false
0002084026
0002084026
2026-08-25
2026-08-25
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 25, 2026
QUMULUSAI, INC.
(Exact name of registrant as specified in its charter)
Georgia | 001-43398 | 92-2681813 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
817 W Peachtree Street NW, Suite 935 Atlanta, Georgia | 30308 |
(Address of principal executive offices) | (Zip Code) |
(877) 420-9242
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common stock, no par value per share | QMLS | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On August 25, 2026, QumulusAI, Inc. (the “Company”) announced its unaudited condensed consolidated financial results for the second fiscal quarter ended June 30, 2026. A copy of the press release is attached hereto as Exhibit 99.1 and the information set forth therein is incorporated herein by reference and constitutes a part of this report.
The information in this Item 2.02 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | | Description |
99.1 | | Press Release, dated August 25, 2026 (furnished herewith). |
| | |
104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| QUMULUSAI, INC. | |
| | | |
| By: | /s/ Scott Krosnowski | |
| | Scott Krosnowski | |
| | Chief Financial Officer | |
| | | |
Date: August 25, 2026 | | | |
Exhibit 99.1
FOR IMMEDIATE RELEASE
QumulusAI Reports Second Quarter 2026 Results
Revenue more than doubles year over year to $6.7 million as contracted GPU capacity continues to come online; cumulative signed customer contract value reaches $282.5 million.
ATLANTA, Aug. 25, 2026 — QumulusAI (Nasdaq: QMLS), a neocloud infrastructure provider purpose-built for the AI computing era, today reported financial results for the second quarter ended June 30, 2026. This is the company’s first quarterly report since it began trading on the Nasdaq Global Market on July 16, 2026.
"This was the quarter our model started proving itself," said Michael Maniscalco, CEO of QumulusAI. "AI Compute we had already sold came online and started generating revenue. We signed 21 new direct contracts in the quarter, and last week we contracted up to 3.75 MW in metropolitan Atlanta, our home market, with potential to expand at the same site. Demand is not our constraint. Deploying against it faster than competitors is our goal."
"Revenue more than doubled year over year and gross margin expanded to 67%, as GPU activations grew revenue faster than colocation costs," said Scott Krosnowski, CFO of QumulusAI. "Our most recent Blackwell contracts are generating between $18 million and $20 million of annualized revenue per megawatt, compared with just over $16 million across the installed base. Customers are also committing and paying ahead of delivery — deferred revenue rose $30.5 million in the first half, contributing to $22.3 million of operating cash flow."
Second Quarter 2026 Financial Highlights
All comparisons, unless otherwise noted, are to the three months ended June 30, 2025.
| ● | Revenue of $6.7 million, an increase of $3.6 million, or 118%, from $3.1 million. Compute power revenue grew to $5.6 million, or approximately 84% of total revenue, from $1.3 million, or approximately 43% of total revenue. |
| ● | Gross profit of $4.5 million, an increase of $2.8 million, or 163%, from $1.7 million. Gross margin expanded to 67% from 55%. |
| ● | Operating loss of $7.7 million, compared to $2.2 million. The increase reflects a $5.8 million rise in depreciation and amortization tied to expanded HPC (High-Performance Computing) infrastructure, as well as higher general and administrative costs associated with public company readiness and headcount growth. |
| ● | Net loss of $22.8 million, compared to net income of $12.1 million. The current period includes a $19.2 million non-cash loss on the issuance of convertible notes; the prior-year period included a $14.5 million non-cash gain on remeasurement of the Company's investment in The Cloud Minders. |
| ● | Adjusted EBITDA loss of $0.8 million, compared to a loss of $0.3 million, as revenue growth was offset by increased operating costs associated with public company readiness and personnel. |
Summary of Financial Results
($ in thousands, except per share) | | Q2 2026 | | | Q1 2026 | | | Q2 2025 | | | H1 2026 | | | H1 2025 | |
Revenue | | $ | 6,713 | | | $ | 3,420 | | | $ | 3,085 | | | $ | 10,133 | | | $ | 4,957 | |
Cost of revenue | | | 2,242 | | | | 2,136 | | | | 1,386 | | | | 4,378 | | | | 2,601 | |
Gross profit | | | 4,470 | | | | 1,284 | | | | 1,699 | | | | 5,755 | | | | 2,355 | |
Gross margin | | | 66.6 | % | | | 37.5 | % | | | 55.1 | % | | | 56.8 | % | | | 47.5 | % |
Operating loss | | | (7,671 | ) | | | (5,527 | ) | | | (2,182 | ) | | | (13,197 | ) | | | (3,111 | ) |
Net income (loss) | | | (22,776 | ) | | | (49,617 | ) | | | 12,119 | | | | (72,393 | ) | | | 10,296 | |
Adjusted EBITDA (non-GAAP) (1) | | | (782 | ) | | | (2,790 | ) | | | (266 | ) | | | (3,572 | ) | | | (431 | ) |
Figures are rounded to the nearest thousand; totals may not sum due to rounding.
