ABTC on Nasdaq

American Bitcoin

Logo: abtc.com6

Bitcoin mining and accumulation company

American Bitcoin Corp is an American bitcoin mining and treasury management company majority owned by digital infrastructure company Hut 8 Mining. It is incorporated in Delaware with its headquarters in Miami, Florida.3 Its shares trade on Nasdaq under the symbol ABTC.1 Wikipedia text CC BY-SA 4.0

$7.96 up 0.31 (4.12%)Price as of Oct 15, 2026 at 17:33 UTC

Last updated Oct 21, 2026.

Overview

$185.2MRevenue, fiscal 20257
-$153.2MNet income, fiscal 20257

Compare with Binah Capital Group, Inc., Gemini Space Station, Inc. or TeraWulf, or pick any stock.

  • TickerABTC on Nasdaq1
  • IndustryFinance Services1
  • HeadquartersMiami, United States1
  • Websitewww.abtc.com
  • Incorporated inDE8
  • Business address777 Brickell Avenue, Suite 200, Miami, Fl8
  • Filer categoryNon-accelerated filer, Smaller reporting company8
  • Legal formCorporation4
  • LEI2549005LS4NEZEAJEI894
  • StatusActive4
  • LEI statusIssued and current4
  • Registered addressC/O COGENCY GLOBAL INC., 19904 Dover, United States4
  • Registered withDivision of Corporations, Department of State, 70859194

American Bitcoin Corp is an American bitcoin mining and treasury management company majority owned by digital infrastructure company Hut 8 Mining. It is incorporated in Delaware with its headquarters in Miami, Florida.3

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

-123.1%Operating margin7
-82.7%Net margin7
158.8%Revenue growth, 20257
-23.0%Return on equity7

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Regions

United States brought in 99% of the revenue American Bitcoin broke down this way in fiscal 2025.

  1. United States$183.1M799%up 310% from 2024
  2. CA [member]$2.0M71%down 92% from 2024
Regions by year
Regions202320242025
United States$59.7M$44.7M$183.1M
CA [member]$5.2M$26.8M$2.0M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue50¢$92.0M
  • Other costs41¢$75.0M
  • Income tax10¢$18.1M

Out of $185.2M in revenue.7 The company lost money this year.

Financial statements

Revenue11121314157$185.2M in 2025+1667% since 2018
0$50.0M$100.0M$150.0M$200.0M2018: $10.5M$10.5M20182019: $10.8M$10.8M2019+3%2020: $12.6M$12.6M2020+16%2021: $17.6M$17.6M2021+40%2022: $10.5M$10.5M2022−41%2023: $65.0M$65.0M2023+521%2024: $71.5M$71.5M2024+10%2025: $185.2M$185.2M2025+159%
Gross profit1112131415$3.4M in 2023−44% since 2018
0$5.0M$10.0M$15.0M2018: $6.1M$6.1M20182019: $6.2M$6.2M2019+1%2020: $6.4M$6.4M2020+3%2021: $10.2M$10.2M2021+60%2022: $5.5M$5.5M2022−46%2023: $3.4M$3.4M2023−38%
Operating income11121314157-$228.0M in 2025+9156% since 2018
-$400.0M-$200.0M0$200.0M$400.0M$600.0M2018: -$2.5M-$2.5M20182019: -$12.5M-$12.5M2019+408%2020: -$17.3M-$17.3M2020+38%2021: -$33.1M-$33.1M2021+92%2022: -$43.1M-$43.1M2022+30%2023: $6.2M$6.2M20232024: $484.1M$484.1M2024+7662%2025: -$228.0M-$228.0M2025
Net income161713157-$153.2M in 2025+8933% since 2018
-$200.0M0$200.0M$400.0M$600.0M2018: -$1.7M-$1.7M20182019: -$14.4M-$14.4M2019+750%2020: -$13.6M-$13.6M2020−6%2021: -$31.3M-$31.3M2021+131%2022: -$79.1M-$79.1M2022+152%2023: $39.6M$39.6M20232024: $428.9M$428.9M2024+983%2025: -$153.2M-$153.2M2025

Every line of the income statement as filed: the last 3 fiscal years, latest first.7

