American Bitcoin: 8,002 bitcoin, two employees — and a majority owner with 10,000 votes per share

There is an investor trap that requires no weakness in arithmetic, only a little reading fatigue: the label trap. It works like this — the packaging already states the entire investment case, and the brain stops checking. "American Bitcoin": America, bitcoin, done. Add a co-founder whose surname everybody knows and a chief executive who talks about building "America's bitcoin infrastructure backbone", and most readers have formed a view before the first number arrives. So let us make a deal. We will read the documents this company has to file, under penalty of law, with the U.S. securities regulator, the SEC: the Form 10-K for 2025 filed March 27, 2026, the Form 10-Q for the period ended June 30, 2026 filed August 3, 2026, and the Forms 8-K of July 6 and August 3, 2026. What you make of the label afterwards is up to you.

What American Bitcoin actually does — and how a cannabis software firm became a bitcoin miner

American Bitcoin Corp. does two things: it mines bitcoin and it keeps bitcoin. Mining means that tens of thousands of specialised computers solve the bitcoin network's puzzles around the clock and get paid in bitcoin — picture a hall full of machines that take in electricity and spit out coins. In the quarter ended June 30, 2026 that produced 932 bitcoin, the highest quarterly output in the company's history. Accumulating means the coins are not sold but held and topped up with purchases: as of June 30, 2026 the reserve stood at 8,002 bitcoin, up from 5,401 at year-end 2025.

The central tension of this analysis is already contained in that plain description; you only have to ask one question: who owns the hall? The answer is Hut 8 Corp., and it runs through every chapter that follows. All five sites — Alpha in Niagara Falls, New York; Medicine Hat and Drumheller in Alberta; Salt Creek in Orla and Vega in Amarillo, both Texas — belong to Hut 8. Hut 8 operates them, Hut 8 runs the day-to-day business, Hut 8 handles accounting, human resources and legal. American Bitcoin itself had two full-time employees as of December 31, 2025. Readers who want to look at the parent in detail will find it in our Hut 8 analysis.

Before we go further, one detail that does not appear on a quote page and yet explains a great deal: this company is on its fourth name. According to the SEC's own registrant records, the entity with central index key 1755953 was called MTech Acquisition Holdings Inc. from November 7, 2018 — a blank-check vehicle raising money to take some business public. From December 4, 2018 it was Akerna Corp., selling compliance software to cannabis retailers. From February 14, 2024 it was Gryphon Digital Mining, Inc., mining bitcoin. And since September 3, 2025 it has been American Bitcoin Corp. The path there had two steps. On March 31, 2025 Hut 8 contributed its own mining rigs to a company called American Data Centers Inc. and received new Class B shares representing "80 % of the total and combined voting power and 80 % of the issued and outstanding equity interests". On September 3, 2025 that entity merged with the listed Gryphon, which then changed its name. For accounting purposes the younger company is treated as the buyer and the listed one as the target; the technical term is a reverse acquisition. In plain English: a young company bought itself a listing. What it paid comes later.

How this stock landed on our desk

It did not come out of one of our momentum or value screens — as a standalone business the company simply lacks the history. The trigger was the SEC filing feed. On July 6, 2026 the company disclosed under Items 3.03 and 5.03 of a Form 8-K that it had carried out a 1-for-15 reverse stock split. A reverse split is pure arithmetic: fifteen shares become one, the quoted price multiplies accordingly, and the value of a holding does not change. But it says something about the price action that preceded it. And it surfaced a number that is otherwise easy to miss: the share count fell "from 1,092,295,800 shares […] to approximately 73 million shares".

The second trigger was the Form 10-Q for the period ended June 30, 2026, filed August 3, 2026, together with the earnings release of the same day. Between them they allow the first clean look at four full quarters of a standalone company. Keep this in mind for everything that follows: the corporate entity is younger than most of its bitcoin. Figures for 2023 and 2024 are carved out of a business unit inside Hut 8 and do not describe the same company.

The numbers over the years — credit where it is due

First the part that genuinely impresses, and there is a fair amount of it. The operation works and it scales. Revenue in the quarter ended June 30, 2026 was $67.0 million against $30.3 million a year earlier — a doubling. Cost of revenue, essentially electricity, came to $34.0 million, leaving a gross profit of $33.0 million, or roughly 49 percent. For a mining operation that is a solid number, especially in a quarter when the bitcoin price fell about 12 percent. Per bitcoin mined the company took in roughly $71,900 and spent roughly $36,500, so the machine earns as long as bitcoin trades well above its power cost. In April 2026 the Drumheller site brought 11,298 new rigs and 3.05 exahash per second online, lifting the operating fleet to 58,999 rigs and 25.0 exahash per second. And the balance sheet carries weight: $1,309.4 million of total assets, $672.1 million of equity and no interest-bearing debt as of June 30, 2026.

