HUT on Nasdaq

Hut 8

Logo: hut8.com4

Cryptocurrency mining company based in Miami1

In its 2026 annual report the company says: “Hut 8 is an energy infrastructure platform that integrates power, digital infrastructure, and compute at scale to fuel next-generation, energy-intensive use cases. Today, our core focus is on commercializing this platform primarily through the development and operation of data centers at scale, supporting AI, high-performance computing, ASIC compute, and other energy-intensive technology applications.”8

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Last updated Oct 21, 2026.

Overview

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  • TickerHUT on Nasdaq1
  • IndustryFinance Services1
  • HeadquartersMiami1
  • Websitewww.hut8.com
  • Incorporated inDE5
  • Business address777 Brickell Avenue, Suite 200, Miami, Fl5
  • Filer categoryLarge accelerated filer5
  • Legal formCorporation3
  • LEI98450066FEF9C1D3FC203
  • StatusActive3
  • LEI statusIssued and current3
  • Registered addressC/O CORPORATION SERVICE COMPANY, 19808 Wilmington, United States3
  • Registered withDivision of Corporations, Department of State, 72615803

Hut 8 is an energy infrastructure platform that integrates power, digital infrastructure, and compute at scale to fuel next-generation, energy-intensive use cases. We take a power-first, innovation-driven approach to developing, commercializing, and operating the critical infrastructure that underpins the breakthrough technologies of today and tomorrow.8 From its latest annual report

Financials

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

Key numbers, fiscal 2025

-136.9%Operating margin9
-96.2%Net margin9
44.8%Revenue growth, 20259
-15.9%Return on equity9

What sells

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

Products and services

High Performance Computing, Colocation And Cloud brought in 86% of the revenue Hut 8 broke down this way in fiscal 2025.

  1. High Performance Computing, Colocation And Cloud$202.3M986%up 151% from 2024
  2. Power$23.2M910%down 59% from 2024
  3. Digital Infrastructure$9.6M94%down 45% from 2024
Products and services by year
Products and services20242025
High Performance Computing, Colocation And Cloud$80.7M$202.3M
Power$56.6M$23.2M
Digital Infrastructure$17.5M$9.6M

Business segments

High Performance Computing, Colocation And Cloud brought in 61% of the revenue Hut 8 broke down this way in fiscal 2025.

  1. High Performance Computing, Colocation And Cloud$202.4M961%up 151% from 2024
  2. Digital Infrastructure$86.2M926%up 238% from 2024
  3. Power$41.9M913%down 26% from 2024
Business segments by year
Business segments20242025
High Performance Computing, Colocation And Cloud$80.7M$202.4M
Digital Infrastructure$25.5M$86.2M
Power$56.6M$41.9M

Regions

United States brought in 86% of the revenue Hut 8 broke down this way in fiscal 2025.

  1. United States$202.6M986%up 83% from 2024
  2. Canada$32.5M914%down 37% from 2024
Regions by year
Regions20242025
United States$111.0M$202.6M
Canada$51.4M$32.5M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue46¢$107.8M
  • Other costs32¢$75.5M
  • Income tax22¢$51.8M

Out of $235.1M in revenue.9 The company lost money this year.

Financial statements

Revenue109$235.1M in 2025+219% since 2022
0$100.0M$200.0M$300.0M2022: $73.7M$73.7M20222023: $96.0M$96.0M2023+30%2024: $162.4M$162.4M2024+69%2025: $235.1M$235.1M2025+45%
Operating income109-$322.0M in 2025+1525% since 2022
-$400.0M-$200.0M0$200.0M$400.0M$600.0M2022: -$19.8M-$19.8M20222023: $9.4M$9.4M20232024: $460.5M$460.5M2024+4801%2025: -$322.0M-$322.0M2025
Net income109-$226.1M in 2025+611% since 2022
-$400.0M-$200.0M0$200.0M$400.0M2022: -$31.8M-$31.8M20222023: $21.9M$21.9M20232024: $331.9M$331.9M2024+1419%2025: -$226.1M-$226.1M2025

Every line of the income statement as filed: the last 2 fiscal years, latest first.9