Period ending2025-12-312024-12-312023-12-31
Revenue$185.2M$71.5M$65.0M
Cost of revenue (exclusive of depreciation and amortization shown below)$92.0M$39.5M$43.6M
Depreciation and amortization$58.2M$22.7M$14.4M
General and administrative expenses$33.4M$34.5M$34.2M
Loss on sale of property and equipment$2.5M
Loss (gain) on digital assets$227.1M-$509.3M-$33.5M
Total operating expenses (income)$321.2M-$452.1M$15.1M
Operating (loss) income-$228.0M$484.1M$6.2M
Foreign exchange loss-$300.0K
Interest expense-$3.5M-$8.8M
Gain on derivatives$56.3M$6.8M
Gain on warrant liability$384.0K
Gain on debt extinguishment$6.0M$23.7M
Other income$56.7M$9.3M$14.6M
(Loss) income from continuing operations before taxes-$171.3M$493.4M$20.8M
Income tax benefit (provision)$18.1M-$59.6M$18.8M
Net (loss) income from continuing operations-$153.2M$433.8M$39.6M
Loss from discontinued operations (net of income tax benefit of nil, $1.6 million, and nil respectively)-$4.8M
Net (loss) income-$153.2M$428.9M$39.6M
Foreign currency translation adjustments$4.5M-$59.3M$11.0M
Total comprehensive (loss) income-$148.7M$369.6M$50.6M
Basic from continuing operations-$0.17$0.49$0.04
Diluted from continuing operations-$0.17$0.49$0.04
Basic905.0M shares891.8M shares891.8M shares
Diluted905.1M shares891.8M shares891.8M shares
Income tax benefit-$1.6M

Compare American Bitcoin with another company

Corporate structure

American Bitcoin is part of a group headed by Hut 8. 11 entities, 2 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of American Bitcoin

  • Eric Trump Filed SCHEDULE 13D/A on American Bitcoin, latest Dec 22, 2025 (3 filings since Sep 10, 2025)
  • Anchorage Lending CA, LLC Filed SCHEDULE 13D/A on American Bitcoin, latest Sep 5, 2025 (3 filings since Oct 30, 2024)
  • Daniel George Tolhurst Filed SCHEDULE 13G/A on American Bitcoin, latest Aug 14, 2025 (2 filings since Feb 22, 2024)
  • Roxy Capital Corp Filed SCHEDULE 13G/A on American Bitcoin, latest Jun 4, 2025 (2 filings since Feb 16, 2024)
  • RJL 18 CAPITAL CANADA LP Filed SC 13G on American Bitcoin, latest Feb 16, 2024
  • Robby Sai Kit Chang Filed SC 13D on American Bitcoin, latest Feb 16, 2024
  • MJ BRIDGE CO., INC. Filed SC 13G on American Bitcoin, latest Jun 23, 2023
  • Hut 8 Miami, Florida, United States
    • American Bitcoin Miami, Florida, United States
      • AMERICAN BITCOIN INVESTMENTS LLC Subsidiary · Miami, Florida, United States
    • AMERICAN BITCOIN HOLDINGS LLC Subsidiary · Delaware, United States
    • AMERICAN BITCOIN OPERATING LLC Subsidiary · Delaware, United States
    • BEACON POINT DC 2 LLC Subsidiary · Miami, Florida, United States
    • BEACON POINT DC LLC Subsidiary · Miami, Florida, United States
    • HUT 8 DC LLC Subsidiary · Miami, Florida, United States
    • HUT 8 INFRASTRUCTURE LLC Subsidiary · Delaware, United States
    • HUT 8 MINING CORP. Subsidiary · Canada
    • U.S. Data Mining Group, Inc. Subsidiary · Miami, Florida, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What American Bitcoin reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$17.1M21 Dec 31, 2024$16.0M21 Dec 31, 2023+7.1%
Accumulated depreciation$95.4M7 Dec 31, 2025$31.1M7 Dec 31, 2024+206.2%
Property and equipment, net$341.7M7 Dec 31, 2025$43.1M7 Dec 31, 2024+693.1%
Operating-lease assets (leased space)$166.7M7 Dec 31, 2025

