined that the profitability of the Drumheller site had been impacted significantly by various factors, including elevated energy costs and ~~underlying~~Combined ~~voltage~~Financial ~~issues.~~Statements

The table below outlines the results of discontinued operations:


	Amount				Number of Digital Assets
(in USD thousands)	March 31, 2026		December 31, 2025		March 31, 2026		December 31, 2025
Current
Bitcoin held in custody	$	—	$	—		—		—
Total digital assets – held in custody		—		—		—		—

Bitcoin pledged for miner purchase		—		—		—		—
Total current digital assets pledged for miner purchase		—		—		—		—

Non-current
Bitcoin held in custody	$	268,167	$	229,641		3,931		2,625
Total non-current digital assets – held in custody		268,167		229,641		3,931		2,625

Bitcoin pledged for miner purchase	$	210,822	$	242,936		3,090		2,776
Total Bitcoin pledged for miner purchase		210,822		242,936		3,090		2,776

Bitcoin pledged as collateral		—		—		—		—
Total non-current digital assets – pledged as collateral		—		—		—		—

Total digital assets	$	478,989	$	472,577		7,021		5,401

	Nine Months Ended
	September 30,
(in USD thousands)	2025		2024
Revenue	$	—	$	981
Cost of revenue (exclusive of depreciation and amortization shown below)		—		3,895
Operating expenses:
Depreciation and amortization		—		169
General and administrative expenses		—		217
Impairment of long-lived assets		—		3,104
Total operating expenses		—		3,490
Loss from discontinued operations before taxes		—		(6,404	)
Income tax benefit		—		1,588
Net loss	$	—	$	(4,816	)

Bitmain Purchase Agreements

	Nine Months Ended
(in USD thousands)	September 30,
Cash flows from discontinued operations	2025		2024
Operating cash flows used in discontinued operations	$	—	$	(3,243	)

In November 2024, Hut 8 entered into a purchase agreement with Bitmain Technologies Delaware Limited (together with its affiliates, "Bitmain") to purchase approximately 30,000 Bitmain Antminer S21+ ASIC miners (the "Hut 8 Bitmain Purchase Agreement"). In December 2024, in connection with the Hut 8 Bitmain Purchase Agreement, Hut 8 pledged 968 Bitcoin attributed to the Company at the time into a segregated wallet with Bitmain, which was originally subject to a three-month redemption right from the shipment date of the purchased ASIC miners, whereby Hut 8 had the option to repurchase, with cash, the pledged Bitcoin at a mutually agreed upon fixed price. During the year ended December 31, 2025, Hut 8 amended the redemption period to end during the quarter ending December 31, 2025. This Bitcoin remained with Hut 8 following the effectiveness of the Transactions. Because the pledged Bitcoin with respect to the Hut 8 Bitmain Purchase Agreement remains with Hut 8 and was not part of the assets transferred to the Company on March 31, 2025, it is not included on the Company's Unaudited Condensed Consolidated and Combined Balance Sheets as of March 31, 2026.

	Nine Months Ended
(in USD thousands)	September 30,
Assets and liabilities of discontinued operations	2025		2024
Assets	$	—	$	—
Liabilities		—		—

As of March 31, 2025, Hut 8 pledged 968 Bitcoin attributed to the Company at the time with a fair value of $79.9 million, classified as Digital assets – pledged for miner purchase under current assets on the Company’s Unaudited Condensed Consolidated and Combined Balance Sheets. A corresponding liability of $100.9 million was recorded under Miner purchase liability under current liabilities on the Company’s Unaudited Condensed Consolidated and Combined Balance Sheets prior to the effectiveness of the Transactions, reflecting Hut 8’s obligation to either redeem the pledged Bitcoin for cash or put it towards the purchase of ASIC miners by not redeeming the pledged Bitcoin at the end of the redemption period.

~~The~~On ~~Company~~August ~~recorded~~5, ~~impairment~~2025, ~~related~~Hut 8 assigned its option to purchase up to approximately 17,280 Bitmain Antminer U3S21EXPH ASIC miners (collectively, the ~~mining~~"Bitmain ~~equipment~~Miners"), ~~and~~representing ~~mining~~a ~~infrastructure~~total atof approximately 14.86 exahash per second ("EH/s"), to the ~~Drumheller~~Company. ~~site~~The ~~after~~Company exercised the ~~decision~~option toon ~~cease~~August ~~operations~~5, at2025 and entered into an On-Rack Sales and Purchase Agreement (the ~~site~~"2025 Bitmain Purchase Agreement") with Bitmain to purchase the Bitmain Miners in ~~March~~one ~~2024~~or more tranches for a total purchase price of up to approximately $320.0 million, not including any applicable tariffs, duties or similar charges.

1920

Table of Contents

American Bitcoin Corp.

Notes to Unaudited Condensed Consolidated and Combined Financial Statements

~~Note 5~~Concurrently with the execution of the 2025 Bitmain Purchase Agreement, the Company purchased 16,299 of the Bitmain Miners, representing a total of approximately 14.02 ~~Digital~~EH/s, ~~assets~~for a total purchase price of approximately $314.0 million, paid through the pledge of 2,234 Bitcoin at a mutually agreed upon fixed price. Such purchase price was reduced by the application of a deposit and certain expenses of approximately $46.0 million previously paid to Bitmain by Hut 8. In September 2025, the Company purchased the remaining 981 Bitmain Miners for a total purchase price of $18.9 million, paid through the pledge of 151 Bitcoin at a mutually agreed upon fixed price, net of certain hosting credits. In October 2025, the Company pledged an additional 391 Bitcoin at a mutually agreed upon fixed price, and Bitmain refunded $46.0 million comprising of Hut 8's deposit and certain expenses. The Bitcoin pledged under the 2025 Bitmain Purchase Agreement has a redemption period of approximately twenty-four months from the applicable pledge date.

~~The~~In ~~following~~February ~~table~~2026, ~~presents~~the Company entered into a Future Sales and Purchase Agreement (the ~~changes~~"2026 inBitmain ~~carrying~~Purchase ~~amount~~Agreement") with Bitmain to purchase approximately 11,298 S21 XP ASIC miners, representing a total of ~~the~~approximately ~~Company'~~3.05 EH/s, ~~digital~~for ~~assets~~a astotal purchase price of ~~September~~approximately 30$49.4 million. The agreement required an initial payment equal to 80% of the total purchase price, ~~2025~~with ~~and~~the ~~December~~remaining 3120% due one year following the shipment date. The 80% of the total purchase price was paid through the pledge of 314 Bitcoin at a mutually agreed upon fixed price. The remaining 20% of the purchase price is to be paid through cash, ~~2024:~~Bitcoin pledged, or a combination of both. The Bitcoin pledged under the 2026 Bitmain Purchase Agreement has a redemption period of approximately twenty-four months from the applicable pledge date. The Company may elect to extend the pledge period for an additional twelve months.

(in USD thousands)	Amount
Balance as of December 31, 2023	$	388,131
Revenue recognized from Bitcoin mined		30,357
Revenue recognized from discontinued operations		979
Mining revenue earned in prior period received in current period		292
Carrying value of Bitcoin sold		(36,109	)
Change in fair value of Bitcoin		274,540
Foreign currency translation adjustments		(9,295	)
Balance as of March 31, 2024	$	648,895
Revenue recognized from Bitcoin mined		13,914
Carrying value of Bitcoin sold		(15,209	)
Change in fair value of Bitcoin		(71,842	)
Foreign currency translation adjustments		(6,347	)
Balance as of June 30, 2024	$	569,411
Revenue recognized from Bitcoin mined		11,610
Carrying value of Bitcoin sold		(12,103	)
Change in fair value of Bitcoin		(1,551	)
Foreign currency translation adjustments		7,795
Balance as of September 30, 2024	$	575,162
Number of Bitcoin held as of September 30, 2024		9,106
Cost basis of Bitcoin held as of September 30, 2024	$	354,128
Realized gains on the sale of Bitcoin for the nine months ended September 30, 2024	$	9,141
Balance as of December 31, 2024	$	949,501
Revenue recognized from Bitcoin mined		12,338
Carrying value of Bitcoin sold		(3,429	)
Change in fair value of Bitcoin		(112,394	)
Adjustments post carevout of mining operations to ABTC		(847,244	)
Foreign currency translation adjustments		1,228
Balance as of March 31, 2025	$	—
Revenue recognized from Bitcoin mined		30,285
Bitcoin contributed		10,000
Change in fair value of Bitcoin		3,037
Balance as of June 30, 2025	$	43,322
Revenue recognized from Bitcoin mined		64,220
Bitcoin purchased		287,779
Bitcoin assumed through business combination		86
Change in fair value of Bitcoin		(5,475	)
Balance as of September 30, 2025	$	389,932
Number of Bitcoin held as of September 30, 2025		3,418
Number of Bitcoin pledged as collateral as of September 30, 2025		2,385
Cost basis of Bitcoin held as of September 30, 2025	$	392,370
Realized gains on the sale of Bitcoin for the nine months ended September 30, 2025	$	828

As of March 31, 2026, the Company pledged 3,090 Bitcoin to Bitmain with a fair value of $210.8 million, classified as Digital assets – pledged for miner purchase under current assets on its Unaudited Condensed Consolidated and Combined Balance Sheets. A corresponding liability of $364.3 million was recorded under Miner purchase liability under current liabilities on the Company’s Unaudited Condensed Consolidated and Combined Balance Sheets, reflecting its obligation to either redeem the pledged Bitcoin for cash or put it towards the purchase of the Bitmain Miners by not redeeming the pledged Bitcoin at the end of the redemption periods.

In accordance with FASB ASC Topic 610-20, Other Income – Gains and Losses from the Derecognition of Nonfinancial Assets, the Company assessed the transfer of Bitcoin as a nonfinancial asset under ASC 606. Specifically, the Company noted that the Bitcoin pledged to Bitmain under the 2025 Bitmain Purchase Agreement and the 2026 Bitmain Purchase Agreement constitute repurchase agreements under ASC 606. As a result, Bitcoin was not derecognized upon these transfers as both Hut 8 and the Company retain repurchase options.

~~Table~~Due ofto ~~Contents~~the Company’s redemption rights under the 2025 Bitmain Purchase Agreement and 2026 Bitmain Purchase Agreement, and its continued economic exposure to Bitcoin, the pledged Bitcoin under these agreements is separately classified as Digital assets – pledged for miner purchase on the Company’s Condensed Consolidated and Combined Balance Sheets, which represents restricted Bitcoin.

~~American~~Strategic Bitcoin ~~Corp.~~reserve

~~Notes~~Starting April 1, 2025, following the effectiveness of the Transactions, the Company began to ~~Unaudited~~accumulate ~~Condensed~~its own strategic Bitcoin reserve through Bitcoin mining and ~~Combined~~at-market ~~Financial~~purchases, ~~Statements~~totaling 7,021 Bitcoin as of March 31, 2026.

The Company’s digital assets have been or currently are held in segregated custody accounts for the benefit of the Company, held in segregated custody accounts under the Company’s ownership and pledged as collateral under a borrowing arrangement or in connection with covered call options sold, or held by Bitmain Technologies Delaware Limited (together with its affiliates, “Bitmain”) for the Bitcoin pledged in connection with the Bitmain Purchase Agreement (as defined below) and ABTC Bitmain Purchase Agreement (as defined below) for miner purchases from them. As discussed in Note ~~1, Parent contributed only ASIC miners as part of the Transactions~~ 5. AsProperty a result, the Company's entire strategic Bitcoin reserve as of March 31, 2025 remained with Parent following the effectiveness of the Transactions. Starting April 1, 2025, the Company began to build its own strategic Bitcoin reserve through Bitcoin mining and ~~at-market Bitcoin purchases. The Company accumulated 3~~equipment,~~418~~ ~~Bitcoin as a standalone entity as of September 30, 2025. The details of Bitcoin are as follows:~~ net

	Amount				Number of Digital Assets
(in USD thousands)	September 30, 2025		December 31, 2024		September 30, 2025		December 31, 2024
Current
Bitcoin held in custody	$	—	$	—		—		—
Total current digital assets held in custody		—		—		—		—
Bitcoin pledged for miner purchase		—		92,389		—		968
Total current digital assets pledged for miner purchase		—		92,389		—		968
Non-current
Bitcoin held in custody	$	117,879	$	525,236		1,033		5,648
Total non-current digital assets – held in custody		117,879		525,236		1,033		5,648
Bitcoin pledged for miner purchase	$	272,053	$	—		2,385		—
Total non-current digital assets pledged for miner purchase		272,053		—		2,385		—
Bitcoin pledged as collateral		—		331,876		—		3,555
Total non-current digital assets – pledged as collateral		—		331,876		—		3,555
Total digital assets	$	389,932	$	949,501		3,418		10,171

The components of property and equipment were as follows:

Bitmain Purchase Agreements


(in USD thousands)	March 31, 2026			December 31, 2025
Miners and mining equipment	$	445,911		$	437,083
Less: Accumulated depreciation		(121,979	)		(95,359	)
Total property and equipment, net	$	323,932		$	341,724