Period ending2025-12-312024-12-31
Total revenue$235.1M$162.4M
Total cost of revenue$107.8M$86.7M
Depreciation and amortization$101.9M$47.8M
General and administrative expenses$122.8M$72.9M
Losses (gains) on digital assets$220.0M-$509.3M
Loss (gain) on sale of property and equipment$4.6M-$634.0K
Impairment - other$4.5M
Total operating expenses (income)$449.3M-$384.8M
Operating (loss) income-$322.0M$460.5M
Foreign exchange gain (loss)$3.4M-$5.0M
Interest expense-$30.1M-$29.8M
Asset contribution costs-$22.8M
Gain on debt extinguishment$6.0M
Gain on derivatives$61.5M$6.8M
Gain on other financial liability$956.0K
Gain on warrant liability$384.0K
Gain on bargain purchase$3.1M
Equity in earnings of unconsolidated joint venture$8.7M$10.4M
Total other income (expense)$22.2M-$8.6M
(Loss) income from continuing operations before taxes-$299.8M$451.9M
Income tax benefit (provision)$51.8M-$113.5M
Net (loss) income from continuing operations-$248.0M$338.5M
(Loss) gain from discontinued operations (net of income tax benefit of nil, $2.3 million, and nil, respectively)-$7.0M
Net (loss) income-$248.0M$331.4M
Less: Net loss attributable to non-controlling interests$21.8M$473.0K
Net (loss) income attributable to Hut 8 Corp.-$226.1M$331.9M
Basic from continuing operations attributable to Hut 8 Corp. (in dollars per share)-$2.14$3.71
Diluted from continuing operations attributable to Hut 8 Corp. (in dollars per share)-$2.14$3.40
Basic (in shares)105.3M shares91.3M shares
Diluted (in shares)105.3M shares101.0M shares
Foreign currency translation adjustments$35.2M-$56.4M
Total comprehensive (loss) income-$212.8M$275.0M
Less: Comprehensive loss attributable to non-controlling interest$21.8M$549.0K
Comprehensive (loss) income attributable to Hut 8 Corp.-$191.0M$275.6M
Income tax benefit$0$2.3M

Compare Hut 8 with another company

Corporate structure

Hut 8 sits at the top of its group. 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 Hut 8

  • 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; stakes of 5% or more it reported on Schedules 13D and 13G (1 companies). Each entity in the chart links to its source.

What it owns

What Hut 8 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
Finance-lease assets$19.8M9 Dec 31, 2024$1.3M10 Dec 31, 2023+1427.8%
Operating-lease assets (leased space)$18.5M9 Dec 31, 2025$20.6M9 Dec 31, 2024−10.2%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$44.9M9 Dec 31, 2025$85.0M9 Dec 31, 2024−47.2%
Stakes in other companies (equity method)$45.2M9 Dec 31, 2025$82.0M9 Dec 31, 2024−44.9%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$210.1M9 Dec 31, 2025$53.1M9 Dec 31, 2024+295.8%
Intangible assets, net (excluding goodwill)$11.1M9 Dec 31, 2025$13.3M9 Dec 31, 2024−16.1%
Indefinite-lived intangibles (excluding goodwill)$1.0M9 Dec 31, 2025
Finite-lived intangibles, gross$18.2M9 Dec 31, 2025$18.2M9 Dec 31, 20240%
Accumulated amortization-$7.9M9 Dec 31, 2025-$4.4M9 Dec 31, 2024−79.7%
Finite-lived intangibles, net$10.1M9 Dec 31, 2025$13.3M9 Dec 31, 2024−23.7%

Properties, in its own words

We lease our corporate offices in Miami, Florida and Toronto, Ontario and maintain various leases for our data centers across Canada and the United States related to our Compute and Digital Infrastructure business segments. We own the 1.9 acres of land on which the Salt Creek substation sits and the 20 acres of land on which our Medicine Hat site sits. We also own 627 acres of land in West Feliciana Parish, Louisiana, 524 acres of land in Nueces County, Texas, and 7.2 acres of land in Batavia, Illinois.

We believe our existing facilities are sufficient for our current needs. However, as part of our growth strategy, we continually evaluate opportunities to expand our development pipeline, including our portfolio of powered land. In the future, we may reassess our existing facilities or add new facilities as we further expand our operations. We believe suitable space will be available on commercially reasonable terms to meet our future needs.

Item 2 of the 10-K filed Feb 25, 2026.8

Leadership

Who has led Hut 8, and when. Pick a name to see everywhere that person has worked.