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$735.0K21 Dec 31, 2024$915.0K21 Dec 31, 2023−19.7%
Marketable securities, current$115.0K21 Dec 31, 2024$403.0K21 Dec 31, 2023−71.5%
Deposits held (banks)$656.0K21 Dec 31, 2024$420.0K21 Dec 31, 2023+56.2%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$154.4M7 Dec 31, 2025$53.1M7 Dec 31, 2024+190.9%
Intangible assets, net (excluding goodwill)$100.0K21 Dec 31, 2024$100.0K21 Dec 31, 20230%
Indefinite-lived intangibles (excluding goodwill)$998.0K7 Dec 31, 2025
Finite-lived intangibles, net$998.0K7 Dec 31, 2025$2.2M14 Dec 31, 2022−53.9%

Properties, in its own words

We do not own or lease any real property for our corporate offices. We currently operate out of facilities provided by Hut 8 at 1101 Brickell Avenue, Suite 1500, Miami, FL 33131. We believe that our office space is suitable for our current needs and, facilities, to the extent needed to meet future needs, may be obtained on commercially reasonable terms.

We use Hut 8's facilities for our Bitcoin mining operations pursuant to a MCSA, under which we generally pay a monthly fee for the use, operation, and maintenance of the relevant facility. Pursuant to an Exclusivity Agreement, Hut 8 is the exclusive provider of hosting and colocation services with respect to our digital asset mining equipment. See "Our Business—Material Agreements."

The rest of Item 2

We believe Hut 8's existing facilities are sufficient for our current needs and that, should it be needed, suitable additional or alternative facilities will be available from Hut 8 to accommodate our Bitcoin mining operations.

Item 2 of the 10-K filed Mar 27, 2026.22

The story

American Bitcoin was founded in March 2025 by Eric Trump, Donald Trump Jr., and shareholders of their former venture, American Data Centers. Plans for the venture emerged in late 2024 when Hut 8 executives met Eric Trump at the Trump National Golf Club in Jupiter, Florida. Between April and May 31, 2025, the company mined 215 bitcoin and reported it had raised $220 million by July 1, 2025 to fund mining equipment and a strategic bitcoin reserve. Matt Prusak was appointed as the company's first President in 2025.

On 12 May 2025, it was announced that public company Gryphon Digital Mining would merge with American Bitcoin in an all-stock transaction, with the new entity retaining the American Bitcoin name. Shares of Gryphon climbed 285% to $2.00 on the announcement. On September 3, 2025, American Bitcoin began trading on the Nasdaq Global Select Market after a merger with Gryphon Digital Mining.

From Wikipedia’s article on American Bitcoin, shared under CC BY-SA 4.0.9

Leadership

Who has led American Bitcoin, and when. Pick a name to see everywhere that person has worked.

Board members and other officers (21)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • Executive OfficerDavid McCullough named Oct 20, 202152
  • Executive OfficerJohn Fowle named Oct 20, 202152
  • Executive OfficerRay Thompson named Oct 20, 202152
  • DirectorMatthew Kane named Oct 20, 202152

Products and brands

American Bitcoin operates mining facilities supplied by Hut 8 in Niagara Falls, Medicine Hat, Alberta and Orla, Texas. As of May 31, 2025, the company operated over sixty thousand ASIC miners and held contractual rights to purchase an additional 17,280 Bitmain machines.

In a September 2025 SEC filing, the company reported holdings of 2,443 bitcoin, valued at approximately $269 million. According to an investor presentation American Bitcoin follows three lines of strategy: operate mining facilities, accumulate bitcoin through mining and open market purchases, and building related services.

From Wikipedia’s article on American Bitcoin, shared under CC BY-SA 4.0.9

Subsidiaries and ownership

Ultimate parent

Subsidiaries (Exhibit 21)

  • AMERICAN BITCOIN OPERATING LLC Delaware10

Ownership links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); each one cites its LEI record. The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • American Bitcoin Corp. /DE/Sep 5, 2025 to Sep 5, 20258
  • Gryphon Digital Mining, Inc.Feb 14, 2024 to Sep 3, 20258
  • Akerna Corp.Dec 4, 2018 to Feb 13, 20248
  • MTech Acquisition Holdings Inc.Nov 7, 2018 to Jun 12, 20198