InDepreciation ~~November~~and ~~2024,~~amortization ~~Parent~~expense ~~entered~~related ~~into a purchase agreement with Bitmain Technologies Delaware Limited (together with its affiliates, “Bitmain”)~~ to ~~purchase~~property ~~approximately~~and ~~30,000~~equipment ~~Bitmain~~was ~~Antminer~~$26.6 ~~S21+~~million ~~ASIC~~and ~~miners (the "Parent Bitmain Purchase Agreement")~~$6.4 Inmillion ~~December~~for ~~2024, in connection with~~ the ~~Parent Bitmain Purchase Agreement, Parent pledged 968 Bitcoin attributed to the Company at the time into a segregated wallet with Bitmain, which was originally subject to a~~ three~~-month~~ ~~redemption right from the shipment date of the purchased ASIC miners, whereby Parent had the option to repurchase, with cash, the pledged Bitcoin at a mutually agreed upon fixed price. During the nine~~ months ended ~~September~~March 3031, ~~2025,~~2026 ~~Parent~~and ~~amended~~March ~~the redemption period to end during the quarter ending December~~ 31, 2025~~. If Parent does not exercise this right within the redemption period~~, ~~Bitmain will retain full ownership of the pledged Bitcoin as consideration for the purchased ASIC miners~~respectively. ~~This Bitcoin remained with Parent following the effectiveness of the Transactions.~~

As of March 31, 2025, Parent pledged 968 Bitcoin attributed to the Company at the time with a fair value of $79.9 million, classified as Digital assets – pledged for miner purchase under current assets on the Company’s Unaudited Condensed and Combined Balance Sheets. A corresponding liability of $100.9 million was recorded under Miner purchase liability under current liabilities on the Company’s Unaudited Condensed and Combined Balance Sheets prior to the effectiveness of the Transactions, reflecting Parent’s obligation to either redeem the pledged Bitcoin for cash or put it towards the purchase of ASIC miners by not redeeming the pledged Bitcoin at the end of the redemption period. 21

OnTable August 5, 2025, pursuant to the Put Option Agreement, Parent assigned its option to purchase up to approximately 17,280 Bitmain Antminer U3S21EXPH ASIC miners (collectively, the “Bitmain Miners”), representing a total of approximately 14.86 exahash per second (“EH/s”), to the Company. The Company exercised the option on August 5, 2025 and entered into an On-Rack Sales and Purchase Agreement (the “ABTC Bitmain Purchase Agreement”) with Bitmain to purchase the Bitmain Miners in one or more tranches for a total purchase price of up to approximately $320.0 million, not including any applicable tariffs, duties or similar charges.Contents

21American Bitcoin Corp.

~~Table~~Notes ofto ~~Contents~~Unaudited Condensed Consolidated and Combined Financial Statements

~~American~~Impairment ~~Bitcoin~~of ~~Corp.~~long-lived assets

~~Notes~~There is considerable management judgment necessary to ~~Unaudited~~determine ~~Condensed~~the estimated future cash flows and ~~Combined~~fair ~~Financial~~values ~~Statements~~of the Company’s long-lived assets, and, accordingly, actual results could vary significantly from such estimates, which fall under Level 3 within the fair value measurement hierarchy (see discussion of fair value measurements in Note 2. Significant accounting policies and recent accounting pronouncements).

~~Concurrently with the execution of the ABTC Bitmain Purchase Agreement, the Company purchased 16,299 of the Bitmain Miners, representing a total of approximately 14~~Note 6.02 EH/s, for a total purchase price of approximately $314.0 million, paid through the pledge of 2,234 Bitcoin at a mutually agreed upon fixed price. Such purchase price was reduced by the application of a deposit and certain expenses of approximately $46.0 million previously paid to Bitmain by Parent. In September 2025, the Company purchased the remaining 981 Bitmain Miners for a total purchase price of $18.9 million, paid through the pledge of 151 Bitcoin at a mutually agreed upon fixed price, net of certain hosting credits. In October 2025, the Company pledged an additional 391 Bitcoin at a mutually agreed upon fixed price, and Bitmain refunded $46.0 million comprising of Parent's deposit and certain expenses. The Bitcoin pledged under the ABTC Bitmain Purchase Agreement has a redemption period of approximately twentyStock-~~four~~based ~~months from the applicable pledge date.~~compensation

AsIn connection with the closing of the Mergers on September 303, 2025, the Company ~~pledged~~adopted ~~2,385~~the Amended and Restated American Bitcoin toCorp. ~~Bitmain~~2025 ~~with~~Omnibus aIncentive ~~fair~~Plan ~~value~~(the of"ABTC ~~$272.1~~2025 ~~million~~Plan"), ~~classified~~which asamended and restated the predecessor Gryphon Digital ~~assets~~Mining, –Inc. ~~pledged~~2024 Omnibus Incentive Plan. The ABTC 2025 Plan provides for ~~miner~~the ~~purchase~~grant ~~under~~of ~~current~~stock ~~assets~~options, onstock ~~its~~appreciation ~~Unaudited~~rights, ~~Condensed~~restricted stock, restricted stock units, performance grants, and ~~Combined~~other ~~Balance~~stock-based ~~Sheets.~~awards Ato ~~corresponding~~employees, ~~liability~~consultants, and directors of ~~$286~~the Company and its affiliates.2 ~~million~~As ~~was~~of ~~recorded~~the ~~under~~ABTC ~~Miner~~2025 ~~purchase~~Plan’s ~~liability~~effective ~~under~~date, ~~current~~181,964,231 ~~liabilities~~shares onof the Company’'s ~~Unaudited~~common ~~Condensed~~stock ~~and~~were ~~Combined~~reserved ~~Balance~~for ~~Sheets,~~issuance ~~reflecting~~under ~~its~~the ~~obligation~~ABTC 2025 Plan, subject to ~~either~~an ~~redeem~~annual automatic increase on each January 1 from 2026 through 2035, equal to the ~~pledged~~lesser ~~Bitcoin~~of ~~for~~(a) ~~cash~~the orexcess ~~put~~of it20% ~~towards~~of the ~~purchase~~Company's fully diluted shares outstanding as of the ~~Bitmain~~preceding ~~Miners~~December by31 ~~not~~over ~~redeeming~~the shares then reserved under the ~~pledged~~ABTC ~~Bitcoin~~2025 atPlan, and (b) such number as determined by the ~~end~~Company's board of directors. Shares subject to awards that are cancelled and forfeited, and shares returned through certain other mechanisms, are returned to the ~~redemption~~share ~~periods~~reserve and become available for future grants.

In ~~accordance~~February ~~with FASB ASC Topic 610-20~~2026, ~~Other Income – Gains and Losses from~~ the ~~Derecognition of Nonfinancial Assets, the~~ Company ~~assessed~~granted ~~the transfer of Bitcoin as a nonfinancial asset under FASB ASC Topic 606~~1, ~~Revenue~~875,007 ~~from~~RSUs ~~Contracts~~ with ~~Customers~~service-based ~~(“ASC~~vest ~~606”).~~conditions ~~Specifically, the Company noted that the Bitcoin pledged~~ to ~~Bitmain~~certain ~~under~~employees ~~both the Parent Bitmain Purchase Agreement~~ and ~~under~~non-employee ~~the~~directors ~~ABTC~~of ~~Bitmain Purchase Agreement constitute repurchase agreements under ASC 606. As a result, Bitcoin was not derecognized upon these transfers as both Parent and~~ the Company ~~retain~~and ~~repurchase~~its ~~options~~affiliates.

Due to the Company's redemption rights under the ABTC Bitmain Purchase Agreement and the Company’s continued economic exposure to Bitcoin, the pledged Bitcoin under the ABTC Bitmain Purchase Agreement is separately classified as Digital assets – pledged for miner purchase on the Company's Unaudited Condensed and Combined Balance Sheets, which represents restricted Bitcoin. Because the pledged Bitcoin with respect to the Parent Bitmain Purchase Agreement remains with Parent and was not part of the assets transferred to the Company on March 31, 2025, it is not included on the Company's Unaudited Condensed and Combined Balance Sheets as of September 30, 2025.


(in USD thousands, except share and per share amounts)	Number of Units		Weighted Average Grant-Date Fair Value		Aggregate Intrinsic Value
Unvested as of December 31, 2025		—	$	—	$	—
Granted		1,875,007		1.02
Unvested as of March 31, 2026		1,875,007	$	1.02	$	1,733

~~Strategic~~The ~~Bitcoin~~Company ~~reserve~~recognized stock-based compensation expense of $0.3 million and $2.1 million for the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, unrecognized stock-based compensation expense was $1.6 million, which is expected to be recognized over a weighted-average remaining vesting period of approximately 1.2 years.

~~Starting~~Note ~~April~~7. 1,Derivatives 2025, following the effectiveness of the Transactions, the Company began to accumulate its own strategic Bitcoin reserve through Bitcoin mining and at-market purchases, totaling 3,418 Bitcoin as of September 30, 2025.

~~During~~The ~~the~~following ~~period~~table ~~from~~presents ~~October 1, 2025 to November 13, 2025,~~ the Company’s ~~purchased~~Unaudited ~~approximately~~Condensed ~~306~~Consolidated ~~Bitcoin~~and ~~for~~Combined ~~$35.3~~Balance ~~million,~~Sheets atclassification ~~a weighted average price~~ of ~~approximately~~derivatives ~~$115,321~~carried ~~per~~at ~~Bitcoin,~~fair tovalue: ~~further expand its strategic Bitcoin reserve.~~

Note 6. Property and equipment, net


(in USD thousands)		March 31, 2026				December 31, 2025
Derivative	Balance Sheet Line	Asset		Liability		Asset		Liability
Derivatives not designated as hedging instruments:
Bitcoin redemption and put options	Derivative asset	$	161,699	$	—	$	101,179	$	—
Warrant liability	Warrant liability		—		77		—		146
Total derivatives		$	161,699	$	77	$	101,179	$	146

The ~~components~~following table presents the effect of ~~property~~derivatives on the Company’s Unaudited Condensed Consolidated and ~~equipment~~Combined ~~were~~Statements asof ~~follows~~Operations and Comprehensive Income (Loss):

(in USD thousands)	September 30, 2025				December 31, 2024
			Three Months Ended
Miners and mining equipment	$	439,533			$	74,230
(in USD thousands)	Statement of		March 31,
Less: Accumulated depreciation		(68,710	)			(31,141	)
Derivative	Operations Line		2026				2025
Total property and equipment, net	$	370,823			$	43,089
Derivatives not designated as hedging instruments:
Bitcoin redemption and put options	Gain on derivatives		$	37,292			$	3,321
Covered call options	Gain on derivatives			—				17,541
Warrant liability	Gain on warrant liability			69				—
Total derivatives			$	37,361			$	20,862

~~Depreciation and amortization expense related to property and equipment was $15.2 million and $4.3 million for the three months ended September 30, 2025 and September 30, 2024, respectively.~~ 22

~~Depreciation~~Table ~~and~~of ~~amortization expense related to property and equipment was $31.6 million and $17.8 million for the nine months ended September 30, 2025 and September 30, 2024, respectively.~~ Contents

22American Bitcoin Corp.

~~Table~~Notes ofto ~~Contents~~Unaudited Condensed Consolidated and Combined Financial Statements

~~American~~ Bitcoin ~~Corp.~~redemption and put options

~~Notes~~During December 2024, pursuant to ~~Unaudited~~the ~~Condensed~~Hut 8 Bitmain Purchase Agreement, Hut 8 pledged approximately 968 Bitcoin attributed to the Company at the time to Bitmain in connection with a purchase of approximately 30,000 Bitmain Antminer S21+ ASIC miners. Hut 8 had the option to redeem the pledged Bitcoin at a mutually agreed upon price, during a redemption period that started on the shipment date of the purchased ASIC miners and ~~Combined~~originally ~~Financial~~ended ~~Statements~~three months thereafter. The Company accounted for this Bitcoin redemption option as a Level 3 derivative asset as of December 31, 2025, due to a significant unobservable input included in the fair value estimate of the Bitcoin redemption option, which was the estimated shipment date of the purchased ASIC miners. After the Transactions were effectuated on March 31, 2025, the Company no longer recorded the Bitcoin pledged by Hut 8.

As part of the 2025 Bitmain Purchase Agreement, in August, September, and October 2025, the Company pledged Bitcoin with Bitmain in connection with a purchase of the 17,280 U3S21EXPH ASIC miners. The total amount of Bitcoin pledged was approximately 2,776 Bitcoin. The Company pledged the Bitcoin in four tranches, two tranches in August 2025, one tranche in September 2025 and one tranche in October 2025. The Company has the option to redeem the pledged Bitcoin at a mutually agreed upon price starting from and for up to twenty-four months after the day immediately following each pledge date. The Company accounted for this Bitcoin redemption option as a Level 2 derivative asset as noted in Note 7 2. ~~Deposits~~Significant accounting policies and ~~prepaid~~recent accounting pronouncements – Derivatives. As part of the purchase of the U3S21EXPH ASIC miners, Hut 8 paid cash of approximately $46.0 million as a deposit and for certain expenses attributable to Hut 8. The Company had an option to replace the $46.0 million cash paid with a Bitcoin pledge on or before November 5, 2025. In October 2025, the Company exercised its option to replace the $46.0 million cash paid with a Bitcoin pledge by pledging an additional 391 Bitcoin at a mutually agreed upon fixed price, and Bitmain refunded the Company’s $46.0 million comprising of the deposit and certain expenses attributable to Hut 8.

In February 2026, in connection with the 2026 Bitmain Purchase Agreement, the Company pledged approximately 314 Bitcoin with Bitmain, representing 80% of the purchase price of approximately 11,298 S21 XP ASIC miners. The ~~components~~Company has the option to redeem the pledged Bitcoin at a mutually agreed upon price starting twenty-four months after the day immediately following the pledge date. As part of ~~deposits~~the agreement, there is an option to extend the pledge period for an additional twelve months. The Company also has the option to pay the remaining 20% of the purchase price under the 2026 Bitmain Purchase Agreement by pledging additional Bitcoin at a mutually agreed upon floor price, which is due one year after the shipment date of the S21 XP ASIC miners. The Company accounted for this Bitcoin redemption and ~~prepaid~~put ~~expenses~~option ~~were~~as a Level 2 derivative asset as ~~follows:~~noted in Note 2. Summary of significant accounting policies and recent accounting pronouncements – Derivatives.