Now the chart that puts it in context. It shows revenue and net income across four periods — and why the bottom line at this company measures something other than the business:

The reason for the swing is an accounting rule in force since 2025: bitcoin is remeasured at fair value on every reporting date, and the change runs straight through the income statement. In the first half of 2026 that cost $188.4 million — not as a payment, but as a write-down. Strip it out and the operating picture is one you could actually debate. Remember the image: at American Bitcoin the bottom line is a thermometer for the bitcoin price, not a report card for the business. Which is exactly why the chapters below matter.

What the filings say — the uncomfortable truths

Uncomfortable truth no. 1: the vault is worth $478.9 million and cost $781.9 million

The central number of this analysis sits in a single line of the quarterly report's notes. As of June 30, 2026 American Bitcoin held 8,002 bitcoin with a fair value of $478.9 million. The cost basis of those bitcoin was $781.9 million. The $303.0 million difference is not a forecast or an opinion but arithmetic: the company built its stack at an implied average of $97,716 per bitcoin while one bitcoin was worth $59,847 on the reporting date. In everyday terms: paying $97,716 for a car that is worth $59,847 on the balance sheet date does not make it a bad car. It makes it an expensive purchase.

There is a further restriction that lives in the notes and appears only as a footnote in the press release: 3,090 of the 8,002 bitcoin are pledged — deposited with Chinese rig maker Bitmain as payment for mining machines. The company may redeem them for cash within roughly 24 months; if it does not, they pass to Bitmain for good. Their fair value on the reporting date was $184.9 million. The liability recorded against them: $371.7 million. The gap exists because the coins were pledged at a mutually agreed fixed price well above today's market value. That leaves 4,912 bitcoin, worth $293.9 million, freely available.

Uncomfortable truth no. 2: a share class carrying 10,000 votes apiece

American Bitcoin has three classes of common stock. Only Class A trades on Nasdaq — 24,004,726 shares as of July 30, 2026, each with one vote. Alongside sit 48,814,987 Class B shares, spread across 13 holders of record — roughly 80 percent of them held by Hut 8 — and each of them carries 10,000 votes under the charter:

"Each share of the Company's Class B common stock is entitled to 10,000 votes per share, each share of Class C common stock is entitled to 10 votes per share, and each share of Class A common stock is entitled to one vote per share."

— American Bitcoin Corp., SEC Form 10-Q for the period ended June 30, 2026, Note 12 "Stockholders' equity"

Do the arithmetic: 48,814,987 shares times 10,000 votes is roughly 488 billion votes for the Class B block as a whole, against 24 million on the listed Class A side. Those votes do not sit with a single shareholder: the 2025 annual report lists 13 holders of record of Class B stock, among them an entity connected to the chairman of the board. Hut 8 holds roughly 80 percent of them — about 390 billion votes — and with it approximately 55.3 percent of all shares of common stock as of March 25, 2026. In practice: no Class A holder and no coalition of Class A holders can outvote Hut 8, so every vote at every shareholder meeting is decided before it begins. The annual report draws the formal consequence and takes the Nasdaq exemptions available to controlled companies:

"We rely on certain 'controlled company' exemptions. As a result, we do not have a compensation committee and do not have a nominations committee or independent nominating function."

— American Bitcoin Corp., SEC Form 10-K for 2025, risk factors on control by Hut 8

No compensation committee means no independent body decides what management is paid. No nominations committee means the majority owner effectively decides who sits on the board. All of it is lawful and all of it is disclosed — and all of it is something a Class A holder should know before buying the label.

Uncomfortable truth no. 3: about half of every revenue dollar goes to the majority owner

Because American Bitcoin owns neither data centers nor meaningful staff, it buys both from Hut 8 — and by contract from nowhere else. The annual report names the arrangement: an exclusivity agreement provides that Hut 8 and its affiliates "will be the exclusive providers" of hosting and mining operations services for all of the company's equipment. What that costs sits in the related-party note. In the first half of 2026 Hut 8 billed $59.4 million for hosting and colocation, $6.5 million for management and oversight, and $1.8 million for accounting, HR, IT and legal support. That is $67.7 million against consolidated revenue of $129.1 million in the same period — roughly 52 percent of every dollar taken in.

And the invoices are not settled. As of June 30, 2026 American Bitcoin owed its majority owner $83.5 million: $42.3 million recorded as amounts due to Hut 8 and $41.2 million inside operating lease liabilities. For comparison, cash on the same date was $18.4 million. In everyday terms: the tenant owes the landlord more than four times what sits in the bank account — and the landlord is also the controlling shareholder who sets the rent. As long as both sides want the same thing this runs smoothly. The question is what happens when they do not.