Timeline

  1. Aug 3, 20268-K Results of operations53
  2. Aug 3, 20268-K Executive or director change54
  3. Jul 6, 20268-K Change to shareholders' rights; Bylaws or fiscal year changed; Other events55
  4. Jun 24, 20268-K Shareholder vote; Other events56
  5. May 6, 20268-K Results of operations57
  6. Feb 26, 20268-K Results of operations58
  7. Nov 14, 20258-K Results of operations59
  8. Nov 4, 20258-K Other events60
  9. Sep 25, 20258-K Change of auditor61
  10. Sep 12, 2025New chief executive Michael Ho becomes CEO23
  11. Sep 3, 20258-K Entered a material agreement; Ended a material agreement; Completed an acquisition or sale62
  12. Sep 3, 20258-K Entered a material agreement63
  13. Sep 2, 20258-K Other events64
  14. Oct 4, 2024New chief executive Steven D. Gutterman becomes CEO25
  15. Feb 16, 2024New chief executive Robby Sai Kit Chang becomes CEO24
  16. Jun 27, 2019New chief executive Jessica Billingsley becomes CEO26
  17. Oct 3, 2018Founded American Bitcoin is founded4

Calendar

Coming up

  1. Nov 4, 2026 · After the closeReports results for the quarter ending Sep/202665

When it reported results

  1. Aug 3, 2026Reported quarterly or annual results53
  2. May 6, 2026Reported quarterly or annual results57
  3. Feb 26, 2026Reported quarterly or annual results58
  4. Nov 14, 2025Reported quarterly or annual results59
  5. Apr 1, 2025Reported quarterly or annual results66
  6. Nov 13, 2024Reported quarterly or annual results67
  7. Aug 14, 2024Reported quarterly or annual results68
  8. May 14, 2024Reported quarterly or annual results69

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

446 filings to the SEC since October 2021: 6 annual reports, 15 quarterly reports, 126 major events, 114 insider forms, 14 large holders, 1 private raises, 170 other. The latest 20:

  1. Aug 7, 20263 EDGAR
  2. Aug 7, 20264 EDGAR
  3. Aug 3, 20268-K EDGAR
  4. Aug 3, 20268-K EDGAR
  5. Aug 3, 202610-Q EDGAR
  6. Jul 30, 20264 EDGAR
  7. Jul 30, 20264 EDGAR
  8. Jul 30, 20264 EDGAR
  9. Jul 6, 20268-K EDGAR
  10. Jun 24, 20264 EDGAR
  11. Jun 24, 20264 EDGAR
  12. Jun 24, 20264 EDGAR
  13. Jun 24, 20268-K EDGAR
  14. Jun 16, 20264 EDGAR
  15. May 6, 20268-K EDGAR
  16. May 6, 202610-Q EDGAR
  17. Apr 27, 2026ARS EDGAR
  18. Apr 27, 2026DEFA14A EDGAR
  19. Apr 27, 2026DEF 14A EDGAR
  20. Apr 13, 2026PRE 14A EDGAR

The 446 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

32 open-market trades by officers, directors and large owners since October 2021: 24 buys and 8 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Aug 6, 2026Mateen JustinDirectorBuy162,438$6.19$1.0MForm 4
Aug 5, 2026Mateen JustinDirectorBuy144,543$6.40$925.1KForm 4
Jun 15, 2026Busch RichardDirectorBuy450,000$0.87$391.5KForm 4
Mar 5, 2026Busch RichardDirectorBuy68,000$1.15$78.2KForm 4
Mar 4, 2026Busch RichardDirectorBuy90,000$1.15$103.5KForm 4
Mar 3, 2026Mateen JustinDirectorBuy1,800,000$1.03$1.9MForm 4
Mar 3, 2026Busch RichardDirectorBuy240,000$0.96$230.4KForm 4
Dec 22, 2025Busch RichardDirectorBuy101,000$1.98$200.0KForm 4
Dec 16, 2025Busch RichardDirectorBuy175,000$1.66$290.5KForm 4
Sep 3, 2025Anchor Labs, Inc.DirectorSale2,534,490$7.97$20.2MForm 4
May 21, 2025Tolhurst Daniel GeorgeSale8,139$1.30$10.6KForm 4
May 20, 2025Tolhurst Daniel GeorgeSale474,339$1.30$616.6KForm 4
May 19, 2025Tolhurst Daniel GeorgeSale1,981,233$1.45$2.9MForm 4
May 16, 2025Tolhurst Daniel GeorgeSale329,257$1.34$441.2KForm 4
Jan 13, 2025Billingsley JessicaDirectorBuy48,412$0.39$18.9KForm 4
Jan 13, 2025Vaiopoulos DemetriosDirectorBuy48,412$0.39$18.9KForm 4
Jan 13, 2025Kaiser BrittanyDirectorBuy96,824$0.39$37.8KForm 4
Jan 13, 2025Billingsley JessicaDirectorBuy48,412$0.39$18.9KForm 4
Jan 13, 2025Cox HeatherDirectorBuy96,824$0.39$37.8KForm 4
Jan 13, 2025Gallie Peter EricSenior Vice PresidentBuy145,236$0.39$56.6KForm 4

