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v3.26.1

Description of Business, the Transactions and Basis of Presentation | 6 Months Ended
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Jun. 30, 2026
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
Description of Business, the Transactions and Basis of Presentation | Note 1. Description of business, the transactions, and basis of presentation Nature of operations and corporate information American Bitcoin Corp. is a pure-play Bitcoin accumulation platform that integrates scaled Bitcoin mining operations with disciplined accumulation strategies. Its business is (i) the operation of application-specific integrated circuit ("ASIC") miners for the purpose of mining Bitcoin and (ii) the strategic accumulation of a Bitcoin reserve. References to the "Company" herein refer to: (i) the "ASIC compute" sub-segment of Hut 8 Corp.’s "Compute" segment prior to the effectiveness of the Transactions (as defined below) on March 31, 2025; (ii) American Bitcoin Corp. (formerly known as American Data Centers Inc.) following the effectiveness of the Transactions on 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 on September 3, 2025. The Transactions Transaction with American Data Centers Inc. On March 31, 2025, Hut 8 Corp. ("Hut 8"), American Data Centers Inc. ("ADC"), and the stockholders of ADC entered into a Contribution and Stock Purchase Agreement (the "Agreement"), pursuant to which Hut 8 contributed to ADC substantially all of Hut 8’s wholly-owned ASIC miners, representing the business of the Company, in exchange for newly issued Class B Common Stock of ADC, representing 80% of the total and combined voting power and 80% of the issued and outstanding equity interests of ADC after giving effect to the issuance (the "Transactions"). Prior to the effectiveness of the Transactions, the Company did not operate as a standalone company and instead operated as the "ASIC compute" sub-segment of Hut 8’s "Compute" segment. In connection with the Transactions, ADC was renamed American Bitcoin Corp. ("Historical ABTC") and became a majority-owned subsidiary of Hut 8. The Transactions did not meet the business combination criteria under FASB ASC Topic 805,Business Combinations. The net book value of the assets contributed by Hut 8, representing the business of the Company, was $126.4 million consisting of $121.1 million contributed in March 2025 and $5.3 million contributed in April 2025. Hut 8 incurred $1.5 million in transaction costs related to the Transactions. In connection with the Transactions, Hut 8 and the Company entered into a Master Services Agreement and a Master Colocation Services Agreement providing for Hut 8 and its personnel to perform day-to-day commercial and operational management services and ASIC colocation services to the Company, respectively, in each case on an exclusive basis for so long as such agreements remain in effect. Hut 8 and the Company also entered into a Shared Services Agreement, pursuant to which Hut 8 and its personnel would provide back-office support services to the Company. The following table presents a reconciliation of the Unaudited Condensed Consolidated and Combined Balance Sheets of the Company as of March 31, 2025, prior to the effectiveness of the Transactions, and the Unaudited Condensed Consolidated and Combined Balance Sheets of the Company as of March 31, 2025, following the effectiveness of the Transactions:
|  | Combined Balance Sheet as of |  |  | Adjustments Post |  |  | Balance Sheet as of |
|  | March 31, 2025 |  |  | Carveout |  |  | March 31, 2025 |
Assets |  |  |  |  |  |  |  |  |
Current assets |  |  |  |  |  |  |  |  |
Deposits and prepaid expenses |  | $ | 36,920 |  |  | $ | (36,920 | ) |  | $ | — |
Derivative assets |  |  | 21,397 |  |  |  | (21,397 | ) |  |  | — |
Digital assets – pledged for miner purchase |  |  | 79,893 |  |  |  | (79,893 | ) |  |  | — |
Total current assets |  |  | 138,210 |  |  |  | (138,210 | ) |  |  | — |
Non-current assets |  |  |  |  |  |  |  |  |
Digital assets – held in custody |  |  | 597,743 |  |  |  | (597,743 | ) |  |  | — |
Digital assets – pledged as collateral |  |  | 169,608 |  |  |  | (169,608 | ) |  |  | — |
Property and equipment, net |  |  | 123,079 |  |  |  | (1,967 | ) |  |  | 121,112 |
Goodwill |  |  | 53,169 |  |  |  | (53,169 | ) |  |  | — |
Total non-current assets |  |  | 943,599 |  |  |  | (822,487 | ) |  |  | 121,112 |
Total assets |  | $ | 1,081,809 |  |  | $ | (960,697 | ) |  | $ | 121,112 |
Liabilities and equity |  |  |  |  |  |  |  |  |
Current liabilities |  |  |  |  |  |  |  |  |
Accounts payable and accrued expenses |  | $ | 108,235 |  |  | $ | (108,235 | ) |  | $ | — |
Derivative liability |  |  | 896 |  |  |  | (896 | ) |  |  | — |
Income tax payable |  |  | 19 |  |  |  | (19 | ) |  |  | — |
Total current liabilities |  |  | 109,150 |  |  |  | (109,150 | ) |  |  | — |
Non-current liabilities |  |  |  |  |  |  |  |  |
Deferred tax liability |  |  | 21,103 |  |  |  | (15,748 | ) |  |  | 5,355 |
Total liabilities |  |  | 130,253 |  |  |  | (124,898 | ) |  |  | 5,355 |
Stockholders’ equity |  |  |  |  |  |  |  |  |
Net Hut 8 investment |  |  | 995,436 |  |  |  | (995,436 | ) |  |  | — |
Common stock |  |  | — |  |  |  | 5 |  |  |  | 5 |
Additional paid-in capital(1) |  |  | — |  |  |  | 115,752 |  |  |  | 115,752 |
Accumulated other comprehensive income |  |  | (43,880 | ) |  |  | 43,880 |  |  |  | — |
Total stockholders’ equity |  |  | 951,556 |  |  |  | (835,799 | ) |  |  | 115,757 |
Total liabilities and stockholders’ equity |  | $ | 1,081,809 |  |  | $ | (960,697 | ) |  | $ | 121,112 |
(1)The reclassification between Common stock outstanding and Additional paid-in capital resulting from the Reverse Stock Split (as defined below) has not been reflected in the balance sheet as of March 31, 2025, as this balance sheet represents the opening equity position of the Company established upon the effectiveness of the Transactions. Mergers with Gryphon Digital Mining, Inc. On May 9, 2025, Gryphon Digital Mining, Inc., a Delaware corporation (together with its consolidated subsidiaries and predecessors "Gryphon"), GDM Merger Sub I Inc., a Delaware corporation and wholly owned direct subsidiary of Gryphon ("Merger Sub Inc."), GDM Merger Sub II LLC, a Delaware limited liability company and wholly owned direct subsidiary of Gryphon ("Merger Sub LLC"), and Historical ABTC, entered into an Agreement and Plan of Merger (the "Merger Agreement"). On September 3, 2025, in accordance with the terms of the Merger Agreement, among other things, (i) Merger Sub Inc. merged with and into Historical ABTC, with Historical ABTC surviving the merger (the "First Merger") as a wholly owned direct subsidiary of Gryphon (the corporation surviving the First Merger, the "First Merger Surviving Corporation") and (ii) immediately after the First Merger, the First Merger Surviving Corporation merged with and into Merger Sub LLC, with Merger Sub LLC surviving the merger (the "Second Merger" and, taken together with the First Merger, the "Mergers") as a wholly owned direct subsidiary of Gryphon. Gryphon was renamed to American Bitcoin Corp. after the completion of the Mergers (the "Closing"). This transaction was accounted for under the acquisition method as a reverse acquisition with Historical ABTC identified as the accounting acquirer for financial statement reporting purposes. The transaction resulted in the recognition of $154.4 million of goodwill.

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