Uncomfortable truth no. 4: $154.4 million of goodwill for a shell with negative net assets

What did the listing cost? The annual report lays it out. Gryphon's former holders received 16,893,390 Class A shares; valued at the September 3, 2025 closing price of $8.04 that is a purchase price of $135.8 million. In exchange American Bitcoin received $0.9 million of cash, $0.8 million of prepaid expenses, $0.1 million of digital assets, $1.8 million of property and equipment and $0.8 million of deposits — $4.3 million of assets in total. Against that stood $22.9 million of liabilities, including $9.0 million of warrant liability. On balance the company assumed net liabilities of $18.6 million. The difference to the purchase price was booked as goodwill: $154.4 million.

Goodwill is the premium paid over the tangible assets received — at an operating business usually a brand, a customer base or technology. Here there was none of that: what was bought was access to the public market. That goodwill still sits unchanged at $154.4 million on the June 30, 2026 balance sheet and accounts for 23 percent of total equity of $672.1 million. It is not amortised but tested annually for impairment; for 2025 that test concluded no write-down was required. For a shareholder that means almost a quarter of reported equity is not substance but a valuation assumption.

Uncomfortable truth no. 5: the cash comes from selling shares — and $1.7 billion of the program is still open

That leaves the question of where the money comes from. The statement of cash flows answers it plainly:

The instrument is an at-the-market program: the company may sell new shares into the open market continuously, without announcing a separate offering each time. It was established on September 3, 2025 with a size of $2.1 billion. Through June 30, 2026 it had produced 12,121,321 Class A shares sold for $385.2 million in gross proceeds — 7,755,671 of those shares, for $144.7 million, in the first half of 2026 alone. Class A shares outstanding rose from 16,196,042 on December 31, 2025 to 24,004,657 on June 30, 2026, a 48 percent increase in six months. Dilution in everyday terms: your slice of the cake gets smaller because the cake is cut into more pieces — even when the cake itself is growing.

Two honest qualifications. First, the company measures itself by a metric it calls "satoshis per share" — how many fractions of a bitcoin sit behind one share. That rose from roughly 9,943 on March 31, 2026 to roughly 10,989 on June 30, 2026, because the bitcoin stack grew 14 percent while the share count grew only 3 percent. On that logic the dilution paid off. Second, the shares sold since inception fetched an average of roughly $31.78 apiece on today's post-split basis. The closing price on August 21, 2026 was $7.93. Buyers back then paid dearly; the company benefited. About $1.7 billion of the program remains open — more than twice today's market capitalisation.

Valuation — what the market pays for the vault

A price-earnings ratio cannot be formed here because there are no earnings. So we work in orders of magnitude, and with the numbers from the filings rather than whatever a data feed prints — for this ticker the two diverge materially. The cover page of the quarterly report shows 72,819,713 shares outstanding as of July 30, 2026 (24,004,726 Class A plus 48,814,987 Class B). At the closing price of $7.93 on August 21, 2026 that is a market capitalisation of roughly $577 million. One caveat matters: counting only the listed Class A gives $190 million and understates the company by two thirds — the Class B shares carry identical economic rights, they simply do not trade.

Against those $577 million stand equity of $672.1 million (a price-to-book ratio of roughly 0.86), of which $154.4 million is goodwill. Strip out goodwill and intangible assets and roughly $516.6 million of tangible equity remains, or $7.09 per share, so the market pays about 1.1 times. Revenue for the twelve months to June 30, 2026 was $271.7 million, putting the price-to-sales ratio near 2.1. And measured in bitcoin: each share carried roughly 10,989 satoshis on June 30, 2026, which at a bitcoin price of $59,847 is about $6.58 of bitcoin per share — before any liabilities, of which $371.7 million relates to the miner purchase obligation alone.

The professional consensus is deliberately absent here: our data set carries no reliable analyst estimate for ABTC together with the number of contributing firms (as of August 22, 2026), and a consensus figure without that count would be false precision. What can be documented is the price history since listing. The closing price on merger day, September 3, 2025, was $8.04 before the reverse split — $120.60 on today's basis. On August 21, 2026 it was $7.93. That is a decline of roughly 93 percent in under a year. The lowest close in that window was $5.19 on July 29, 2026 (data as of August 22, 2026).