(in USD thousands)	September 30, 2025		December 31, 2024
Deposits for miners	$	—	$	31,951
Prepaid insurance		710		135
Prepaid electricity		—		10,564
Deposits and prepaid expenses for infrastructure services		2,173		—
Other deposits and prepaid expenses		60		—
Total deposits and prepaid expenses	$	2,943	$	42,650

Covered call options

~~Note~~During October 2024, Hut 8 sold covered call options on 2,000 Bitcoin notional, which was attributed to the Company at the time, for proceeds of $2.9 ~~Derivatives~~million to generate cash flow on a portion of its digital assets. During November 2024, Hut 8 rolled these call options into new call options with the same Bitcoin notional. Hut 8 achieved this roll by exchanging its previous call options sold for new call options. Hut 8 pledged the Bitcoin attributed to the Company as collateral with one of its Bitcoin custodians in a quantity equal to the notional amount for these covered call options sold. The collateral continued to be pledged in the same manner after the roll. Following the effectiveness of the Transactions, Hut 8 retained the pledged Bitcoin and the covered call options. The covered call options exchanged in the roll were only exercisable upon the date of expiry, automatically exercised if the underlying reference price was greater than the strike price of the call option, and settled with delivery of the underlying Bitcoin. The reference price of the original covered call options was the CME CF Bitcoin Reference Rate (BRR) at 4:00pm London time for a given date and the reference price for the new call options was the Coinbase Prime Bitcoin price quoted in U.S. Dollars at 4:00pm London time for a given date. The covered call options were carried at fair value and were Level 2 liabilities as noted in Note 2.

~~The~~During ~~following~~the ~~table~~three ~~presents~~months ended March 31, 2025, covered call options on 1,500 Bitcoin notional expired with the ~~Company’s~~underlying ~~Unaudited~~reference ~~Condensed~~price below their strike price and ~~Combined~~the ~~Balance~~Company ~~Sheets~~recorded ~~classification~~a realized gain of ~~derivatives~~$12.1 ~~carried~~million atand an unrealized gain of $5.4 million related to changes in the fair value: of outstanding covered call options. As of March 31, 2026, the Company had no outstanding covered call options.

(in USD thousands)		September 30, 2025				December 31, 2024
Derivative	Balance Sheet Line	Asset		Liability		Asset		Liability
Derivatives not designated as hedging instruments:
Bitcoin redemption option	Derivative asset	$	63,723	$	—	$	18,076	$	—
Covered call options	Derivative liability		—		—		—		18,437
Warrant liability	Warrant liability		—		571		—		—
Total derivatives		$	63,723	$	571	$	18,076	$	18,437

Warrant liability

~~The~~In ~~following~~connection ~~table~~with ~~presents~~the Mergers, the ~~effect~~Company assumed 1,373,374 warrants to purchase Gryphon common stock (the "Gryphon Warrants") outstanding immediately before the Mergers. Following the completion of ~~derivatives~~the onMergers, the warrant holders are entitled to receive, upon exercise, in lieu of Gryphon common stock, shares of Class A common stock of the Company’s. ~~Unaudited~~The ~~Condensed~~Gryphon ~~and~~Warrants ~~Combined~~have ~~Statements~~an exercise price of ~~Operations~~$1.50 ~~and~~per ~~Comprehensive~~share, ~~Income~~after ~~(Loss):~~giving effect of the Mergers. These warrants expire in January 2035.

		Three Months Ended					Nine Months Ended
(in USD thousands)	Statement of	September 30,					September 30,
Derivative	Operations Line	2025			2024		2025		2024
Derivatives not designated as hedging instruments:
Bitcoin redemption option	(Loss) gain on derivatives	$	(1,999	)	$	—	$	18,863	$	—
Covered call options	(Loss) gain on derivatives		—			2,704		—		19,923
Warrant liability	Gain on warrant liability		—			—		26		—
Total derivatives		$	(1,999	)	$	2,704	$	18,889	$	19,923

~~Bitcoin~~Table ~~redemption~~of ~~option~~ Contents

~~During~~American ~~December 2024, pursuant to the Parent Bitmain Purchase Agreement, Parent pledged approximately 968~~ Bitcoin ~~attributed to the Company at the time to Bitmain in connection with a purchase of approximately 30,000 Bitmain Antminer S21+ ASIC miners~~Corp. Parent has the option to redeem the pledged Bitcoin at a mutually agreed upon price, during a redemption period that started on the shipment date of the purchased ASIC miners and originally ended three months thereafter. The Company accounted for this Bitcoin redemption option as a Level 3 derivative asset as of December 31, 2024, due to a significant unobservable input included in the fair value estimate of the Bitcoin redemption option, which was the estimated shipment date of the purchased ASIC miners. After the Transactions were effectuated on March 31, 2025, the Company no longer recorded the Bitcoin pledged by Parent.

23Notes to Unaudited Condensed Consolidated and Combined Financial Statements

~~Table~~As of ~~Contents~~March 31, 2026, there were 89,222 Gryphon Warrants outstanding.

~~American~~These ~~Bitcoin~~warrants ~~Corp~~meet the definition of a derivative under ASC 815, and due to the terms of the warrants, are required to be liability classified. The warrant liabilities are carried at fair value, and are Level 3 liabilities as noted in Note 2. Significant accounting policies and recent accounting pronouncements.

~~Notes~~As toof ~~Unaudited~~March ~~Condensed~~31, ~~and~~2026, ~~Combined~~the ~~Financial~~Company ~~Statements~~estimated the fair value of the warrant liability using the Black-Scholes pricing model with the following inputs:

As part of the ABTC Bitmain Purchase Agreement, in August and September 2025, the Company pledged Bitcoin with Bitmain in connection with a purchase of the Bitmain Miners. The total amount of Bitcoin pledged was approximately 2,385 Bitcoin. The Company pledged the Bitcoin in three tranches, two tranches in August 2025 and one tranche in September 2025. The Company has the option to redeem the pledged Bitcoin at a mutually agreed upon price starting from and for up to twenty-four months after the day immediately following each pledge date. The Company accounted for this Bitcoin redemption option as a Level 2 derivative asset as noted in Note 2. Basis of presentation, summary of significant accounting policies and recent accounting pronouncements – Derivatives. As part of the purchase of the Bitmain miners, the Company paid cash of approximately $46.0 million as a deposit and for certain expenses attributable to Parent. The Company had an option to replace the $46.0 million cash paid with a Bitcoin pledge on or before November 5, 2025. In October 2025, the Company exercised its option to replace the $46.0 million cash paid with a Bitcoin pledge by pledging an additional 391 Bitcoin at a mutually agreed upon fixed price, and Bitmain refunded the Company’s $46.0 million comprising of the deposit and certain expenses attributable to Parent.


	March 31, 2026
Exercise price	$	1.50
Expected price volatility		125.0	%
Risk-free interest rate		4.18	%
Expected term (in years)		8.8
Dividend yield		0	%

The following table provides a summary of activity and change in fair value of the ~~Bitcoin~~Company’s ~~redemption~~warrant ~~option~~liability ~~related~~(Level to3 ~~the~~derivative ~~Parent~~liability), ~~Bitmain~~and ~~Purchase~~there ~~Agreement~~was ~~(previously~~no aactivity ~~Level~~during 3the ~~derivative~~three ~~asset)~~months ended March 31, 2026:

	Nine Months Ended
(in USD thousands)	March 31,2026			December 31, 2025
(in USD thousands)	September 30, 2025
Balance, beginning of period	$	146		$	—
Balance, beginning of period	$	18,076
Warrants assumed in Mergers		—			9,011
Transfer out of Level 3 (1)		(18,076	)
Exercise of warrants		—			(8,481	)
Balance, end of period	$	—
Change in fair value		(69	)		(384	)
Balance, end of period	$	77		$	146

~~(1)~~Note ~~The~~8. ~~Bitcoin~~Leases ~~redemption option was transferred out of Level 3 due to changes in the observability of inputs used in the valuation and retained by the Parent after the effectiveness of Transactions.~~

~~Covered~~As ~~call~~further ~~options~~discussed in Note 11. Related party transactions, on March 31, 2025, in connection with the Transactions, the Company entered into a Master Colocation Services Agreement and Master Managed Services Agreement with Hut 8. Under both agreements, Hut 8 provides the Company with colocation, hosting, management, oversight, strategy, compliance, operational and other services for its Bitcoin mining operations located at Hut 8’s facilities. Pursuant to an Exclusivity Agreement between the Company and Hut 8, all of the Company’s Bitcoin miners are located at Hut 8’s facilities. The Company has determined that it has embedded operating leases at three of the facilities governed by this arrangement and has elected to combine lease and non-lease components as permitted under ASC 842. One of the facilities governed by this arrangement includes payments that are variable pass-through fees and facility costs and are therefore expensed as incurred. The Company recorded right-of-use ("ROU") assets of $11.4 million in exchange for operating lease obligations during the three months ended March 31, 2026 related to Drumheller.

~~During~~The ~~October~~following ~~2024,~~table ~~Parent~~shows ~~sold covered call options on 2,000 Bitcoin notional, which was attributed to~~ the ~~Company~~ROU ~~at the time, for proceeds of $2.9 million to generate cash flow on a portion of its digital~~ assets. ~~During~~and ~~November~~lease ~~2024,~~liabilities Parent rolled these call options into new call options with the same Bitcoin notional. Parent achieved this roll by exchanging its previous call options sold for new call options. Parent pledged the Bitcoin attributed to the Company as ~~collateral with one~~ of ~~its~~March Bitcoin custodians in a quantity equal to the notional amount for these covered call options sold. The collateral continued to be pledged in the same manner after the roll. Following the effectiveness of the Transactions31, ~~Parent~~2026 ~~retained the pledged Bitcoin~~ and ~~the~~December ~~covered call options. The covered call options exchanged in the roll were only exercisable upon the date of expiry~~31, automatically exercised if the underlying reference price was greater than the strike price of the call option, and settled with delivery of the underlying Bitcoin. The reference price of the original covered call options was the CME CF Bitcoin Reference Rate (BRR) at 42025:~~00pm~~ London time for a given date and the reference price for the new call options was the Coinbase Prime Bitcoin price quoted in U.S. Dollars at 4:00pm London time for a given date. The covered call options were carried at fair value and were Level 2 liabilities as noted in Note 2.

During the nine months ended September 30, 2025, covered call options on 1,500 Bitcoin notional expired with the underlying reference price below their strike price and the Company recorded an realized gain of $12.1 million. As of September 30, 2025, the Company had no outstanding covered call options.


(in USD thousands)	March 31, 2026		December 31, 2025
ROU assets
Operating leases	$	169,997	$	166,684
Total ROU assets	$	169,997	$	166,684

Lease liabilities
Operating leases	$	202,452	$	188,395
Total lease liabilities	$	202,452	$	188,395

~~Warrant liability~~24

InTable connection with the Business Combination, the Company assumed 1,373,374 warrants to purchase Gryphon common stock (the “Gryphon Warrants”) outstanding immediately before the Business Combination. Following the completion of the Business Combination, the warrant holders are entitled to receive, upon exercise, in lieu of Gryphon common stock, shares of Class A common stock of the Company. The Gryphon Warrants have an exercise price of $1.50 per share, after giving effect of the Business Combination. These warrants expire in January 2035.Contents

AsAmerican ofBitcoin ~~September 30, 2025, there were 108,587 Gryphon Warrants outstanding~~Corp.

~~These~~Notes ~~warrants meet the definition of a derivative under ASC 815, and due~~ to ~~the~~Unaudited ~~terms~~Condensed ofConsolidated ~~the warrants, are required to be liability classified. The warrant liabilities are carried at fair value,~~ and ~~are~~Combined ~~Level~~Financial ~~3 liabilities as noted in Note 2. Basis of presentation, summary of significant accounting policies and recent accounting pronouncements.~~Statements

24The Company’s lease costs are comprised of the following:

Table of Contents


	Three Months Ended
	March 31,
(in USD thousands)	2026		2025
Operating lease cost	$	10,744	$	—
Variable lease cost		18,850		—
Total lease expense	$	29,594	$	—

~~American~~The ~~Bitcoin~~following ~~Corp.~~table presents supplemental lease information:

Notes to Unaudited Condensed and Combined Financial Statements


	Three Months Ended
	March 31,
(in USD thousands)	2026		2025
Operating cash outflows – operating leases	$	—	$	—

As of September 30, 2025, the Company estimated the fair value of the warrant liability using the Black-Scholes pricing model with the following inputs:

	September 30, 2025
Exercise price	$	1.50
Expected volatility		122.2	%
Risk-free interest rate	4.02% – 4.10%
Expected term		0.25
Dividend yield		0	%

(1) The Company’s operating leases implicit interest rate cannot be determined, therefore the Company uses the incremental borrowing rate at the lease commencement date in determining the present value of lease payments. The incremental borrowing rate represents an estimate of the interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis for similar assets over the term of the lease.