Board members and other officers (14)

Subsidiaries and ownership

Also consolidated

Subsidiaries (Exhibit 21)

  • AMERICAN BITCOIN CORP. Delaware6
  • AMERICAN BITCOIN HOLDINGS LLC Delaware6
  • AMERICAN BITCOIN OPERATING LLC Delaware6
  • HUT 8 INFRASTRUCTURE LLC Delaware6
  • HUT 8 MINING CORP. Canada6
  • U.S. DATA MINING GROUP, INC. Nevada6

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.

Timeline

  1. Sep 28, 20268-K Entered a material agreement; New debt or obligation; Regulation FD disclosure30
  2. Aug 4, 20268-K Results of operations31
  3. Jul 20, 20268-K Other events32
  4. Jun 12, 20268-K Shareholder vote33
  5. Jun 10, 20268-K Entered a material agreement; New debt or obligation34
  6. Jun 5, 20268-K Other events35
  7. Jun 4, 20268-K Regulation FD disclosure36
  8. May 6, 20268-K Results of operations37
  9. May 1, 20268-K Entered a material agreement; New debt or obligation38
  10. Apr 28, 20268-K Other events39
  11. Apr 27, 20268-K Regulation FD disclosure40
  12. Feb 25, 20268-K Results of operations41
  13. Mar 28, 2024New chief executive Asher Genoot becomes CEO13
  14. Dec 6, 2023New chief executive Jaime Leverton becomes CEO14
  15. Jan 27, 2023Founded Hut 8 is founded3

Calendar

Coming up

  1. Nov 4, 2026 · Before the openReports results for the quarter ending Sep/2026 A year earlier it reported ($0.07) a share, on Nov 4, 2025.42

When it reported results

  1. Aug 4, 2026Reported quarterly or annual results31
  2. May 6, 2026Reported quarterly or annual results37
  3. Feb 25, 2026Reported quarterly or annual results41
  4. Nov 4, 2025Reported quarterly or annual results43
  5. Aug 7, 2025Reported quarterly or annual results44
  6. May 8, 2025Reported quarterly or annual results45
  7. Mar 3, 2025Reported quarterly or annual results46
  8. Nov 13, 2024Reported quarterly or annual results47

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

Filings

258 filings to the SEC since October 2021: 3 annual reports, 9 quarterly reports, 42 major events, 95 insider forms, 14 large holders, 95 other. The latest 20:

  1. Sep 30, 20264 OWNERSHIP DOCUMENT EDGAR
  2. Sep 30, 2026SCHEDULE 13D/A EDGAR
  3. Sep 29, 2026144 EDGAR
  4. Sep 28, 20264 PRIMARY DOCUMENT EDGAR
  5. Sep 28, 20268-K EDGAR
  6. Sep 24, 2026144 EDGAR
  7. Aug 25, 20264 PRIMARY DOCUMENT EDGAR
  8. Aug 24, 2026144 EDGAR
  9. Aug 4, 20268-K EDGAR
  10. Aug 4, 202610-Q EDGAR
  11. Jul 31, 2026SCHEDULE 13G EDGAR
  12. Jul 20, 20268-K EDGAR
  13. Jun 18, 20264 PRIMARY DOCUMENT EDGAR
  14. Jun 17, 2026144 EDGAR
  15. Jun 15, 20264 PRIMARY DOCUMENT EDGAR
  16. Jun 15, 20264 PRIMARY DOCUMENT EDGAR
  17. Jun 15, 20264 PRIMARY DOCUMENT EDGAR
  18. Jun 15, 20264 PRIMARY DOCUMENT EDGAR
  19. Jun 15, 20264 PRIMARY DOCUMENT EDGAR
  20. Jun 15, 20264 PRIMARY DOCUMENT EDGAR