All 32 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Steve GuttermanFormer Chief Executive Officer$1.0M78
2025Matt PrusakPresident and Interim Chief Financial Officer33$576.9K78
2025Simeon SalzmanFormer Chief Financial Officer$320.8K78
2025Eric GallieFormer Senior Vice President$246.5K78
2024Steve GuttermanFormer Chief Executive Officer$128.4K$1.3M78
2024Simeon SalzmanFormer Chief Financial Officer$218.9K$356.4K78
2024Eric GallieFormer Senior Vice President$9.6K$269.0K78

Money raised

Private offerings the company reported to the SEC on Form D.

  1. Oct 5, 2021Raised $18 million in a private offering of debt Form D: 2 investors so far Form D

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
EverSource Wealth Advisors, LLC60,000$40.9K0.0%New
SBI Securities Co., Ltd.21,081$14.4K0.0%New
Bogart Wealth, LLC15,191$10.3K0.0%New
Hollencrest Capital Management10,000$6.8K0.0%New
Planning Strategies Inc.4,925$3.4K0.0%New
Creative Capital Management Investments LLC2,511$1.7K0.0%New
AdvisorNet Financial, Inc74$500.0%New

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How American Bitcoin is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARAmerican Bitcoin Corp.2
  • CIK0001755953
  • Employer ID (EIN)83-224265122
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company22
  • Incorporated inDelaware22
  • Fiscal year endsDecember 312
  • Industry code (SIC)6199 Finance Services2
  • SEC reviewing officeOffice of Crypto Assets, Division of Corporation Finance2
  • Business address777 Brickell Avenue, Suite 200, Miami, FL2
  • Phone(305) 224 64272
  • Shares outstanding326,896,215 Common Class A shares; 732,224,903 Common Class B shares; 0 Common Class C shares as of Mar 25, 202622
  • Public float$58.0M as of Jun 30, 202522
  • AuditorKPMG LLP, New York, New York PCAOB ID 185; no auditor attestation of internal control over financial reporting22
  • On EDGAR sinceNov 7, 20182
  • Filings673 in all: 8-K (172), 4 (123), 425 (60), 3 (32), CORRESP (31), UPLOAD (24), 10-Q (21), 424B3 (20)2
    All 49 form types

    EFFECT (20), DEFA14A (15), S-4/A (13), 4/A (10), DEF 14A (10), 424B5 (9), SC 13G (9), 8-K/A (8), S-3 (8), 10-K (7), PRE 14A (7), 144 (6), S-1 (5), S-8 (5), SC 13G/A (5), POS AM (4), S-1/A (4), S-3/A (4), SC 13D (4), SCHEDULE 13D/A (4), D (3), S-4 (3), 10-K/A (2), 3/A (2), 424B4 (2), 424B7 (2), POS EX (2), SC 13D/A (2), SCHEDULE 13D (2), SCHEDULE 13G/A (2), 10-KT (1), 25 (1), 8-K12B (1), ARS (1), DEFM14A (1), DEFR14A (1), DEL AM (1), NT 10-K (1), NT 10-Q (1), PREM14A (1), S-1MEF (1)

  • Latest filingsAnnual report (10-K) Mar 27, 2026
    Quarterly report (10-Q) Aug 3, 2026
    Proxy statement (DEF 14A) Apr 27, 2026
    Latest 8-K (8-K) Aug 3, 2026

Securities registered for trading

ClassSymbolExchange
Class A Common Stock, par value $0.0001 per shareABTCThe Nasdaq Stock Market LLC

From the cover page of the 10-K filed Mar 27, 2026 (Section 12(b) of the Exchange Act).22

Risk factors and legal proceedings

The risks American Bitcoin names in Item 1A of its 10-K filed Mar 27, 2026: 60 risks under these headings, as written.22