The following table ~~provides~~presents ~~a summary of activity and change in fair value of~~ the Company’s ~~warrant~~future ~~liability~~minimum ~~(Level~~operating 3lease ~~derivative~~payments ~~liability),~~as ~~and~~of ~~there~~March ~~was no activity during the three months and nine months ended September 30~~31, ~~2024~~2026:

	Three Months Ended			Nine Months Ended
	Operating
	September 30,
(in USD thousands)	Leases
(in USD thousands)	2025			2025
Remainder of 2026	$	63,300
Balance, beginning of period	$	—		$	—
2027		45,041
Warrants assumed in Business Combination		9,011			9,011
2028		46,227
Exercise of warrants		(8,414	)		(8,414	)
2029		47,449
Change in fair value		(26	)		(26	)
2030		25,196
Balance, end of period	$	571		$	571
Thereafter		686
Total undiscounted lease payments		227,899
Less: present value discount		(25,447	)
Present value of operating lease liabilities	$	202,452

Note  9. ~~Leases~~Income taxes

AsFor ~~further~~the ~~discussed~~three inmonths ~~Note~~ended ~~12, on~~ March 31, ~~2025~~2026, ~~in connection with~~ the ~~Transactions, the~~ Company’s ~~entered~~income ~~into~~tax aexpense ~~Master Colocation Services Agreement~~ and ~~Master~~effective ~~Managed~~tax ~~Services~~rate ~~Agreement~~were ~~with Parent~~$1.0 ~~Under~~million ~~both agreements, Parent provides the Company with colocation, hosting, management, oversight, strategy, compliance, operational~~ and ~~other services for its Bitcoin mining operations located at Parent’s facilities~~-1. ~~Pursuant to an Exclusivity Agreement between the Company and Parent~~18%, ~~all of the Company’s Bitcoin miners are located at Parent’s facilities~~respectively. ~~The~~This ~~Company~~rate ~~has~~differed ~~determined~~from ~~that~~the itstatutory ~~has~~federal ~~embedded~~income ~~operating~~tax ~~leases~~rate ~~at three~~ of ~~the~~21.0% ~~facilities~~primarily ~~governed~~due ~~by this arrangement and has elected~~ to ~~combine~~a ~~lease~~change ~~and~~in ~~non-lease~~valuation ~~components as permitted under ASC 842~~allowance. ~~A fourth facility governed by this arrangement includes payments that are variable and therefore expensed as incurred.~~

The ~~following~~Company ~~table~~is ~~shows~~subject ~~the~~to ~~ROU~~U.S. ~~assets~~federal ~~and~~income ~~lease~~taxes ~~liabilities~~as well as ofincome ~~September~~taxes ~~30,~~in various state jurisdictions. The Company’s tax returns for tax years beginning 2025 ~~and~~remain ~~December~~subject ~~31,~~to ~~2024:~~potential examination by the taxing authorities.

(in USD thousands)	September 30, 2025		December 31, 2024
ROU assets
Operating leases	$	174,647	$	—
Total ROU assets	$	174,647	$	—
Lease liabilities
Operating leases	$	185,614	$	—
Total lease liabilities	$	185,614	$	—

Note 10. Concentrations

The only digital asset mined by the Company during the three months ended March 31, 2026 and 2025 has been Bitcoin. Therefore, 100% of the Company’s ~~lease~~revenue ~~costs~~is ~~are~~related ~~comprised~~to ofone digital asset. The Company used two mining pool operators during the ~~following:~~three months ended March 31, 2026 and March 31, 2025.

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(in USD thousands)	2025		2024		2025		2024
Operating lease cost	$	8,395	$	—	$	11,109	$	—
Variable lease cost		20,813		—		32,507		—
Total lease expense	$	29,208	$	—	$	43,616	$	—

25Table of Contents

~~Table~~American ofBitcoin ~~Contents~~Corp.

~~American~~Notes ~~Bitcoin~~to ~~Corp.~~Unaudited Condensed Consolidated and Combined Financial Statements

~~Notes~~Note to11. ~~Unaudited~~Related ~~Condensed~~party ~~and~~transactions ~~Combined Financial Statements~~

Parties are considered related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. This includes equity method investment entities. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The ~~following~~Company ~~table~~discloses ~~presents~~all ~~supplemental~~known related party transactions. As of March 31, 2026, the Company owed Hut 8 $65.8 million of which $35.5 million was recorded within Due to Hut 8 and $30.3 million was recorded within Operating lease ~~information:~~liability on the Unaudited Condensed Consolidated and Combined Balance Sheets, related to the agreements discussed below.

	Nine Months Ended
	September 30,
(in USD thousands)	2025		2024
Operating cash outflows - operating leases	$	—	$	—

Cost Allocations from Hut 8

	Nine Months Ended
	September 30,
	2025			2024
Weighted-average remaining lease term - operating leases (in years)		4.67			—
Weighted-average discount rate(1) – operating leases		6.42	%		—	%

Prior to the effectiveness of the Transactions on March 31, 2025, Hut 8 provided significant support functions to the Company, which did not operate as a standalone business. The Company's Unaudited Condensed Consolidated and Combined Financial Statements reflect an allocation of these costs. Allocated costs included in cost of revenue relate to support primarily consisting of electricity, facilities, repairs and maintenance, and labor, which are predominantly allocated based on revenue. Allocated costs included in general and administrative expenses primarily relate to finance, human resources, benefits administration, information technology, legal, corporate strategy, corporate governance, other professional services, and general commercial support functions and are predominantly allocated based on a percentage of revenue. See Note 1 for a discussion of these costs and the methodology used to allocate them.

~~(1)~~Master ~~The~~Colocation ~~Company’s~~Services ~~operating~~Agreement leases do not provide an implicit interest rate, therefore the Company uses the incremental borrowing rate at the lease commencement date in determining the present value of lease payments. The incremental borrowing rate represents an estimate of the interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis for similar assets over the term of the lease.

~~The~~On ~~following~~March ~~table~~31, ~~presents~~2025, in connection with the Transactions, the Company entered into a Master Colocation Services Agreement with Hut 8 (the "MCSA"). Under the MCSA and its service orders, Hut 8 provides the Company with colocation and hosting services at Hut 8 owned or leased facilities for the Company’s ~~future~~Bitcoin ~~minimum~~miners, ~~operating~~on ~~lease~~specific ~~payments~~terms asset offorth ~~September~~in ~~30,~~service ~~2025:~~orders to the MCSA.

	Operating
(in USD thousands)	Leases
Remainder of 2025	$	10,214
2026		41,396
2027		42,492
2028		43,621
2029		44,783
Thereafter		22,470
Total undiscounted lease payments		204,976
Less: present value discount		(19,362	)
Present value of operating lease liabilities	$	185,614

Under the terms of the MCSA, the Company pays Hut 8 fees generally consisting of a monthly recurring charge, as set forth in each service order, plus 100% of the costs, fees, disbursements and expenses paid or incurred by Hut 8 in connection with the use, operation, maintenance of the relevant facility (including costs related to the delivery of contracted power) and any installation charges, and non-recurring costs or amounts for additional services incurred during the term of the applicable service order. For the three months ended March 31, 2026 and 2025, fees and expenses billed by Hut 8 to the Company under the MCSA were $27.7 million and nil, respectively. Pursuant to an Exclusivity Agreement between the Company and Hut 8, all of the Company’s Bitcoin miners are located at Hut 8’s facilities.

~~Note 10.~~Master ~~Income~~Management ~~taxes~~Services Agreement

InOn ~~general~~March 31, ~~the~~2025, ~~Company~~in ~~determines~~connection ~~its~~with ~~quarterly~~the ~~provision for income taxes by applying an estimated annual effective tax rate~~Transactions, ~~which~~the isCompany ~~based~~entered oninto ~~expected~~a ~~annual~~Master ~~income~~Management orServices ~~loss~~Agreement ~~and~~with ~~statutory~~Hut ~~tax~~8 ~~rates in~~ (the ~~various jurisdictions in which the Company operates~~"MMSA"). ~~Certain~~Under ~~discrete items are separately recognized in~~ the ~~quarter~~MMSA ~~in which they occur~~ and ~~can~~its beservice aorders, ~~source~~Hut of8 ~~variability~~provides on the ~~effective tax rates from quarter to quarter. The~~ Company’s ~~effective~~with ~~tax~~management, ~~rate~~oversight, ~~may change based on recurring and non-recurring factors~~strategy, ~~including the geographical mix of earnings or losses~~compliance, ~~enacted tax legislation~~operational, and ~~state~~other ~~and~~services ~~local income taxes. Each quarter, a cumulative adjustment is recorded~~ for ~~any~~its ~~fluctuations~~Bitcoin inmining ~~the~~operations ~~estimated~~hosted ~~annual~~at ~~effective~~Hut ~~tax~~8’s ~~rate as compared to the prior quarter~~facilities.

26Under the terms of the MMSA, the Company pays to Hut 8 service fees generally consisting of a fixed fee, payable monthly, for general management, operational, compliance, and other services, plus a monthly fee equal to a combination of payroll related allocations and 100% of specified "pass through costs" incurred during the term of the applicable service order, including costs and expenses incurred by or on behalf of Hut 8 for labor, maintenance, repairs, and infrastructure expenses, and the provision of services by third parties. For the three months ended March 31, 2026 and 2025, fees and expenses billed by Hut 8 to the Company under the MMSA were $3.1 million and nil, respectively.

~~Table~~Shared ofServices ~~Contents~~Agreement

~~American~~On ~~Bitcoin~~March ~~Corp~~31, 2025, in connection with the Transactions, the Company entered into a Services Agreement with Hut 8 (the "Shared Services Agreement"), pursuant to which Hut 8 agreed to provide back-office support services to the Company, including accounting and financial reporting, HR support, payroll, benefits, IT support and management, legal and compliance, and vendor management services. Under the terms of the Shared Services Agreement, the Company pays to Hut 8 a monthly fee equal to a combination of payroll related allocations and costs charged on a "pass through" basis, to Hut 8 for providing services under the Shared Services Agreement to the Company. For the three months ended March 31, 2026 and 2025, fees and expenses billed by Hut 8 to the Company under the Shared Services Agreement were $0.9 million and nil, respectively.

~~Notes to Unaudited Condensed and Combined Financial Statements~~26

~~For~~Table the three months ended September 30, 2025, the Company’s income tax provision and effective tax rate were $1.8 million and 33.5%, respectively. This rate differed from the statutory federal income tax rate of 21.0% primarily due to an increase in the Company's taxable income and state income taxes. For the three months ended September 30, 2024, the Company’s income tax benefit and effective tax rate were $0.6 million and 49.9%, respectively. This rate differed from the statutory federal income tax rate of 21.0% primarily due to Subpart F income (i.e., foreign income earned by a controlled foreign corporation that will be taxed to the U.S. taxpayer, regardless of any distribution) and a change in valuation allowance. Contents

~~For~~American ~~the~~Bitcoin ~~nine months ended September 30, 2025, the Company’s income tax benefit and effective tax rate were $10~~Corp.8 million and 10.3%, respectively. This rate differed from the statutory federal income tax rate of 21.0% primarily due to a non-taxable portion of gains on digital assets, subpart F income, and a change in valuation allowance. For the nine months ended September 30, 2024, the Company’s income tax expense and effective tax rate were $24.8 million and 12.5%, respectively. This rate differed from the statutory federal income tax rate of 21.0% primarily due to non-taxable portion of gains on digital assets, Subpart F income, and a change in valuation allowance.

~~The~~Notes ~~Company is subject~~ to ~~U.S.~~Unaudited ~~federal~~Condensed ~~income~~Consolidated ~~taxes as well as income taxes in various state jurisdictions~~ and ~~federal~~Combined ~~and~~Financial ~~provincial taxes in Canada. The Company’s tax returns for tax years beginning 2024 remain subject to potential examination by the taxing authorities.~~Statements

OnNote ~~July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted into law in the United States~~12. ~~The~~Stockholders’ ~~legislation~~equity introduced a wide array of changes to the U.S. corporate tax system, including extensions of certain provisions of the Tax Cuts and Jobs Act of 2017 (both domestic and international). Key provisions include changes to bonus depreciation for certain assets placed in service after January 19, 2025 and interest expense limitations under Internal Revenue Code Section 163(j). The Company incorporated the provision changes around bonus depreciation and Section 163(j) in its accounting for income taxes as of September 30, 2025, and will continue to further evaluate the overall impact of OBBBA on its financial position.

~~Note 11.~~Net ~~Concentrations~~Hut 8 Investment

The ~~only~~net ~~digital~~transfers ~~asset~~to ~~mined by the Company during the nine months ended September 30, 2025~~ and ~~2024~~from ~~has~~Hut ~~been Bitcoin. Therefore~~8, ~~100%~~as ofdiscussed ~~the~~above ~~Company’s~~in ~~revenue~~Note ~~is related to one digital asset. The Company used two mining pool operators during the three and nine months ended September 30~~1, ~~2025~~were ~~and~~as ~~September~~follows: ~~30, 2024.~~

Note 12. Related party transactions


	Three Months Ended
(in USD thousands)	March 31, 2025
Cash pooling and general financing activities	$	24,889
Corporate allocations		14,368
Adjustments post carveout of mining operations to the Company		(951,556	)
Contributions from Hut 8		115,757
Net transfers from Hut 8 per Condensed Consolidated and Combined Statements of Cash Flows		(796,542	)
Stock based compensation funded by Hut 8		(2,145	)
Net transfers to Hut 8 per Condensed Consolidated and Combined Statements of Stockholders’ Equity	$	(798,687	)

~~Parties~~Authorized ~~are~~shares considered related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. This includes equity method investment entities. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all known related party transactions. As of September 30, 2025, the Company owed Parent $103.8 million related to the agreements discussed below.