The 258 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

23 open-market trades by officers, directors and large owners since October 2021: 0 buys and 23 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 24, 2026SHATTUCK MAYO A IIIDirectorSale20,000$100.00$2.0MForm 4
Aug 24, 2026Glennan Sean JosephChief Financial OfficerSale6,445$78.76$507.6KForm 4
Jun 17, 2026Semah VictorChief Legal OfficerSale10,000$125.00$1.2MForm 4
Jun 12, 2026Flinn JosephDirectorSale7,719$117.91$910.2KForm 4
Jun 11, 2026Flinn JosephDirectorSale30,500$116.21$3.5MForm 4
May 21, 2026Wilkinson Amy MarieDirectorSale20,000$100.78$2.0MForm 4
May 13, 2026Rickertsen RickDirectorSale17,491$110.00$1.9MForm 4
May 11, 2026Rickertsen RickDirectorSale16,496$105.00$1.7MForm 4
May 4, 2026Semah VictorChief Legal OfficerSale10,518$76.83$808.1KForm 4
Mar 10, 2026Glennan Sean JosephChief Financial OfficerSale4,625$49.05$226.9KForm 4
Mar 10, 2026Semah VictorChief Legal OfficerSale5,498$49.05$269.7KForm 4
Aug 28, 2025Flinn JosephDirectorSale8,500$26.55$225.7KForm 4
Aug 27, 2025Flinn JosephDirectorSale1,500$26.63$39.9KForm 4
Aug 25, 2025Glennan Sean JosephChief Financial OfficerSale6,060$22.09$133.9KForm 4
Jun 23, 2025Flinn JosephDirectorSale11,069$15.77$174.6KForm 4
May 5, 2025Semah VictorChief Legal OfficerSale11,363$12.95$147.2KForm 4
Aug 16, 2024Flinn JosephDirectorSale7,618$11.74$89.4KForm 4
Aug 2, 2024Visram ShenifChief Financial OfficerSale20,239$13.38$270.8KForm 4
May 9, 2024Visram ShenifChief Financial OfficerSale17,905$8.15$145.9KForm 4
Jan 12, 2024Leverton JaimeChief Executive OfficerSale35,761$10.10$361.2KForm 4

All 23 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.

Stakes it holds

Hut 8 has told the SEC it owns more than 5% of 1 company, latest first (Schedules 13D and 13G).

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Coatue Management LLC9,715,476$1.1B2.3%New
BlackRock, Inc.9,470,255$1.1B0.0%+844,995
Vanguard Portfolio Management LLC6,231,538$719.4M0.0%+1,406,966
Lone Pine Capital LLC5,773,045$666.5M4.1%−305,906
Vanguard Capital Management LLC4,554,558$525.8M0.0%+112,481
Morgan Stanley3,320,981$383.4M0.0%+2,266,057
Geode Capital Management, LLC2,755,313$352.7M0.0%−170,167
State Street Corp2,592,537$299.3M0.0%+49,538
D. E. Shaw & Co., Inc.1,912,131$220.7M0.1%−1,090,055
Ameriprise Financial Inc1,805,197$208.4M0.0%−1,106,194
Hood River Capital Management LLC1,651,895$190.7M1.4%−191,687
Jpmorgan Chase & Co1,558,892$184.9M0.0%−345,953
Value Aligned Research Advisors, LLC1,440,342$166.3M1.0%−1,442,224
Third Point LLC1,315,000$151.8M3.3%+445,437
Goldman Sachs Group Inc1,264,042$145.9M0.0%−41,443
Avala Global LP1,252,562$144.6M5.3%+893,662
Jane Street Group, LLC1,201,989$138.8M0.1%+813,330
Nearwater Capital Markets, Ltd1,161,500$134.1M2.3%New
Citadel Advisors LLC1,018,724$117.6M0.1%+548,318
SRS Investment Management, LLC1,000,000$115.4M1.1%−2,084,905
Charles Schwab Investment Management Inc966,573$111.6M0.0%−28,711
Summit Partners Public Asset Management, LLC958,500$110.7M2.9%New
Northern Trust Corp888,329$102.6M0.0%+98,905
Wellington Management Group Llp848,448$97.9M0.0%+360,141
Newbrook Capital Advisors LP810,525$93.6M12.6%−275,726

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

SEC filer profile

How Hut 8 is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARHut 8 Corp.2
  • CIK0001964789
  • Employer ID (EIN)92-20568038
  • Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company8
  • Incorporated inDelaware8
  • 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
  • Phone305-224-64272
  • Shares outstanding123,259,468 as of Jul 31, 202612
  • Public float$1.7B as of Dec 31, 20258
  • AuditorKPMG LLP, New York, New York PCAOB ID 185; it also attests to the company’s internal control over financial reporting8
  • On EDGAR sinceFeb 7, 20232
  • Filings260 in all: 4 (78), 8-K (42), 144 (24), 425 (20), 3 (17), CORRESP (12), 10-Q (9), S-4/A (7)2
    All 32 form types

