American Bitcoin Corp-A 2026年季度报告

(Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the quarterly period ended June 30, 2026OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the transition period from _____________ to _____________ Commission file number 001-39096American Bitcoin Corp. (Exact name of registrant as specified in its charter) Securities registered pursuant to Section 12(b) of the Act: 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 Actof 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 tosuch 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 Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required tosubmit 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 "emerginggrowth company" in Rule 12b‑2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying withany 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 July 30, 2026, the registrant had 24,004,726 shares of Class A common stock, 48,814,987 shares of Class B common stock, and no shares ofClass C common stock outstanding. Table of Contents Table of Contents Introductory NoteCautionary Statement Regarding Forward-Looking Statements PART I – FINANCIAL INFORMATIONItem 1. Financial StatementsItem 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and Procedures PART II – OTHER INFORMATION39Item 1. Legal Proceedings39Item 1A. Risk Factors39Item 2. Unregistered Sales of Equity Securities and Use of Proceeds39Item 3. Defaults Upon Senior Securities39Item 4. Mine Safety Disclosures39Item 5. Other Information39Item 6. Exhibits40 Signatures41 Introductory Note References to the "Company," "ABTC," "American Bitcoin," "we," "us," "our," and similar terms used throughout this QuarterlyReport on Form 10-Q (this "Quarterly Report") refer to: (i)the "ASIC Compute" sub-segment of Hut 8 Corp.’s "Compute" segment prior to the effectiveness of the Transactions (asdefined below) on March 31, 2025;(ii) American Bitcoin Corp. (formerly known as American Data Centers Inc.) following the effectiveness of the Transactionson 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 onSeptember 3, 2025. On March 31, 2025, Hut 8 Corp. ("Hut 8"), American Data Centers Inc. ("ADC"), and the stockholders of ADC entered into aContribution 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 combinedvoting 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, 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 been prepared for us. Our UnauditedCondensed Consolidated and Combined Financial Statements, representing the historical assets, liabilities, operations, and cashflows directly attributable to us prior to the effectiveness of the Transactions have been prepared on a carveout basis through theuse of a management approach from Hut 8’s Consolidated Financial Statements and accounting records and are presented on astandalone basis as if our operations had been conducted independently from Hut 8. On May 9, 2025, Gryphon Digital Mining, Inc. (along with its consolidated subsidiaries, "Gryphon"), GDM Merger Sub I Inc., aDelaware corporation and wholly owned direct subsidiary of Gryphon ("Merger Sub Inc."), GDM Merger Sub II LLC, a Delawarelimited liability company and wholly owned direct subsidi