~~Cost~~As ~~Allocations~~of ~~from~~March ~~Parent~~31, 2026, the Company had the following capital authorized: 

•

~~Prior~~Preferred tostock ~~the~~— ~~effectiveness of the Transactions on March 31~~100, ~~2025~~000, ~~Parent provided significant support functions to the Company~~000,000 shares which did not operate as a standalone business. The Company's Unaudited Combined Condensed Financial Statements reflect an allocation of these costs. Allocated costs included in cost of revenue relate to support primarily consisting of electricityauthorized, ~~facilities,~~par ~~repairs~~value ~~and maintenance, and labor, which are predominantly allocated based on revenue~~$0.0001 ~~Allocated~~per costs included in general and administrative expenses primarily relate to finance, human resources, benefits administration, information technology, legal, corporate strategy, corporate governance, other professional services, and general commercial support functions and are predominantly allocated based on a percentage of revenue. See Note 1 for a discussion of these costs and the methodology used to allocate them. share;

•

~~Master~~Class ~~Colocation~~A ~~Services~~common ~~Agreement~~stock — 500,000,000,000 shares authorized, par value $0.0001 per share;

•

OnClass ~~March~~B ~~31,~~common ~~2025,~~stock in— ~~connection with the Transactions~~10, ~~the Company entered into a Master Colocation Services Agreement with Parent (the "MCSA"). Under the MCSA and its service orders~~000,000,000 shares ~~Parent provides the Company with colocation and hosting services at Parent-owned or leased facilities for the Company’s Bitcoin miners~~authorized, onpar ~~specific~~value ~~terms~~$0.0001 ~~set~~per ~~forth~~share; ~~in service orders to the MCSA.~~ and

•

27Class C common stock — 125,000,000,000 shares authorized, par value $0.0001 per share.

~~Table~~Each share of ~~Contents~~the Company's Class B common stock is entitled to 10,000 votes per share, each share of Class C common stock is entitled to 10 votes per share, and each share of Class A common stock is entitled to one vote per share. Additionally, the Company's Amended and Restated Certificate of Incorporation (the "Charter") provides that transfers by holders of the Company's Class B common stock and Class C common stock will not result in those shares automatically converting to Class A common stock. Moreover, the Company's Charter does not provide for any automatic conversion of shares of the Company's Class B common stock and Class C common stock into Class A common stock.

~~American~~At-the-Market ~~Bitcoin Corp.~~Offering

~~Notes~~On September 3, 2025, the Company entered into a Controlled Equity Offering Sales Agreement to ~~Unaudited~~establish ~~Condensed~~an at-the-market equity program, allowing the Company to offer and ~~Combined~~sell ~~Financial~~up ~~Statements~~to $2.1 billion of its Class A Shares from time to time (the "2025 ATM"). During the three months ended March 31, 2026, the Company issued and sold 84,068,493 Class A Shares under the 2025 ATM for gross proceeds of $111.0 million and incurred issuance costs of $0.5 million.

~~Under~~Contribution ~~the~~from ~~terms~~Hut of8 the MCSA, the Company pays to Parent fees generally consisting of a monthly recurring charge, as set forth in each service order, plus 100% of the costs, fees, disbursements and expenses paid or incurred by Parent in connection with the use, operation, maintenance of the relevant facility (including costs related to the delivery of contracted power) and any installation charges, and non-recurring costs or amounts for additional services incurred during the term of the applicable service order. For the three months ended September 30, 2025 and 2024, fees and expenses billed by Parent to the Company under the MCSA were $25.6 million and nil, respectively. For the nine months ended September 30, 2025 and 2024, fees and expenses billed by Parent to the Company under the MCSA were $40.0 million and nil, respectively. Pursuant to an Exclusivity Agreement between the Company and Parent, all of the Company’s Bitcoin miners are located at Parent’s facilities.

~~Master~~In ~~Management~~connection ~~Services~~with ~~Agreement~~the Transactions on March 31, 2025, the Company received $5.3 million of additional Bitcoin miners in April 2025. The transaction was accounted for as a contribution from Hut 8 and reflected within additional paid-in capital at the carrying value as a transfer under common control within the Company's Unaudited Condensed Consolidated and Combined Balance Sheets.

On March 31, 2025, in connection with the Transactions, the Company entered into a Master Management Services Agreement with Parent (the “MMSA”). Under the MMSA and its service orders, Parent provides the Company with management, oversight, strategy, compliance, operational, and other services for its Bitcoin mining operations hosted at Parent’s facilities. 27

~~Under~~Table ~~the terms~~ of the MMSA, the Company pays to Parent service fees generally consisting of a fixed fee, payable monthly, for general management, operational, compliance, and other services, plus a monthly fee equal to 100% of specified “pass-through costs” incurred during the term of the applicable service order, including costs and expenses incurred by or on behalf of Parent for labor, maintenance, repairs, and infrastructure expenses, and the provision of services by third parties. For the three months ended September 30, 2025 and 2024, fees and expenses billed by Parent to the Company under the MMSA were $2.7 million and nil, respectively. For the nine months ended September 30, 2025 and 2024, fees and expenses billed by Parent to the Company under the MMSA were $4.2 million and nil, respectively. Contents

~~Shared~~American ~~Services~~Bitcoin ~~Agreement~~ Corp.

OnNotes ~~March 31, 2025, in connection with the Transactions, the Company entered into a Services Agreement with Parent (the “Shared Services Agreement”), pursuant~~ to ~~which~~Unaudited ~~Parent~~Condensed ~~agreed~~Consolidated ~~to provide back-office support services to the Company, including accounting~~ and ~~financial~~Combined ~~reporting,~~Financial HR support, payroll, benefits, IT support and management, legal and compliance, and vendor management services. Under the terms of the Shared Services Agreement, the Company pays to Parent a monthly fee equal to the fully allocated cost, determined on a “pass through” basis, to Parent for providing services under the Shared Services Agreement to the Company. For the three months ended September 30, 2025 and 2024, fees and expenses billed by Parent to the Company under the Shared Services Agreement were $6.8 million and nil, respectively. For the nine months ended September 30, 2025 and 2024, fees and expenses billed by Parent to the Company under the Shared Services Agreement were $8.7 million and nil, respectively. Statements

~~Put~~Akerna ~~Option Agreement~~ warrants

OnIn ~~March~~connection 31with the Mergers on September 3, 2025, inwarrants ~~connection~~to ~~with~~purchase ~~the~~shares ~~Transactions,~~of ~~the~~Gryphon ~~Company~~common ~~entered~~stock ~~into~~originally ~~the~~issued ~~Put~~by ~~Option~~and ~~Agreement~~assumed ~~with~~from ~~Parent~~Akerna Corp. (the "~~Put~~Akerna ~~Option~~Common ~~Agreement~~Warrants"), ~~pursuant~~and warrants issued to ~~which~~underwriters ~~Parent~~to ~~had~~purchase shares of Gryphon common stock originally issued by and assumed from Akerna Corp. (the ~~right~~"Akerna toUnderwriter ~~sell~~Warrants" toand, collectively with the ~~Company~~Akerna ~~any~~Common ~~ASIC~~Warrants, ~~Bitcoin~~the ~~miners~~"Akerna ~~purchased~~Warrants") byoutstanding ~~Parent~~immediately ~~under~~before anthe ~~agreement~~Mergers ~~between~~were ~~Bitmain~~assumed ~~and~~by ~~Parent~~the Company. ~~Parent's~~Post-Mergers, ~~agreement~~the ~~with~~warrant ~~Bitmain~~holders are entitled to receive, inupon ~~turn~~exercise, ~~provided~~in ~~for~~lieu ~~Parent~~of Gryphon common stock, the Company's ~~right~~Class toA ~~purchase~~Shares ~~from~~at ~~Bitmain~~an upexchange toratio ~~approximately~~of 170.2000 and at an exercise price of the exercise price immediately preceding the Mergers divided by the exchange ratio of 0.2000. The Akerna Warrants include a net share settlement clause at the discretion of the warrant holder,~~280~~ ~~Bitmain~~which ~~U3S21EXPH~~may ~~Bitcoin~~result ~~Miners~~in a variable number of shares being issued for a ~~maximum~~fixed ~~aggregate~~price. ~~purchase~~The ~~price~~Company accounts for the Akerna Warrants as equity instruments based on the specific terms of ~~approximately~~the ~~$319~~relevant warrant agreements and has recorded them in additional paid-in capital in equity based on their fair value on the date of assumption.5 ~~million,~~The ~~not~~classification of the Akerna Warrants, including ~~any~~whether ~~applicable~~such ~~tariffs~~instruments should be recorded as liabilities, ~~duties~~is orreassessed ~~similar~~at ~~charges~~the end of each reporting period. The fair value of each Akerna Warrant was estimated on the date of assumption using the Black-Scholes pricing model.

~~Under~~The ~~the~~Akerna ~~terms~~Common ofWarrants ~~the~~and ~~Put~~Akerna ~~Option~~Underwriter ~~Agreement,~~Warrants ~~Parent~~assumed ~~had~~in the ~~right~~Mergers toexpire ~~cause the Company, at any time and from time to time ending~~ on ~~the~~July ~~30th day following the termination of the purchase option period under Parent's agreement with Bitmain and the delivery of all Bitcoin miners purchased by Parent thereunder~~5, ~~to purchase all or any amount of the Bitcoin Miners~~2027, ~~at the same per-unit price as was paid to Bitmain~~ and ~~without~~June ~~any additional markup~~29, ~~premium or administrative charge thereon~~2027, ~~subject to specified exceptions in the event that the Company did not (at any time Parent’s put right was exercised) have sufficient legally available funds to pay the applicable purchase price~~respectively.

OnTransactions ~~August~~involving ~~5, 2025, pursuant to~~ the ~~Put Option Agreement, Parent assigned its option to purchase the Bitmain Miners to the~~ Company.'s ~~The~~equity-classified ~~Company~~warrants ~~exercised~~are ~~the~~summarized ~~option~~as on August 5, 2025 and entered into the ABTC Bitmain Purchase Agreement with Bitmain to purchase the Bitmain Miners in one or more tranches for a total purchase price of up to approximately $320.0 million, not including any applicable tariffs, duties or similar charges.follows:


(in USD thousands)	Number of shares		Weighted average exercise price (per share)		Weighted average remaining contractual life (in years)
Akerna Common Warrants assumed through the Mergers		21,739		37.00		1.8
Akerna Underwriter Warrants assumed through the Mergers		1,087		37.00		1.7
Outstanding as of March 31, 2026		22,826	$	37.00		1.3

~~Table~~Note of13. ~~Contents~~Earnings per share

~~American~~Basic ~~Bitcoin~~and ~~Corp~~diluted net income (loss) per share attributable to common stockholders is computed in accordance with Note 2. Significant accounting policies and recent accounting pronouncements – Net income (loss) per share attributable to common stockholders.

~~Notes~~The tofollowing ~~Unaudited~~table ~~Condensed~~presents potentially dilutive securities that were not included in the computation of diluted net (loss) income per share of common stock as their inclusion would have been anti-dilutive and ~~Combined~~or ~~Financial~~their ~~Statements~~issuance upon satisfying a contingency, if applicable, was not satisfied or deemed satisfied as of period end:

Note 13. Stockholders’ equity


	Three Months Ended
	March 31,
	2026		2025
Akerna Common Warrants		21,739		—
Akerna Underwriter Warrants		1,087		—
Restricted stock units		1,875,007		—
Gryphon Warrants		89,222		—
Total		1,987,055		—

~~Net Parent Investment~~ 28

~~The~~Table ~~net~~of ~~transfers to and from Parent, as discussed above in Note 1, were as follows:~~ Contents

	Nine Months EndedSeptember 30,
(in USD thousands)	2025			2024
Cash pooling and general financing activities	$	20,599		$	7,312
Corporate allocations		14,368			25,509
Adjustments post carevout of mining operations to the Company		(951,556	)		—
Distribution to Parent		115,757			—
Net transfers from Parent per Condensed and Combined Statements of Cash Flows		(800,832	)		32,821
Stock based compensation funded by Parent		2,145			6,297
Contribution by parent related to debt extinguishment		—			30,420
Net transfers from Parent per Condensed and Combined Statements of Stockholders’ Equity	$	(798,687	)	$	69,538

American Bitcoin Corp.

~~Authorized~~Notes ~~shares~~to Unaudited Condensed Consolidated and Combined Financial Statements

AsThe offollowing ~~September~~is ~~30,~~a ~~2025,~~reconciliation of the ~~Company~~denominator ~~had~~of the ~~following~~basic ~~capital~~and ~~authorized~~diluted net income (loss) per share of common stock computations for the periods presented: 

Preferred stock — 100,000,000,000 shares authorized, par value $0.0001 per share;


	Three Months Ended
	March 31,
(in USD thousands, except share and per share amounts)	2026			2025
Numerator:
Net loss – basic and diluted	$	(81,792	)	$	(100,623	)
Denominator:
Weighted average shares of Class A common stock		285,599,272			159,537,377
Weighted average shares of Class B common stock		732,224,903			732,224,903
Total weighted average shares of common stock outstanding – basic and diluted		1,017,824,175			891,762,280
Net loss per share of common stock:
Basic and diluted	$	(0.08	)	$	(0.11	)

~~Class~~Note A14. ~~common~~Commitments ~~stock~~and —contingencies ~~500,000,000,000 shares authorized, par value $0.0001 per share;~~

~~Class~~Bitmain BPurchase ~~common~~Agreements ~~stock — 10,000,000,000 shares authorized, par value $0.0001 per share; and~~

~~Class~~In CAugust ~~common~~2025 ~~stock~~and —February ~~125~~2026,~~000~~ the Company entered into the 2025 Bitmain Purchase Agreement and 2026 Bitmain Purchase Agreement,~~000~~ respective,~~000 shares~~ ~~authorized~~each of which includes the following financial commitments: a Bitcoin redemption option, ~~par~~recognized as a derivative asset under ASC 815, measured at fair value $0at each reporting period, a Miner purchase liability representing a commitment to settle the obligation in cash if the redemption right is exercised before expiration, and a derecognition of Digital assets – pledged for miner purchase if the redemption right is not exercised.~~0001~~ ~~per~~See ~~share~~Note 4. Digital Assets, for further information on the 2025 Bitmain Purchase Agreement and 2026 Bitmain Purchase Agreement.