  • Risks Related to Bitcoin
  • We presently, and we expect to continue to be, highly concentrated in Bitcoin. Bitcoin is a highly volatile asset and fluctuations in the price of Bitcoin have in the past influenced, and are likely to continue to influence, our business, financial condition, and results of operations and the value of our securities.
  • If we fail to grow our hashrate, we may be unable to compete and our business, financial condition, and results of operations could suffer.
  • We may be unable to purchase Bitcoin miners at scale or face delays or difficulty in obtaining new Bitcoin miners at scale.
  • We may be subject to additional risks associated with holding Bitcoin for our own account and with pledging our Bitcoin.
  • Our operations, investment strategies, and profitability may be adversely affected by competition from other methods of investing in Bitcoin.
  • The further development and acceptance of the Bitcoin network and other digital assets is subject to a variety of factors that are difficult to evaluate. The slowing or stopping of the development or acceptance of Bitcoin and other digital asset systems may adversely affect our business, financial condition, and results of operations.
  • Our reliance on third-party mining pool service providers, including Foundry and Luxor, for our mining revenue payouts may have a negative impact on our business, financial condition, and results of operations.
  • From time to time, we may enter into certain hedging transactions to generate income and partially offset volatility in Bitcoin prices, which may expose us to risks associated with such transactions.
  • The Bitcoin reward for successfully uncovering a block will halve several times in the future and Bitcoin’s value may not adjust to compensate us for the reduction in the rewards we receive from our mining efforts.
  • The development and acceptance of competing blockchain platforms or technologies may cause consumers to use alternative distributed ledgers or other alternatives.
  • The characteristics of Bitcoin have been, and may in the future continue to be, exploited to facilitate illegal activity such as fraud, money laundering, tax evasion, and ransomware scams. Furthermore, the exchanges on which Bitcoin trades are relatively new and, in most cases, largely unregulated and may therefore be more exposed to fraud and failure than established, regulated exchanges for other assets. Such circumstances may result in a reduction in the price of Bitcoin and can adversely affect our business, financial condition, and results of operations.
The other 49 risks
  • It may be illegal now, or in the future, to acquire, own, hold, sell, or use Bitcoin or other digital assets, participate in blockchains, or utilize similar digital assets in one or more countries.
  • A failure to properly monitor and upgrade the Bitcoin network’s protocol could damage that network and an investment in our securities.
  • There is a possibility of Bitcoin mining algorithms transitioning to "proof of stake" validation, which could make us less competitive and adversely affect our business, financial condition, and results of operations.
  • If a malicious actor or botnet obtains control of a majority of the processing power active on any digital asset network, including the Bitcoin network, the blockchain may be manipulated in a manner that adversely affects us.
  • Forks in the Bitcoin network may occur in the future, which may affect the value of Bitcoin held by us.
  • Banks and financial institutions may not provide banking services or may cut off services to businesses that provide digital asset-related services or that accept digital assets as payment.
  • Risks Related to Our Business and Operations
  • Our operations are dependent upon maintaining a good relationship with Hut 8.
  • We expect to raise significant amounts of additional capital to execute our strategy. We may be unable to raise the additional capital needed to operate and grow our business.
  • Failure of critical systems related to our operations could have a material adverse effect on our business, financial condition, and results of operations.
  • We may not be able to compete effectively against our current and future competitors.
  • We are subject to risks associated with our need for significant electrical power.
  • Our business may be heavily impacted by political, social, economic, and other events and circumstances in the United States, Canada, or elsewhere.
  • We may be exposed to cybersecurity threats and breaches.
  • We may face the risk of Internet-related disruptions.
  • Our success depends on key personnel whose continued service is not guaranteed.
  • We are an early-stage company with limited operating history.
  • New offerings or lines of business may subject us to additional risks.
  • The pace of technological change continues to accelerate and our ability to react effectively to such change may present significant competitive risks.
  • If we do not accurately predict our facility requirements or if Hut 8 fails to successfully develop and operate facilities at which we may host our miners, it could have a material adverse effect on our business, financial condition and results of operations.
  • We have incurred, and expect to continue to incur, significant costs in connection with the Mergers.
  • We may acquire other businesses and/or assets or form strategic alliances or joint ventures that could negatively affect our operating results, dilute shareholder ownership, increase debt, or cause us to incur significant expenses.
  • We operate in the United States and Canada and engage with third parties outside of the United States, and we may further expand our operations internationally, which may expose us to risks associated with doing business internationally.
