American Bitcoin Corp.

American Bitcoin Corp. (ABTC) operates as a pure-play Bitcoin accumulation platform, integrating scaled Bitcoin mining operations with disciplined accumulation strategies. The company's business model is centered on the operation of application-specific integrated circuit (ASIC) miners for Bitcoin mining and the strategic accumulation of a Bitcoin reserve. ABTC aims to become a leading publicly traded platform for Bitcoin accumulation, network participation, and ecosystem development, viewing Bitcoin as an emerging institutional-grade asset class. The company's strategy is multi-pronged, focusing on building efficient operations to produce Bitcoin below market cost, leveraging capital availability to scale its Bitcoin reserve, and harnessing operational scale and treasury accumulation for ecosystem leadership.

ABTC's core business model revolves around generating revenue through Bitcoin mining and expanding its Bitcoin reserve through at-market purchases and strategic transactions. The company utilizes a capital-efficient, infrastructure-light operating model, prioritizing direct Bitcoin-generating assets (miners) over physical infrastructure ownership. This approach is facilitated by a strategic partnership with Hut 8, which provides colocation and hosting services for ABTC's Bitcoin miners at its facilities. Revenue is generated from Bitcoin rewards received from third-party mining pool operators, such as Foundry and Luxor, based on the computing power contributed. The company does not self-custody its Bitcoin, instead using third-party custody solutions like Coinbase Custody and Anchorage Digital Bank N.A. for safeguarding its Bitcoin, primarily in "cold storage" wallets.

As of December 31, 2025, ABTC owned approximately 78,000 Bitcoin miners with a cumulative hashrate of approximately 25 EH/s ¹ and a weighted average fleet efficiency of approximately 16.3 J/TH ². Approximately 21.9 EH/s ³ of this total hashrate was operational. The mining fleet primarily consists of Bitmain S21 series and MicroBt M5X and M6X series machines. The company's Bitcoin reserve stood at approximately 5,401 Bitcoin ⁴ as of December 31, 2025, including 2,776 Bitcoin ⁵ pledged to Bitmain for miner purchases. By March 25, 2026, the reserve had grown to approximately 6,963 Bitcoin ⁶, with 3,090 Bitcoin ⁷ pledged for miner purchases.

For the fiscal year ended December 31, 2025, ABTC reported total revenue of $185,164 thousand ⁸, a significant increase from $71,537 thousand ⁹ in 2024. Cost of revenue (exclusive of depreciation and amortization) was $92,001 thousand ¹⁰ in 2025, up from $39,509 thousand ¹¹ in 2024. Depreciation and amortization expense increased to $58,239 thousand ¹² in 2025 from $22,744 thousand ¹³ in 2024. General and administrative expenses slightly decreased to $33,394 thousand ¹⁴ in 2025 from $34,486 thousand ¹⁵ in 2024. The company recorded a loss on digital assets of $227,064 thousand ¹⁶ in 2025, a reversal from a gain of $509,303 thousand ¹⁷ in 2024. Operating loss for 2025 was $227,988 thousand ¹⁸, compared to an operating income of $484,101 thousand ¹⁹ in 2024. Net loss from continuing operations was $153,171 thousand ²⁰ in 2025, contrasting with a net income of $433,751 thousand ²¹ in 2024. Basic and diluted EPS from continuing operations were both $(0.17) ²² in 2025, down from $0.49 ²³ in 2024. Cash and cash equivalents were $3,822 thousand ²⁴ as of December 31, 2025, while total liabilities were $580,693 thousand ²⁵. The fair value of the strategic Bitcoin reserve was approximately $472.6 million ²⁶ as of December 31, 2025.