~~Common~~Legal ~~Stock~~and ~~Purchase~~regulatory ~~Agreement~~matters

~~During~~The ~~the~~Company ~~nine~~is ~~months~~subject ~~ended~~at ~~September~~times 30to various claims, ~~2025~~lawsuits, and governmental proceedings relating to the Company’s ~~entered~~business ~~into~~and atransactions ~~Common~~arising ~~Stock~~in ~~Purchase~~the ~~Agreement~~ordinary ~~(the~~course ~~“Purchase~~of ~~Agreement”)~~business. ~~for~~The aCompany ~~private~~cannot ~~placement~~predict the final outcome of ~~its~~such ~~Class~~proceedings. AWhere ~~common~~appropriate, ~~stock~~the Company vigorously defends such claims, ~~par~~lawsuits, ~~value~~and $0proceedings.~~0001~~ ~~per~~Some ~~share~~of ~~(the~~these ~~“Class~~claims, Alawsuits, ~~Shares”)~~and ~~(the~~proceedings ~~“Private~~seek ~~Placement”)~~damages, ~~with~~including ~~certain~~consequential, ~~accredited~~exemplary, ~~investors~~or ~~(collectively~~punitive damages, ~~the~~in ~~“Purchasers”)~~amounts that could, if awarded, be significant. ~~Pursuant~~Certain toof the ~~Purchase~~claims, ~~Agreement~~lawsuits, and proceedings arising in ordinary course of business are covered by the Company’s ~~agreed~~insurance toprogram. ~~sell~~The Company maintains property and ~~issue~~various types of liability insurance in an effort to protect the ~~Purchasers~~Company ~~its~~from ~~Class~~such Aclaims. ~~Shares~~In ~~for~~terms ~~gross~~of ~~proceeds~~any ofmatters ~~$200.0~~where ~~million~~there ~~(up~~is no insurance coverage available to ~~maximum~~the ~~gross~~Company, ~~proceeds~~or ofwhere ~~$250.0~~coverage ~~million~~is toavailable ~~satisfy~~and ~~oversubscriptions).~~the ~~The~~Company ~~closing~~maintains ofa retention or deductible associated with such insurance or elects not to purchase such insurance, the ~~Private~~Company ~~Placement~~may ~~occurred~~establish onan ~~June~~accrual 27for such loss, ~~2025~~retention, or deductible based on current available information. AtIn ~~the~~accordance ~~closing~~with accounting guidance, if it is probable that an asset has been impaired or a liability has been incurred as of the ~~Company~~date ~~sold~~of the financial statements and ~~issued~~the ~~159~~amount of loss is reasonably estimable,~~537,377~~ ~~Class~~then Aan ~~Shares~~accrual for ~~aggregate~~the ~~gross~~cost ~~proceeds~~to resolve or settle these claims is recorded by the Company in ~~cash~~the accompanying Unaudited Condensed Consolidated and ~~Bitcoin~~Combined (Balance Sheets. If it is reasonably possible that an asset may be impaired as ~~described~~of ~~below)~~the date of ~~$220.1~~the ~~million~~financial statement, ~~and~~then ~~aggregate~~the ~~net~~Company ~~proceeds~~discloses the range of ~~approximately~~possible ~~$215~~loss.3 ~~million~~Expenses ~~after~~related ~~deducting~~to ~~certain~~the ~~fees~~defense ~~and~~of ~~expenses~~such claims are recorded by the Company as incurred and included in ~~connection~~the accompanying Combined Statements of Operations and Comprehensive Income (Loss). Management, with the ~~Private~~assistance ~~Placement~~of outside counsel, ~~including~~may ~~aggregate~~from ~~commissions~~time ofto ~~$4.8~~time ~~million.~~adjust ~~$10.0~~such ~~million~~accruals ~~worth~~according ofto ~~Class~~new Adevelopments ~~Shares~~in ~~were~~the ~~sold~~matter, ~~for~~court ~~consideration~~rulings, ofor ~~Bitcoin~~changes in ~~lieu~~the strategy affecting the Company’s defense of ~~cash~~such atmatters. The Company has established an ~~exchange~~accrued ~~rate~~liability offor ~~one~~certain ~~Bitcoin~~legal toand ~~$104,000~~regulatory proceedings. The ~~Company~~possible ~~recorded~~loss ~~the~~or ~~net~~range ~~proceeds~~of loss resulting from such litigation and regulatory proceedings, if any, in excess of ~~$215~~the amounts accrued is inherently unpredictable and uncertain.3 ~~million~~Consequently, tono ~~additional~~reasonable ~~paid-~~estimate can be made of any possible loss or range of loss in ~~capital~~excess of the accrual.

~~At-the-Market~~PPP ~~Offering ("2025 ATM")~~Loan

On ~~September~~April 321, ~~2025~~2020, ~~the~~Gryphon ~~Company~~obtained ~~entered into~~ a ~~Controlled~~loan ~~Equity~~in ~~Offering Sales Agreement to establish an at-~~the~~-market~~ ~~equity~~principal ~~program,~~aggregate ~~allowing~~amount ~~the~~of ~~Company to offer and sell up to~~ $2.12 ~~billion~~million of(the ~~its~~"PPP ~~Class~~Loan") Apursuant ~~Shares~~to ~~from~~the ~~time~~Paycheck toProtection ~~time.~~Program ~~During~~under the ~~nine~~CARES ~~months ended September 30~~Act, ~~2025,~~which ~~the~~was ~~Company~~forgiven ~~issued~~in ~~and sold 11~~full,~~017,341~~ ~~Class~~by ~~A Shares under~~ the ~~2025~~Small ~~ATM~~Business ~~for~~Administration ~~gross proceeds of $90.0 million and incurred issuance costs of $2.0 million. During~~ (the ~~period from October 1~~"SBA"), ~~2025~~on toSeptember ~~November 13~~3, ~~2025, the Company issued and sold 7,178,767 Class A Shares under the 2025 ATM for gross proceeds of $44~~2021.~~1 million and incurred issuance costs of $0.2 million.~~

Table of Contents

American Bitcoin Corp.

Notes to Unaudited Condensed Consolidated and Combined Financial Statements

~~Contribution~~On February 5, 2024, Gryphon received a letter, dated January 25, 2024, from ~~Parent~~the SBA, on behalf of Key Bank, in which the SBA indicated that, notwithstanding its prior notification of forgiveness, in full, of repayment of the PPP Loan, it was reviewing its prior determination of forgiveness for potential reversal. Specifically, the SBA indicated that based on its preliminary findings, the SBA is considering a full denial of the previously received forgiven amount based on the purported ineligibility of Gryphon to have received the PPP Loan under the SBA loan programs because Gryphon, operating as Akerna at the time of the PPP Loan, provided software support to the cannabis industry. Gryphon responded to the SBA on February 6, 2024, providing reasons as to why it believes it was eligible for the PPP Loan, but has not received any further correspondence from the SBA since that date and the SBA has not made any financial demands. The Company plans to continue to cooperate with any further inquiry from the SBA.

In ~~connection~~January ~~with~~2024, ~~the~~Gryphon ~~Transactions~~received ona ~~March~~civil ~~31,~~investigative ~~2025,~~demand from the ~~Company~~Department ~~received~~of ~~$5.3~~Justice ~~million~~seeking ofinformation ~~additional~~and ~~Bitcoin~~documents ~~miners~~about inthe ~~April~~PPP ~~2025~~Loan. The ~~transaction~~Company ~~was~~is ~~accounted~~cooperating ~~for~~with asthe ainquiry. ~~contribution~~At ~~from~~this ~~Parent~~time, ~~and~~there ~~reflected~~has ~~within~~been ~~additional~~no ~~paid-in~~formal ~~capital~~demand atfor ~~the~~return ~~carrying~~of ~~value~~the asPPP aLoan ~~transfer~~proceeds, ~~under~~and ~~common~~no ~~control~~formal ~~within~~claim ~~the~~or ~~Company's~~lawsuit ~~Unaudited~~has ~~Condensed~~been ~~and~~initiated ~~Combined~~against ~~Balance~~the ~~Sheets~~Company.

~~Akerna~~Note ~~warrants~~15. Subsequent events

InThe ~~connection~~Company ~~with~~has ~~the~~completed ~~Business~~an ~~Combination~~evaluation ~~on September 3, 2025, warrants to purchase shares~~ of ~~Gryphon~~all ~~common~~subsequent ~~stock~~events ~~originally~~after ~~issued by and assumed from Akerna Corp. (~~the ~~“Akerna~~balance ~~Common~~sheet ~~Warrants”)~~date ~~and~~up ~~warrants issued~~ to ~~underwriters~~the todate ~~purchase~~that ~~shares of Gryphon common stock originally issued by and assumed from Akerna Corp. (~~the ~~“Akerna~~Unaudited ~~Underwriter~~Condensed ~~Warrants”~~Consolidated and, ~~collectively~~Combined ~~with~~Financial ~~the~~Statements ~~Akerna Common Warrants, the “Akerna Warrants”) outstanding immediately before the Business Combination~~ were ~~assumed~~available ~~by the Company. Post-Business Combination, the warrant holders are entitled~~ to ~~receive,~~be upon exercise, in lieu of Gryphon common stock, the Company's Class A Shares at an exchange ratio of 0.2000 and at an exercise price of the exercise price immediately preceding the Business Combination divided by the exchange ratio of 0.2000. The Akerna Warrants include a net share settlement clause at the discretion of the warrant holder, which may result in a variable number of shares being issued ~~for a fixed price~~. ~~The~~Except ~~Company accounts~~ for the ~~Akerna~~events ~~Warrants~~that asoccurred ~~equity~~after ~~instruments~~March based on the specific terms of the relevant warrant agreements and has recorded them in additional paid-in capital in equity based on their fair value on the date of assumption. The classification of the Akerna Warrants31, ~~including~~2026 ~~whether~~disclosed ~~such instruments should be recorded as liabilities~~above, ~~is reassessed at~~ the ~~end~~Company ofhas ~~each~~concluded ~~reporting~~no ~~period.~~other ~~The~~subsequent ~~fair~~events ~~value~~have ofoccurred ~~each~~that ~~Akerna~~require ~~Warrant was estimated on the date of assumption using the Black-Scholes pricing model~~disclosure.

~~The Akerna Common Warrants and Akerna Underwriter Warrants assumed in the Business Combination expire on July 5, 2027, and June 29, 2027, respectively.~~30

~~Transactions~~Table ~~involving~~of ~~the Company's equity-classified warrants are summarized as follows:~~Contents

(in USD thousands)	Number of shares		Weighted average exercise price (per share)		Weighted average remaining contractual life (in years)
Outstanding as of December 31, 2024		—	$	—		—
Akerna Common Warrants assumed through the Business Combination		21,739		37.00		1.8
Akerna Underwriter Warrants assumed through the Business Combination		1,087		37.00		1.7
Outstanding as of September 30, 2025		22,826	$	37.00		1.8

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

~~Accumulated~~The following discussion and analysis of our financial condition and results of operations should be read together with our Unaudited Condensed Consolidated and Combined Financial Statements and the related notes and the other ~~comprehensive~~financial ~~loss~~information included elsewhere in this Quarterly Report and the Annual Report. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual business, financial condition, and results of operations could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed below and elsewhere in this Quarterly Report and the Annual Report. See also "Cautionary Note Regarding Forward-Looking Statements" in this Quarterly Report. Our historical results are not necessarily indicative of the results that may be expected for any period in the future.

~~The~~Overview ~~changes in accumulated other comprehensive loss, net of tax, for the nine months ended September 30, 2025 were as follows:~~

(in USD thousands)	Amount
Cumulative foreign currency translation adjustment loss as of December 31, 2024	$	(48,347	)
Foreign currency translation adjustment		4,467
Disposition of cumulative translation adjustment		43,880
Cumulative foreign currency translation adjustment loss as of September 30, 2025	$	—

Our business objective is Bitcoin accumulation, and we aim to pursue that goal through a multi-pronged strategy that combines efficient Bitcoin mining, disciplined Bitcoin reserve expansion, and focused ecosystem engagement. We believe Bitcoin represents an emerging institutional-grade asset class that lacks a clear category leader in the form of a scaled, publicly traded platform purpose-built around Bitcoin accumulation, network participation, and ecosystem development. We are building American Bitcoin with the objective of becoming that platform.

~~Note~~Q1 ~~14.~~2026 ~~Earnings per share~~Highlights

•

~~Basic~~Scaled ~~and~~Bitcoin ~~diluted~~Reserve. ~~net~~As ~~income~~of ~~(loss)~~March ~~per~~31, ~~share~~2026, ~~attributable~~we toaccumulated ~~common~~approximately ~~stockholders~~7,021 isBitcoin ~~computed~~ in ~~accordance~~reserve, ~~with~~positioning ~~Note~~us 2.among ~~Basis~~the oftop ~~presentation,~~16 ~~summary~~publicly oftraded ~~significant~~Bitcoin ~~accounting~~treasury ~~policies~~companies ~~and~~based ~~recent~~on ~~accounting~~total ~~pronouncements~~Bitcoin –holdings. ~~Net~~Our ~~income~~Bitcoin ~~(loss)~~in ~~per~~reserve ~~share~~included ~~attributable~~3,090 toBitcoin ~~common~~pledged ~~stockholders~~for miner purchases as of March 31, 2026.