  • Risks Related to Certain Regulations and Laws, Including Tax Laws
  • Our operations are subject to various complex legal, regulatory, governmental, and technological uncertainties.
  • The application of the CEA and the regulations promulgated thereunder by the CFTC to our business is unclear and is subject to change in a manner that is difficult to predict.
  • If regulatory changes or interpretations require our registration as a "money services business" under the regulations promulgated by FinCEN under the authority of the Bank Secrecy Act or otherwise under state laws, we may incur significant compliance costs.
  • Regulatory changes reclassifying Bitcoin as a security could lead to our classification as an "investment company" under the Investment Company Act of 1940 and could adversely affect the market price of Bitcoin and the market price of our listed securities.
  • Our interactions with a blockchain may expose us to specially designated nationals or blocked persons and new legislation or regulation could adversely impact our business or the market for digital assets.
  • We may be subject to substantial environmental or energy regulation and may be adversely affected by legislative or regulatory changes.
  • We may be involved in legal proceedings from time to time, which could adversely affect us.
  • Changes in tax laws or unanticipated tax liabilities could adversely affect our effective income tax rate and profitability.
  • Developments regarding the treatment of Bitcoin for applicable U.S. and Canadian federal, state, provincial, local, and other tax purposes could adversely impact our business.
  • Intellectual property rights claims may adversely affect the operation of some or all digital asset networks.
  • We may not protect our intellectual property rights and other proprietary rights effectively.
  • Our intellectual property may infringe claims of third-party intellectual property rights or other proprietary rights, which could adversely affect our business and profitability.
  • Risks Related to Ownership of Our Class A Common Stock
  • The market price of our Class A common stock may be volatile or may decline regardless of our operating performance.
  • Our multi-class capital structure concentrates voting control with Hut 8 and certain of our other principal shareholders, who have the ability to control the direction of our business and significantly influence all matters submitted to our stockholders for approval.
  • Our multi-class capital structure may adversely affect the trading market for our Class A common stock.
  • Hut 8’s interests may conflict with our interests and the interests of our other stockholders.
  • We rely on exemptions from certain Nasdaq corporate governance requirements for controlled companies.
  • Future sales and issuances of our Class A common stock or rights to purchase Class A common stock, including pursuant to the 2025 Plan, could result in dilution and could cause the market price of our Class A common stock to fall.
  • Sales of a substantial number of shares of Class A common stock or other securities by our stockholders could cause our Class A common stock price to fall.
  • If equity research analysts do not publish research or reports or publish unfavorable research or reports about us, our business, market, stock price, and trading volume could decline.
  • We incur, and will continue to incur, increased costs as a result of operating as a public company and our management team is required to devote substantial time to compliance initiatives.
  • The historical financial information of Historical ABTC presented herein may not be representative of its results or financial condition if Historical ABTC had been operated as a standalone public company and as a result may not be representative of our results or financial condition.
  • Our Charter includes a forum selection clause, which limits our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or other employees.
  • Anti-takeover provisions in our Charter and Bylaws, as well as provisions of Delaware law, could delay or prevent a change of control.
  • We do not expect to pay dividends on our Class A common stock and, consequently, your ability to achieve a return on your investment will depend on appreciation, if any, in the price of our Class A common stock.
  • Key members of our management team have limited experience managing a public company.
  • Our management will have broad discretion in the use of our cash and cash equivalents and may invest or spend these funds in ways with which you do not agree and in ways that may not increase the value of your investment.

Legal proceedings

For a description of material legal proceedings in which we are involved, see Note 15. Commitments and contingencies to our combined financial statements included elsewhere in this Annual Report, which is incorporated herein by reference.

We are not presently a party to any other legal or regulatory proceedings that in the opinion of our management, if determined adversely to us, would individually or taken together have a material adverse effect on our business, financial condition, or results of operations. However, we are subject to regulatory oversight by numerous federal, state, provincial, local, and other regulators and we are, and we may become, subject to various legal proceedings, inquiries, investigations, and demand letters that arise in the course of our business.

See "Risk Factors—Risks Related to Certain Regulations and Laws, Including Tax Laws—We may be involved in legal proceedings from time to time, which could adversely affect us."

The opening of Item 3, Legal Proceedings.22

Sources

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