The year-over-year revenue increase of $113,627 thousand ²⁷ in 2025 was primarily driven by improved mining efficiencies at the Medicine Hat and Salt Creek sites following a fleet upgrade, which included higher-efficiency machines and infrastructure enhancements. Additionally, the deployment of Bitcoin miners at the Vega site in August and September 2025 added approximately 14.86 EH/s ²⁸ to the mining fleet. This resulted in an increase in Bitcoin production to 1,789 Bitcoin ²⁹ in 2025 from 1,184 Bitcoin ³⁰ in 2024, and an increase in average revenue per Bitcoin mined to approximately $103,521 ³¹ in 2025 from $60,436 ³² in 2024. The shift from a gain to a loss on digital assets was mainly due to the decline in the price of Bitcoin from approximately $93,354 ³³ as of December 31, 2024, to approximately $87,498 ³⁴ as of December 31, 2025, and the fact that Hut 8's Bitcoin reserve remained with Hut 8 after the March 31, 2025 Transactions, requiring ABTC to build its own reserve from April 1, 2025.

Significant operational developments in 2025 included the scaling of the Bitcoin reserve to 5,401 Bitcoin ⁴ by year-end and further to 6,963 Bitcoin ⁶ by March 25, 2026. The company expanded its mining fleet by purchasing 16,299 Bitcoin miners ³⁵ (14.02 EH/s ³⁶) in August 2025 and an additional 981 Bitcoin miners ³⁷ (0.84 EH/s ³⁸) in September 2025. In February 2026, another 11,298 Bitcoin miners ³⁹ (3.05 EH/s ⁴⁰) were purchased. The company also launched a 2025 At-The-Market (ATM) Offering Program on September 3, 2025, allowing it to sell up to $2.1 billion ⁴¹ of Class A common stock. As of December 31, 2025, 65,485,198 shares ⁴² were sold under the ATM for gross proceeds of approximately $240.5 million ⁴³. A merger with Gryphon Digital Mining, Inc. was completed on September 3, 2025, with Gryphon being renamed American Bitcoin Corp. and Historical ABTC identified as the accounting acquirer.

ABTC's strategy for the upcoming period continues to focus on Bitcoin accumulation through efficient mining and disciplined reserve expansion. The company expects to expand its fleet to approximately 89,000 miners ⁴⁴, representing approximately 28.1 EH/s ⁴⁵ of owned capacity at an average efficiency of approximately 16.0 J/TH ⁴⁶, following the delivery and deployment of recently purchased miners. The operational fleet is expected to increase to approximately 59,000 miners ⁴⁷, representing approximately 25.0 EH/s ⁴⁸ at an average efficiency of 14.1 J/TH ⁴⁹. This expansion includes the deployment of 11,298 Bitcoin miners ³⁹ at the reenergized Drumheller site in March 2026, after resolving voltage issues.

The company anticipates raising significant additional capital to execute its strategy and achieve its Bitcoin reserve accumulation goals. This includes potential sales of common stock, convertible securities, or other equity securities through public markets and strategic financing structures. From January 1, 2026, to March 25, 2026, ABTC issued and sold an aggregate of 83,955,130 shares ⁵⁰ of Class A common stock under the 2025 ATM for gross proceeds of approximately $110.8 million ⁵¹. The company's ability to meet its cash requirements will depend on maintaining its existing business, competing effectively, pursuing strategic transactions, and accessing capital markets.

Operationally, ABTC's performance will continue to be heavily influenced by the price of Bitcoin, network difficulty and hashrate, and power costs. The company's reliance on Hut 8 for colocation, hosting, and management services under the MCSA and MMSA means that power costs are incurred as a pass-through expense, making profitability sensitive to variable power prices. The next Bitcoin halving event is expected in 2028, which will reduce the block reward and could impact mining revenue if not offset by a corresponding increase in Bitcoin price or decrease in mining difficulty.

Planned capital allocation includes Bitcoin purchases to pursue the accumulation strategy, working capital for operations and growth, and equipment financing for additional Bitcoin miners. The 2025 Omnibus Incentive Plan allows for automatic increases in shares reserved for issuance on January 1st of each year, for a period of not more than ten years, commencing on January 1, 2026, and ending on (and including) January 1, 2035, by the lesser of (a) a number of shares equal to the excess of (i) 20% ⁵² of the issued and outstanding fully diluted shares on December 31st of the preceding calendar year over (ii) the number of shares reserved for issuance under the plan as of such date and (b) such number of shares determined by the Board.