•

30Expansion of Mining Fleet. In February 2026, we purchased ~11,298 Bitcoin miners, representing 3.05 exahash per second ("EH/s") at 13.5 joules per terahash ("J/TH"). Our operational fleet, which reflects the portion of the owned fleet that is installed and energized, grew to approximately 59,000 miners, representing approximately 25.0 EH/s at an average efficiency of 14.1 J/TH. The delivery and deployment of the additional Bitcoin miners was completed in April 2026, increasing our total owned fleet capacity from 25.0 to 28.1 EH/s while improving overall portfolio efficiency from 16.3 to 16.0 J/TH.

~~Table~~Basis of ~~Contents~~Presentation

On March 31, 2025, Hut 8, ADC, and the stockholders of ADC entered into a Contribution and Stock Purchase Agreement, pursuant to which Hut 8 contributed to ADC substantially all of Hut 8’s wholly-owned ASIC miners, in exchange for newly issued Class B Common Stock of ADC, representing 80% of the total and combined voting power and 80% of the issued and outstanding equity interests of ADC after giving effect to the issuance. In connection with the Transactions, ADC was renamed American Bitcoin Corp. and became a majority-owned subsidiary of Hut 8.

~~Notes~~Until the effectiveness of the Transactions on March 31, 2025, we historically operated as the "ASIC Compute" sub-segment of Hut 8’s "Compute" segment and not as a standalone company; therefore, separate financial statements had not historically been prepared for us prior to April 1, 2025. Our Unaudited Condensed Consolidated and Combined Financial Statements represent the historical assets, liabilities, operations, and cash flows directly attributable to us starting April 1, 2025; the prior periods have been prepared on a carveout basis through the use of a management approach from Hut 8’s Consolidated Financial Statements and accounting records and are presented on a standalone basis as if the operations had been conducted independently from Hut 8.

~~The~~Following ~~following~~the ~~table~~effectiveness ~~presents~~of ~~potentially~~the ~~dilutive~~Transactions ~~securities~~on ~~that~~March ~~were~~31, ~~not~~2025, ~~included~~we inbegan ~~the~~operating ~~computation~~as ofa ~~diluted~~standalone ~~net~~entity ~~(loss)~~with ~~income~~our ~~per~~own ~~share~~accounting and financial records; therefore, starting April 1, 2025, our results of ~~common~~operations ~~stock~~are asthe ~~their~~results ~~inclusion~~directly ~~would~~attributed ~~have~~to ~~been~~our ~~anti-dilutive~~standalone operations rather than the Bitcoin mining operations of Hut 8. Our Unaudited Condensed Consolidated and orCombined ~~their~~Balance ~~issuance~~Sheets ~~upon~~as ~~satisfying~~of aMarch ~~contingency~~31, if2026 ~~applicable,~~reflects ~~was~~the ~~not~~assets ~~satisfied~~and liabilities that we directly own or ~~deemed~~are ~~satisfied~~legally asobligated ofto ~~period~~satisfy ~~end:~~post-Transactions.

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
Akerna Common Warrants		21,739		-		21,739		—
Akerna Underwriter Warrants		1,087		-		1,087		—
Gryphon Warrants		108,587		-		108,587		—
Total		131,413		-		131,413		—

~~The~~Table ~~following is a reconciliation~~ of ~~the denominator of the basic and diluted net income (loss) per share of common stock computations for the periods presented:~~Contents

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
(in USD thousands, except share and per share amounts)	2025			2024			2025			2024
Numerator:
Net income (loss)	$	3,475		$	(576	)	$	(93,717	)	$	168,773
Less: loss from discontinued operations (net of income tax benefit of nil, nil, nil, and $1.6 million, respectively)		—			—			—			4,816
Net income from continuing operations – basic	$	3,475		$	(576	)	$	(93,717	)	$	173,589
Effect of dilutive shares on net income:
Gryphon warrants revaluation included in net income (loss) (net of income tax benefit) (1)		(19	)		—			—			—
Net income from continuing operations – diluted	$	3,456		$	(576	)	$	(93,717	)	$	173,589
Loss from discontinued operations (net of income tax benefit of nil, nil, nil and $1.6 million, respectively)	$	—		$	—		$	—		$	(4,816	)
Denominator:
Weighted average shares of common stock outstanding – basic		899,354,931			891,762,280			894,366,300			891,762,280
Dilutive impact of Gryphon Warrants		134,495			—			—			—
Weighted average shares of common stock outstanding – diluted		899,489,426			891,762,280			894,366,300			891,762,280
Net income (loss) per share of common stock:
Basic from continuing operations (2)	$	—		$	—		$	(0.10	)	$	0.19
Basic from discontinued operations (3)		—			—			—			(0.01	)
Diluted from continuing operations (4)	$	—		$	—		$	(0.10	)	$	0.19
Diluted from discontinued operations (5)		—			—			—			(0.01	)

Prior to the effectiveness of the Transactions on March 31, 2025, all revenues and costs, as well as assets and liabilities directly associated with Hut 8’s Bitcoin mining sub-segment activities were included in our Unaudited Condensed Consolidated and Combined Financial Statements, including Hut 8’s strategic Bitcoin reserve (which remained with Hut 8 following the effectiveness of the Transactions). Additional costs allocated to us include corporate general and administrative expenses, which consisted of various categories, including but not limited to: employee compensation and benefits, professional services, facilities and corporate office expenses, information technology, interest expenses, and stock-based compensation. The corporate and general administrative expenses allocated were primarily based on a percentage of revenue basis that was considered to be a reasonable reflection of the utilization of the services provided or benefit received during the periods presented, depending on the nature of the service received. Management believes the assumptions underlying our Unaudited Condensed Consolidated and Combined Financial Statements, including the expense methodology and resulting allocation, are reasonable for all periods presented. However, the allocations may not include all of the actual expenses that would have been incurred by us had we operated as a standalone entity during such periods and may not reflect our results of operations, financial position, and cash flows had we been a standalone company during the periods presented. Actual costs that might have been incurred had we been a standalone company would depend on a number of factors, including our organizational structure, what corporate functions we might have performed directly or outsourced, and strategic decisions we might have made in areas such as executive management, legal, and other professional services, and certain corporate overhead functions. These costs also may not be indicative of the expenses that we may incur in the future or would have incurred if we had obtained these services from a third party.

~~(1)~~All ~~Calculated~~intracompany astransactions within our operations prior to the ~~net~~effectiveness ~~adjustment~~of ~~from~~the ~~warrant~~Transactions ~~liability~~on ~~fair~~March ~~value~~31, ~~remeasurement~~2025 ~~from~~have ~~Gryphon~~been ~~Warrants~~eliminated. All intercompany transactions between us and Hut 8 on or before March 31, 2025 are considered to be effectively settled in our Unaudited Condensed Consolidated and Combined Financial Statements at the time the transactions are recorded. The total net effect of ~~tax~~these intercompany transactions considered to be settled are reflected in our Unaudited Condensed Consolidated and Combined Statement of Cash Flows within financing activities and in our Unaudited Condensed Consolidated and Combined Balance Sheets as net Hut 8 investment. At March 31, 2025, as described in the description of the Transactions above, the total net Hut 8 investment has been settled.

~~(2)~~Prior ~~Calculated~~to asthe ~~net~~effectiveness ~~income~~of ~~from~~the ~~continuing~~Transactions ~~operations~~on –March ~~basic~~31, ~~divided~~2025, our equity balance in our Unaudited Condensed Consolidated and Combined Financial Statements represents the excess of total liabilities over assets. Net Hut 8 investment is primarily impacted by ~~weighted~~contributions ~~average~~from ~~shares~~Hut 8 that are the result of ~~common~~net ~~stock~~funding ~~outstanding~~provided –by ~~basic~~or distributed to Hut 8.

~~(3)~~Prior ~~Calculated~~to asthe ~~loss~~effectiveness ~~from~~of ~~discontinued~~the ~~operations~~Transactions ~~divided~~on March 31, 2025, cash was managed through bank accounts controlled and maintained by ~~weighted~~Hut ~~average~~8. ~~shares~~We did not have legal ownership of ~~common~~any ~~stock~~bank ~~outstanding~~accounts –containing ~~basic~~cash balances prior to March 31, 2025. As such, cash held in commingled accounts with Hut 8 is presented within net Hut 8 investment on our Unaudited Condensed Consolidated and Combined Balance Sheets. Subsequent to March 31, 2025, we have set up our own legally separate bank accounts to appropriately directly settle our liabilities and to manage our own cash.

~~(4)~~Prior ~~Calculated~~to asthe ~~net~~effectiveness ~~income~~of the Transactions on March 31, 2025, we were not a co-obligor on Hut 8’s third-party, long-term debt obligations nor were we expected to pay any portion of Hut 8's third-party, long-term debt. However, proceeds from ~~continuing~~Hut ~~operations~~8’s –third-party ~~diluted~~debts were used to finance our purchase of Bitcoin miners or directly used for our Bitcoin mining-related activities and were therefore included in our Unaudited Condensed Consolidated and Combined Financial Statements. While we are not a legal obligor, ~~divided~~certain byBitcoin ~~weighted~~mining ~~average~~assets ~~shares~~of ours were pledged as collateral as disclosed in Note 4. Digital Assets. Following the effectiveness of ~~common~~the ~~stock~~Transactions ~~outstanding~~on –March ~~diluted~~31, 2025, we are no longer connected to any of Hut 8's third-party debt obligations.

~~(5)~~The ~~Calculated~~Unaudited asCondensed ~~loss~~Consolidated ~~from~~and ~~discontinued~~Combined ~~operations~~Financial ~~divided~~Statements byincluded ~~weighted~~in ~~average~~this ~~shares~~Quarterly ofReport ~~common~~have ~~stock~~been ~~outstanding~~prepared –in ~~diluted~~accordance with generally accepted accounting principles, in the United States ("GAAP").

~~Note~~Bitcoin ~~15. Commitments and contingencies~~ Mining

~~ABTC~~We ~~Bitmain~~generate ~~Purchase~~revenue ~~Agreement~~from Bitcoin rewards by providing computation services to third-party mining pool operators, which combine the computing power of Bitcoin miners to increase the chance of solving a block and getting paid by the network. We provide the service of performing computations of our Bitcoin miners to these mining pool operators and receive in return a payout of Bitcoin based on a contractual formula which primarily calculates the computing power provided to the mining pool as a percentage of the total computing power of the network, regardless of whether the mining pool actually receives the Bitcoin award from the network.

In August 2025, the Company entered into the ABTC Bitmain Purchase Agreement which includes the following financial commitments: a Bitcoin redemption option, recognized as a derivative asset under ASC 815, measured at fair value at each reporting period, a Miner purchase liability representing a commitment to settle the obligation in cash if the redemption right is exercised before expiration, and a derecognition of Digital assets – pledged for miner purchase if the redemption right is not exercised. See Note 5 for further information on the ABTC Bitmain Purchase Agreement. 32

31Table of Contents

~~Table~~As of ~~Contents~~March 31, 2026, we operated our Bitcoin miners at five sites under the Master Colocation Services Agreement (the "MCSA") with Hut 8:

•

~~American~~Alpha ~~Bitcoin~~(Niagara ~~Corp.~~Falls, New York);

•

~~Notes~~Medicine toHat ~~Unaudited~~(Medicine ~~Condensed~~Hat, ~~and~~Alberta); ~~Combined Financial Statements~~

•

~~Legal~~Salt ~~and~~Creek ~~regulatory~~(Orla, ~~matters~~ Texas);

•

~~The~~Vega ~~Company is subject at times to various claims~~(Amarillo, lawsuits, and governmental proceedings relating to the Company’s business and transactions arising in the ordinary course of business. The Company cannot predict the final outcome of such proceedings. Where appropriate, the Company vigorously defends such claims, lawsuits, and proceedings. Some of these claims, lawsuits, and proceedings seek damages, including consequential, exemplary, or punitive damages, in amounts that could, if awarded, be significant. Certain of the claims, lawsuits, and proceedings arising in ordinary course of business are covered by the Company’s insurance program. The Company maintains property and various types of liability insurance in an effort to protect the Company from such claims. In terms of any matters where there is no insurance coverage available to the Company, or where coverage is available and the Company maintains a retention or deductible associated with such insurance or elects not to purchase such insurance, the Company may establish an accrual for such loss, retention, or deductible based on current available information. In accordance with accounting guidance, if it is probable that an asset has been impaired or a liability has been incurred as of the date of the financial statements and the amount of loss is reasonably estimable, then an accrual for the cost to resolve or settle these claims is recorded by the Company in the accompanying Unaudited Condensed and Combined Balance Sheets. If it is reasonably possible that an asset may be impaired as of the date of the financial statement, then the Company discloses the range of possible loss. Expenses related to the defense of such claims are recorded by the Company as incurred and included in the accompanying Condensed and Combined Statements of Operations and Comprehensive Income (LossTexas).; Management, with the assistance of outside counsel, may from time to time adjust such accruals according to new developments in the matter, court rulings, or changes in the strategy affecting the Company’s defense of such matters. The Company has established an accrued liability for certain legal and regulatory proceedings. The possible loss or range of loss resulting from such litigation and regulatory proceedings, if any, in excess of the amounts accrued is inherently unpredictable and uncertain. Consequently, no reasonable estimate can be made of any possible loss or range of loss in excess of the accrual.