Opportunities and risks at a glance

What speaks for American Bitcoin:

• The mining operation earns money. Gross profit of $33.0 million on $67.0 million of revenue in the quarter ended June 30, 2026, a margin near 49 percent — and that in a quarter when bitcoin fell about 12 percent.
• Record output and a modern fleet. 932 bitcoin mined in the quarter; 58,999 rigs operating at 25.0 exahash per second and 14.1 joules per terahash after Drumheller came online in April 2026.
• No interest-bearing debt. The June 30, 2026 balance sheet shows no bank loans or notes; interest expense in 2025 was nil. Equity stands at $672.1 million.
• A large, liquid bitcoin position. 4,912 of the 8,002 bitcoin are unpledged and saleable in a pinch; their fair value on June 30, 2026 was $293.9 million.
• A partner with sites and experience. Hut 8 supplies five locations, operations and administration, sparing the company its own investment in land, grid connections and staff.

What speaks against it:

• Existential dependence on a single counterparty. The exclusivity agreement places every rig inside Hut 8 facilities; Hut 8 also decides every vote through roughly 80 percent of the Class B shares at 10,000 votes each (approximately 55.3 percent of all shares as of March 25, 2026) and billed $67.7 million in the first half of 2026.
• The stack was bought well above market. A cost basis of $781.9 million against $478.9 million of fair value on June 30, 2026 — an embedded loss of $303.0 million.
• Persistently negative operating cash flow. An outflow of $63.8 million in the first half of 2026 after $44.0 million a year earlier, against cash of $18.4 million on the reporting date.
• Dilution as a business model. Class A shares up 48 percent in six months; roughly $1.7 billion of the $2.1 billion sales program is still open, and the incentive plan's share reserve tops itself up automatically each year.
• Almost a quarter of equity is goodwill. $154.4 million from buying a listing whose assumed net assets were negative.
• Everything hangs on the bitcoin price. It drives revenue, margin, balance sheet value and the bottom line at the same time — the remeasurement alone cost $188.4 million in the first half of 2026.

A human bottom line

Remember the label trap from the opening? It is unusually well built here, because the label does not even lie. American Bitcoin really does mine bitcoin, in America and in Canada, with modern equipment and rising output. The operation is real, the record numbers are real, the 8,002 bitcoin are real. What the label leaves out is everything else: that the halls belong to somebody else, that the business is run by somebody else, that every vote is decided by somebody else, that 52 percent of revenue flows to that same somebody else — and that the coins in the vault cost $303.0 million more than they were worth on June 30, 2026.

Whether that turns into a good or a bad investment hangs on a question nobody can answer: where the bitcoin price stands in a few years. If it rises sharply, the embedded loss dissolves, the pledged coins come back, and today's dilution will look like clever pre-funding. If it stays put or falls further, a company with $18.4 million in the bank keeps financing itself by selling its own shares — and the majority owner keeps writing invoices. Both outcomes are possible, and both are visible in the filings.

What mattered to us: you should not buy or avoid this stock because a name sounds good or because a famous surname sits underneath it. You should know that there are three share classes, that one of them carries 10,000 votes apiece, that a contract binds every rig to a single provider, and that the vault cost more than its contents are worth. It is all in documents anyone may read. What you do with that is your decision. And that is exactly as it should be.

Sources and disclosures

• SEC Form 10-Q for the period ended June 30, 2026 (filed August 3, 2026) — balance sheet, statements of operations and cash flows, Note 4 "Digital assets", Note 11 "Related party transactions", Note 12 "Stockholders' equity", Note 14 "Commitments and contingencies"
• SEC Form 10-K for 2025 (filed March 27, 2026) — business description, employees, risk factors, Note 3 "Business combination"
• SEC Form 8-K of July 6, 2026 — 1-for-15 reverse stock split, effective July 2, 2026
• SEC Form 8-K of August 3, 2026, exhibit 99.1 — second quarter 2026 earnings release with production and fleet data
• SEC Form 8-K of August 3, 2026 — resignation of Matthew Prusak as president and interim chief financial officer, appointment of Paul Sacks effective August 4, 2026
• SEC submissions record for central index key 0001755953 — former names MTech Acquisition Holdings, Akerna, Gryphon Digital Mining, American Bitcoin
• Source: fundamental data & SEC filings (annual and quarterly reports, 10-K/10-Q) — price, trading and short-interest data as of August 22, 2026

Disclosure. This article is journalistic analysis of publicly available corporate filings. It is not investment advice, not a recommendation to buy or sell, and not a solicitation to buy or sell securities. Stocks can lose their entire value, and that risk is heightened at a company whose assets consist largely of a single, highly volatile asset class. All figures come from the original documents named above and carry the reporting date stated there. The author holds no position in American Bitcoin Corp. or Hut 8 Corp. at the time of publication.