    UPLOAD (7), S-8 (5), SCHEDULE 13G (4), 424B5 (3), ARS (3), DEF 14A (3), DEFA14A (3), SC 13G (3), SCHEDULE 13G/A (3), 10-K (2), SC 13G/A (2), 10-KT (1), 144/A (1), 4/A (1), 424B3 (1), 8-A12B (1), CERT (1), EFFECT (1), FWP (1), S-3ASR (1), S-4 (1), SC 13D (1), SCHEDULE 13D (1), SCHEDULE 13D/A (1)

  • Latest filingsAnnual report (10-K) Feb 25, 2026
    Quarterly report (10-Q) Aug 4, 2026
    Proxy statement (DEF 14A) Apr 28, 2026
    Latest 8-K (8-K) Sep 28, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, par value $0.01 per shareHUT

From the cover page of the 10-K filed Feb 25, 2026 (Section 12(b) of the Exchange Act).8

Risk factors and legal proceedings

The risks Hut 8 names in Item 1A of its 10-K filed Feb 25, 2026: 59 risks under these headings, as written.8

  • Risks Related to Our Growth
  • Our construction of new data centers, data center expansions, or data center redevelopment could involve significant risks to our business.
  • We may experience liquidity constraints and may need to raise additional capital. We may be unable to raise the additional capital needed to operate and grow our business.
  • If we do not accurately predict our facility requirements, it could have a material adverse effect on our business, financial condition, and results of operations.
  • We face risks associated with the King Mountain JV and American Bitcoin, and may face similar risks in the future by entering into other joint ventures or launching or spinning out other consolidated businesses.
  • 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.
  • New offerings or lines of business may subject us to additional risks.
  • Risks Related to Our Business and Operations
  • Failure of critical systems related to our offerings and/or infrastructure could have a material adverse effect on our business, financial condition, and results of operations.
  • We are subject to risks associated with our need for significant electrical power.
  • We may not be able to attract, retain, or expand relationships with customers across our platform.
  • Our operations and growth may be adversely affected by geographic concentration and market-specific conditions.
The other 49 risks
  • We may not be able to compete effectively against our current and future competitors.
  • Some of our infrastructure is located on leased premises and the termination or higher renewal rate of our leases could materially adversely affect our business, financial condition, and results of operations.
  • We are required to obtain, maintain, and comply with the terms and conditions of government permits and approvals.
  • We are subject to many hazards and operational risks that can disrupt our business, some of which may not be insured or fully covered by insurance.
  • We may be exposed to cybersecurity threats and breaches.
  • We may face the risk of Internet-related disruptions.
  • Our business may be heavily impacted by political, social, economic, and other events and circumstances in the United States, Canada, or elsewhere.
  • We operate in the United States and Canada and may further expand our operations internationally, which may expose us to risks associated with doing business internationally.
  • Our success depends on key personnel whose continued service is not guaranteed.
  • The pace of technological change continues to accelerate, and our inability to adapt to rapidly evolving technologies and price dynamics could adversely affect our competitiveness and results of operations.
  • We are a growth-stage company with an evolving business model and strategy.
  • We face risks associated with our current indebtedness, and our failure to service debt or remain in compliance with certain covenants may have a material adverse effect on our business, financial condition, and results of operations.
  • Risks Related to Bitcoin, Including ASIC Compute
  • We and our consolidated subsidiary, American Bitcoin, are 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 market price of our common stock.
  • We may be subject to additional risks associated with holding Bitcoin for our and American Bitcoin’s account.
  • We may be subject to risks associated with holding World Liberty Financial, Inc. tokens.
  • From time to time, we have entered, and we and American Bitcoin may continue to enter, into certain hedging transactions to generate income and partially offset volatility in Bitcoin prices, which may expose us and American Bitcoin to risks associated with such transactions.
  • If our consolidated subsidiary, American Bitcoin, fails to grow its hashrate, it may be unable to compete, and our and American Bitcoin’s business, financial condition, and results of operations could suffer.
  • Our consolidated subsidiary, American Bitcoin, may be unable to purchase miners at scale or face delays or difficulty in obtaining new miners at scale.
  • Our and American Bitcoin’s reliance on third-party mining pool service providers, including Foundry and Luxor, for our mining revenue payouts may have a negative impact on our and American Bitcoin’s business, financial condition, and results of operations.
  • The further development and acceptance of the Bitcoin network and other digital assets is subject to a variety of factors that are difficult to evaluate. The slowing or stopping of the development or acceptance of Bitcoin and other digital asset systems may adversely affect our and American Bitcoin’s business, financial condition, and results of operations.