•

~~PPP~~Drumheller ~~Loan~~(Drumheller, Alberta).

OnMedicine ~~April~~Hat ~~21,~~(Medicine ~~2020~~Hat, ~~Gryphon obtained a loan in the principal aggregate amount of $2.2 million (the “PPP Loan”~~Alberta) ~~pursuant~~and toSalt ~~the~~Creek ~~Paycheck Protection Program under the CARES Act, which was forgiven in full, by the Small Business Administration~~ (~~the “SBA”)~~Orla, ~~on September 3, 2021.~~Texas)

OnDuring February 5,and ~~2024,~~March ~~Gryphon received a letter~~2025, ~~dated~~mining ~~January~~activity ~~25,~~at ~~2024,~~our ~~from~~Medicine ~~the~~Hat ~~SBA,~~and onSalt ~~behalf~~Creek ofsites ~~Key~~was ~~Bank,~~reduced indue ~~which~~to ~~the~~a ~~SBA~~planned ~~indicated~~fleet ~~that~~upgrade, ~~notwithstanding~~which ~~its prior notification of forgiveness, in full, of repayment of the PPP Loan, it~~ was ~~reviewing~~completed ~~its prior determination of forgiveness for potential reversal. Specifically, the SBA indicated that based~~ on ~~its~~April ~~preliminary findings~~4, ~~the~~2025. ~~SBA~~The isupgrade ~~considering~~resulted ain ~~full denial of~~ the ~~previously~~deployment ~~received forgiven amount based on the purported ineligibility~~ of ~~Gryphon~~higher toefficiency ~~have~~Bitcoin ~~received the PPP Loan under the SBA loan programs because Gryphon~~miners, ~~operating~~improving ~~as Akerna at~~ the ~~time~~efficiency of ~~the~~our ~~PPP~~Bitcoin ~~Loan,~~mining ~~provided software support to the cannabis industry~~operations. Gryphon responded to the SBA on February 6, 2024, providing reasons as to why it believes it was eligible for the PPP Loan, but has not received any further correspondence from the SBA since that date and the SBA has not made any financial demands. The Company plans to continue to cooperate with any further inquiry from the SBA.

InVega ~~January 2024~~(Amarillo, Gryphon received a civil investigative demand from the Department of Justice seeking information and documents about the PPP Loan. The Company is cooperating with the inquiry. At this time, there has been no formal demand for return of the PPP Loan proceeds, and no formal claim or lawsuit has been initiated against the Company.Texas)

~~Former~~In ~~CEO~~August ~~Litigation~~2025, we entered into service orders with Hut 8 pursuant to the MCSA and the Master Managed Services Agreement (the "MMSA") to host additional Bitcoin miners at Hut 8’s Vega site in Amarillo, Texas, most of which were delivered in August with the remainder delivered in September 2025. Prior to August 2025, we did not mine at Hut 8’s Vega site.

OnDrumheller ~~September 17~~(Drumheller, 2024, Mr. Robby Chang was terminated as Chief Executive Officer and President of Gryphon for cause, with immediate effect, by Gryphon’s Board of Directors. Mr. Chang remained a member of the Gryphon Board of Directors until the closing of the Business Combination on September 3, 2025.Alberta)

OnIn ~~October~~March 212026, ~~2024~~Hut 8 reenergized its site in Drumheller, ~~Gryphon~~Alberta ~~received~~in ~~notice~~anticipation ~~that~~of ~~both~~the itdelivery and ~~its~~deployment ~~wholly~~of ~~owned~~approximately ~~direct subsidiary~~11,298 ~~Ivy~~Bitcoin ~~Crypto~~miners, ~~Inc~~representing 3.05 exahash per second (EH/s) at 13.5 joules per terahash (J/TH). The site, which had previously mined Bitcoin, had been ~~named~~non-operational assince ~~defendants~~March in2024 adue ~~complaint~~to ~~filed~~elevated byenergy Mrcosts and underlying voltage issues impacting profitability. ~~Chang~~Deployment was completed in April 2026, enabling the ~~Ontario~~addition ~~Superior~~of ~~Court~~3.05 EH/s of ~~Justice~~Bitcoin inmining ~~Canada~~capacity and increasing our operating fleet capacity from 21.9 to 25.0 EH/s, ~~alleging~~while ~~wrongful~~maintaining ~~termination~~a consistent efficiency of 14.1 J/TH. As a result, our total fleet capacity increased from 25.0 to 28.1 EH/s, with overall portfolio efficiency improving to 16.0 J/TH.

OnKey ~~October~~Factors ~~22,~~Affecting ~~2024, Gryphon~~ABTC’s Board of Directors created a special committee to oversee Gryphon’s handling of the claim made by Mr. Chang. Gryphon and Ivy Crypto, Inc. served their Statement of Defense, and the parties agreed to proceed with a mediation of the dispute that was held on May 5, 2025. The mediation was unsuccessful, and the litigation remains unresolved. Although the potential outcome cannot be determined at this time, the Company intends to defend this matter vigorously.Performance

32Price of Bitcoin

~~Table~~Our business is heavily dependent on the price of ~~Contents~~Bitcoin, which is traded globally and has historically experienced significant volatility. We generate revenue from Bitcoin rewards we earn through third-party mining pool operators and Bitcoin we acquire through at-market purchases and strategic transactions to further build our strategic reserve. Under ASU 2023-08, Intangibles-Goodwill and Other-Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets ("ASU 2023-08"), Bitcoin is revalued at its fair value at the end of each reporting period, with changes to fair value recognized in net (loss) income. As a result, fluctuations in Bitcoin prices may impact our financial performance, including mark-to-market adjustments on Bitcoin, but does not reflect changes in our core operating performance.

~~American~~ Bitcoin ~~Corp.~~network difficulty and hashrate

~~Notes~~Our business is not only impacted by the volatility in Bitcoin prices, but also by increases in the competition for Bitcoin production, specifically for Bitcoin mining. This increased competition is described as the network hashrate resulting from the growth in the overall quantity and quality of miners working to ~~Unaudited~~solve ~~Condensed~~blocks on the Bitcoin blockchain, and ~~Combined~~the ~~Financial~~difficulty ~~Statements~~index associated with the secure hashing algorithm employed in solving the blocks. Increased difficulty reduces the mining proceeds of the equipment proportionally and eventually requires Bitcoin miners, like us, to upgrade our 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.

~~Note 16. Subsequent events~~ 33

~~The~~Table ~~Company has completed an evaluation~~ of all subsequent events after the balance sheet date up to the date that the Unaudited Condensed and Combined Financial Statements were available to be issued. Except for the events that occurred after September 30, 2025 disclosed above, the Company has concluded no other subsequent events have occurred that require disclosure.Contents

33Block reward and halving

~~Table~~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. This reduction in reward spreads out the release of ~~Contents~~Bitcoin over a long period of time as fewer Bitcoin are mined with each halving event. Bitcoin halving events impact the number of Bitcoin we mine which, in turn, may have a potential impact on our results of operations. The last halving event occurred in April 2024, and the next halving event is expected to occur in 2028.

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

~~MANAGEMENT’S~~Power ~~DISCUSSION~~costs ~~AND~~are ~~ANALYSIS~~a OFsignificant ~~FINANCIAL~~component ~~CONDITION~~of ~~AND~~our ~~RESULTS~~cost OFto ~~OPERATIONS~~mine a Bitcoin. Power costs can be highly volatile and sensitive to various factors outside of our control. We are subject to variable power prices and market rate fluctuations through our MCSA with Hut 8, through which power costs are incurred as a pass-through expense. Increased power costs impact the profitability of our Bitcoin mining operations.

The following discussion and analysis of the financial condition and results of operations of the Company should be read together with its condensed and combined financial statements and the related notes and the other financial information included elsewhere in this Quarterly Report and with the Proxy Statement/Prospectus, the Annual Report, and the Current Report. This discussion contains forwardNon-~~looking~~GAAP ~~statements~~Financial that involve risks and uncertainties. The Company’s actual business, financial condition, and results of operations could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed below and elsewhere in this Quarterly Report and in the Proxy Statement/Prospectus, the Annual Report, and the Current Report. See also “Cautionary Note Regarding Forward-Looking Statements” in this Quarterly Report. The Company's historical results are not necessarily indicative of the results that may be expected for any period in the future. Measures

~~Overview~~In addition to our results determined in accordance with GAAP, we rely on Adjusted EBITDA to evaluate our business, measure our performance, and make strategic decisions. Adjusted EBITDA is a non-GAAP financial measure. We define Adjusted EBITDA as net loss, adjusted for impacts of income tax benefit, depreciation and amortization, loss on sale of property and equipment, gain on derivatives, gain on warrant liability, the removal of non-recurring transactions, and stock-based compensation expense in the period presented. You are encouraged to evaluate each of these adjustments and the reasons that our Board and management team consider them appropriate for supplemental analysis.

~~The~~Our ~~Company~~Board isand amanagement ~~purpose-built~~team ~~Bitcoin~~use ~~accumulation~~Adjusted ~~vehicle~~EBITDA ~~and~~to ~~aims~~assess our financial performance because it allows them to ~~pursue~~compare ~~that~~our ~~goal~~operating ~~through~~performance on a ~~levered~~consistent ~~strategy~~basis ~~that~~across ~~combines~~periods ~~efficient~~by ~~Bitcoin~~removing ~~mining~~the effects of our capital structure (such as varying levels of interest expense and income), ~~disciplined~~asset ~~Bitcoin~~base ~~reserve~~(such ~~expansion~~as depreciation and ~~focused~~amortization), ~~ecosystem~~and ~~engagement.~~other ~~References~~items to(such as non-recurring transactions) that impact the ~~"Company"~~comparability ~~herein~~of ~~refer~~financial results from period to: period.

Net loss is the ~~“Bitcoin~~GAAP ~~mining”~~measure ~~sub-segment~~most ofdirectly ~~Parent’s~~comparable ~~“Compute”~~to ~~segment~~Adjusted ~~prior~~EBITDA. 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 ~~effectiveness~~adjustments in such presentation. Our presentation of Adjusted EBITDA should not be construed as an inference that its future results will be unaffected by unusual or non-recurring items. There can be no assurance that we will not modify the ~~Transactions~~presentation onof ~~March~~Adjusted 31EBITDA in the future, ~~2025;~~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. Because Adjusted EBITDA may be defined differently by other companies in our industry, its definition of this non-GAAP financial measure may not be comparable to similarly titled measures of other companies, thereby diminishing its utility.

~~Historical~~For ~~ABTC~~a ~~following~~reconciliation ~~the~~to ~~effectiveness~~our ofmost ~~the~~directly ~~Transactions~~comparable onfinancial ~~April~~measure 1,calculated ~~2025~~and ~~until~~presented ~~the~~in ~~consummation~~accordance ofwith ~~the~~GAAP, ~~Mergers~~please onsee ~~September~~"—Results 3,of ~~2025;~~Operations" ~~and~~ below.

~~American Bitcoin Corp. (formerly known as Gryphon Digital Mining, Inc.) following the consummation of the Mergers on September 3, 2025.~~34

~~See~~Table ~~“—Basis~~ of ~~Presentation” below.~~Contents

Q3Results ~~2025~~of ~~Highlights~~Operations

AsThree ofMonths ~~November~~Ended ~~13,~~March ~~2025~~31, ~~ABTC~~2026 ~~had accumulated approximately 4,090 Bitcoin in reserve, which includes Bitcoin held in custody or pledged for miner purchases,~~ and ~~owned approximately 77,944 Bitcoin miners with a cumulative hashrate of 25.0 EH/s and weighted average fleet efficiency of 16.3 J/TH.~~2025

Launch of 2025 At-The-Market Offering Program. On September 3, 2025, the Company entered into a Controlled Equity Offering Sales Agreement to establish an at-the-market equity program (the "2025 ATM"), allowing the Company to offer and sell up to $2.1 billion of its Class A common stock from time to time. From the launch the 2025 ATM until September 30, 2025, the Company issued and sold 11,017,341 shares of its Class A common stock under the 2025 ATM for gross proceeds of $90.0 million, at a weighted average issuance price per share of $8.17, and incurred issuance costs of $2.0 million. During the period from October 1, 2025 to November 13, 2025, the Company issued and sold 7,178,767 shares of its Class A common stock for gross proceeds of $44.1 million, at a weighted average issuance price per share of $6.14, and incurred issuance costs of $0.2 million.


	Three Months Ended
	March 31,						Increase
(in USD thousands)	2026			2025			(Decrease)
Revenue:	$	62,118		$	12,338		$	49,780

Cost of revenue (exclusive of depreciation and amortization shown below):		29,598			11,651			17,947

Operating expenses:
Depreciation and amortization		26,620			6,424			20,196
General and administrative expenses		6,908			14,368			(7,460	)
Loss on sale of property and equipment		—			2,454			(2,454	)
Loss on digital assets		117,188			112,394			4,794
Total operating expenses		150,716			135,640			15,076
Operating loss		(118,196	)		(134,953	)		16,757

Other income:
Gain on derivatives		37,292			20,862			16,430
Gain on warrant liability		69			—			69
Total other income		37,361			20,862			16,499

Loss before income taxes		(80,835	)		(114,091	)		33,256

Income tax (provision) benefit		(957	)		13,468			(14,425	)

Net loss	$	(81,792	)	$	(100,623	)	$	18,831

Other comprehensive income:
Foreign currency translation adjustments		—			4,467			(4,467	)
Total comprehensive loss	$	(81,792	)	$	(96,156	)	$

Three Months Ended

Weighted-average remaining lease term – operating leases (in years)

Weighted-average discount rate(1) – operating leases