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Related Party Transactions
 9 Months Ended
Sep. 30, 2025
Related Party Transactions [Abstract]  
Related Party Transactions

Note 12. Related party transactions

 

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 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 Allocations from Parent

 

Prior to the effectiveness of the Transactions on March 31, 2025, Parent provided significant support functions to the Company, 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 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.

 

Master Colocation Services Agreement

 

On March 31, 2025, in connection with the Transactions, the Company entered into a Master Colocation Services Agreement with Parent (the "MCSA"). Under the MCSA and its service orders, Parent provides the Company with colocation and hosting services at Parent-owned or leased facilities for the Company’s Bitcoin miners, on specific terms set forth in service orders to the MCSA.

 

Under the terms of 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 Management Services Agreement

 

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.

 

Under 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.

 

Shared Services Agreement

 

On March 31, 2025, in connection with the Transactions, the Company entered into a Services Agreement with Parent (the “Shared Services Agreement”), pursuant to which Parent 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 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.

 

Put Option Agreement

 

On March 31, 2025, in connection with the Transactions, the Company entered into the Put Option Agreement with Parent (the "Put Option Agreement"), pursuant to which Parent had the right to sell to the Company any ASIC Bitcoin miners purchased by Parent under an agreement between Bitmain and Parent. Parent's agreement with Bitmain, in turn, provided for Parent's right to purchase from Bitmain up to approximately 17,280 Bitmain U3S21EXPH Bitcoin Miners for a maximum aggregate purchase price of approximately $319.5 million, not including any applicable tariffs, duties or similar charges.

 

Under the terms of the Put Option Agreement, Parent had the right to cause the Company, at any time and from time to time ending on the 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, to purchase all or any amount of the Bitcoin Miners, at the same per-unit price as was paid to Bitmain and without any additional markup, premium or administrative charge thereon, 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.

 

On August 5, 2025, pursuant to the Put Option Agreement, Parent assigned its option to purchase the Bitmain Miners to the Company. The Company exercised the option 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.