  • The Bitcoin reward for successfully uncovering a block will halve several times in the future and Bitcoin’s value may not adjust to compensate us or American Bitcoin for the reduction in the rewards we or American Bitcoin receive from our mining efforts, mainly through American Bitcoin.
  • The development and acceptance of competing blockchain platforms or technologies may cause consumers to use alternative distributed ledgers or other alternatives.
  • Our and American Bitcoin’s operations, investment strategies, and profitability may be adversely affected by competition from other methods of investing in Bitcoin.
  • 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 and American Bitcoin’s business, financial condition, and results of operations.
  • 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 and American Bitcoin’s securities.
  • There is a possibility of Bitcoin mining algorithms transitioning to “proof of stake” validation, which could make us and American Bitcoin less competitive and adversely affect our and American Bitcoin’s business, financial condition, and results of operations.
  • If a malicious actor or botnet obtains control of a majority of the processing power active on any digital asset network, including the Bitcoin network, the blockchain may be manipulated in a manner that adversely affects us and American Bitcoin.
  • Forks in the Bitcoin network may occur in the future, which may affect the value of Bitcoin held by us and American Bitcoin.
  • Intellectual property rights claims may adversely affect the operation of some or all digital asset networks.
  • Risks Related to Certain Regulations and Laws, Including Tax Laws
  • Our operations are subject to various complex legal, regulatory, governmental, and technological uncertainties.
  • We may be subject to substantial environmental or energy regulation and may be adversely affected by legislative or regulatory changes.
  • Our interactions with a blockchain may expose us to specially designated nationals (“SDN”) or blocked persons and new legislation or regulation could adversely impact our business or the market for digital assets.
  • The application of the U.S. Commodities Exchange Act of 1936, as amended (the “CEA”) and the regulations promulgated thereunder 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 or American Bitcoin’s registration as a “money services business” under the regulations promulgated by FinCEN under the authority of the U.S. Bank Secrecy Act (the “BSA”), or otherwise under state laws, we and American Bitcoin may incur significant compliance costs.
  • Regulatory changes reclassifying Bitcoin as a security could lead to our or certain of our subsidiaries’ classification as an “investment company” under the Investment Company Act of 1940 (the “1940 Act”) and could adversely affect the market price of Bitcoin and the market price of our listed securities.
  • We are involved in legal proceedings from time to time, which could adversely affect us.
  • Prior to the closing of the Business Combination, USBTC had completed a rescission offer of privately issued securities (the “Rescission Offer”).
  • We, through USBTC, are subject to orders in three states, Massachusetts, Maryland, and Virginia, and our failure to comply with federal and state securities laws and regulations in connection with the Rescission Offer could subject us to additional enforcement actions, monetary fines and penalties, disqualifications under federal securities laws, and impair our ability to raise capital in the future.
  • 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.
  • We may not protect our intellectual property rights and other proprietary rights effectively, which would allow competitors to duplicate our offerings.
  • Our products, services, or technology 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 Common Stock
  • The market price of our common stock may be volatile and subject to wide fluctuations in response to numerous factors, many of which are beyond our control.
  • Future issuances of our capital stock or rights to purchase capital stock could result in dilution to our stockholders and could cause our stock price to decline.
  • We do not intend to pay dividends on our common stock for the foreseeable future.
  • We may issue shares of preferred stock in the future, which could make it difficult for another company to acquire us or could otherwise adversely affect holders of our common stock, which could depress the price of our common stock.
  • Anti-takeover provisions in our governing documents and under Delaware law could make an acquisition of our company more difficult, limit attempts by our stockholders to replace or remove our current management and directors and depress the market price of our common stock.
  • Our Certificate of Incorporation and our Bylaws include a forum selection clause, which could limit stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or other employees.

Legal proceedings

For a description of material legal proceedings in which we are involved, see Note 24. Commitments and contingencies to our consolidated 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 are involved in legal proceedings from time to time, which could adversely affect us.”

The opening of Item 3, Legal Proceedings.8

Sources

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