Management explicitly flagged several structural headwinds and execution risks. The company is highly concentrated in Bitcoin, a volatile asset, and fluctuations in its price will continue to influence financial results. Failure to grow hashrate may impede competitiveness, and there is a risk of being unable to purchase Bitcoin miners at scale or facing delays. The company is dependent on maintaining a good relationship with Hut 8 for critical services, and any failure by Hut 8 to perform its obligations or termination of agreements could have a material adverse effect. ABTC expects to raise significant additional capital, and an inability to do so on favorable terms could hinder growth. Cybersecurity threats and internet-related disruptions are ongoing risks to operations. The pace of technological change, including AI and quantum computing, presents competitive risks, requiring continuous adaptation. Inaccurate predictions of facility requirements or Hut 8's failure to develop and operate facilities could also adversely affect the business.

Geographic, regulatory, and macro factors identified as constraints include the complex and evolving legal and regulatory environment for digital assets in the U.S. and Canada, with potential for new laws, regulations, or interpretations (e.g., the CLARITY Act, GENIUS Act) that could impact Bitcoin mining and accumulation. The potential reclassification of Bitcoin as a security could lead to ABTC being classified as an "investment company" under the 1940 Act, incurring significant regulatory obligations. Exposure to specially designated nationals or blocked persons through blockchain transactions, and potential substantial environmental or energy regulations, are also risks. Political, social, and economic events in the U.S., Canada, or elsewhere, including interest rate fluctuations, inflation, and international tariffs, could also adversely affect the business.

The most material risks disclosed in the filing include the high concentration in Bitcoin, a highly volatile asset, where fluctuations in its price directly influence ABTC's business, financial condition, and results of operations, and the value of its securities. The company faces significant operational risk from its dependence on Hut 8 for colocation and management services, with any failure or termination of these agreements posing a material adverse effect. Liquidity risk is substantial, as ABTC expects to raise significant additional capital, and an inability to do so could impede growth and competitiveness. Regulatory uncertainty in the digital asset industry, including potential reclassification of Bitcoin as a security or new environmental and energy regulations, could impose significant compliance costs or operational restrictions. Cybersecurity threats and breaches, as well as internet-related disruptions, are ongoing risks to operations and Bitcoin holdings. The company also faces competition for critical inputs like Bitcoin miners and low-cost electricity, and from other methods of investing in Bitcoin, such as ETPs. The Bitcoin halving events, such as the one in April 2024 that reduced the reward from 6.25 to 3.125 Bitcoin ⁵³, pose a risk to profitability if not offset by price increases or difficulty decreases. Legal proceedings, including those assumed from the merger with Gryphon and the ongoing SBA inquiry regarding the PPP Loan, could result in significant costs and liabilities.

Management's message to shareholders emphasizes ABTC's objective of Bitcoin accumulation through a multi-pronged strategy of efficient Bitcoin mining, disciplined Bitcoin reserve expansion, and focused ecosystem engagement, aiming to establish itself as an institutional interface to Bitcoin as an asset class. They highlight the company's capital-efficient, infrastructure-light operating model, leveraging the strategic partnership with Hut 8 for mining operations. Key strategic priorities for the period ahead include scaling the Bitcoin reserve, expanding the mining fleet with higher-efficiency machines, and leveraging capital markets for reserve growth. Management explicitly stated the launch of the 2025 ATM program, allowing the company to offer and sell up to $2.1 billion ⁴¹ of Class A common stock, with $240.5 million ⁴³ already sold as of December 31, 2025, and an additional $110.8 million ⁵¹ from January 1, 2026, to March 25, 2026. They also noted the expected expansion of the total owned fleet to approximately 89,000 miners ⁴⁴ (28.1 EH/s ⁴⁵) and the operational fleet to approximately 59,000 miners ⁴⁷ (25.0 EH/s ⁴⁸) at an average efficiency of 14.1 J/TH ⁴⁹ following recent purchases and deployment at sites like the reenergized Drumheller facility.