(1) Adjusted EBITDA is a non-GAAP financial measure. See the reconciliation of net income (loss) to Adjusted EBITDA included at the end of this release.
Second Quarter Operational Highlights
Customer and Demand
| ● | Signed 21 new direct customer AI compute contracts during the quarter with aggregate expected take-or-pay contract value of $169.7 million. |
| ● | Direct customer relationships grew to more than 96% of the recurring revenue base at quarter end, from less than 10% a year earlier, as the Company completed its transition away from dependence on a single marketplace. |
| ● | AI Compute revenue reached 84% of total revenue, up from 61% in the first quarter of 2026 and 43% in the second quarter of 2025. |
Infrastructure and Capacity
| ● | Grew the deployed GPU fleet from 952 to 3,088, an increase of approximately 224%. |
| ● | Ended the quarter with 8 MW of HPC capacity under executed lease and colocation agreements. |
Recent Corporate Developments
| ● | Trading on the Nasdaq Global Market began under the ticker symbol "QMLS" on July 16, 2026. |
| ● | Became an NVIDIA Cloud Partner on July 17, 2026. |
| ● | Signed more than $120 million in new customer agreements, including a three-year agreement valued at more than $71 million. |
| ● | Signed a GPU-as-a-Service agreement with DRW, a diversified trading firm innovating across both traditional and cutting-edge markets. |
| ● | Purchased 1,632 NVIDIA Blackwell B300 GPUs to meet accelerating customer demand. |
| ● | Entered a colocation agreement in metropolitan Atlanta for up to 3.75 MW, with a right of first offer on up to 7 MW of expansion capacity at the same site. |
Webcast and Conference Call
QumulusAI will host a conference call and webcast today at 5:00 p.m. Eastern Time to discuss second quarter 2026 results. The live webcast, together with this release and supplemental materials, is available at investors.qumulusai.com. A replay will be available on the same site following the call.
Non-GAAP Financial Measures
To supplement its condensed consolidated financial statements, which are prepared and presented in accordance with generally accepted accounting principles in the United States (“GAAP”), the company presents Adjusted EBITDA, a non-GAAP financial measure. QumulusAI’s reasons for use of this measure and reconciliation of this non-GAAP financial measure to the most directly comparable GAAP measure and other information are included at the end of this release. Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation or as a substitute for net income (loss) or any other measure prepared in accordance with GAAP.
About QumulusAI
QumulusAI is a distributed AI cloud platform that delivers accelerated access to high-performance GPU compute. Through an inference-first, demand-led deployment model across a network of data center sites, QumulusAI brings compute closer to customer demand, helping AI teams and enterprises scale production AI workloads with speed, flexibility and control. By combining rapid deployment with flexible private cloud infrastructure, QumulusAI gives customers a faster, more adaptable path beyond the capacity constraints of traditional centralized and hyperscale cloud models. Learn more at QumulusAI.com.
Follow us on LinkedIn and X @QumulusAI.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the company’s continued ability to bring contracted GPU capacity online; the amount and timing of revenue the company expects to recognize from its remaining performance obligations and its signed customer contracts; the company’s ability to deploy against demand faster than competitors; the company’s annualized revenue per-megawatt and realization thereof ; the receipt of customer payments ahead of delivery as committed; the company’s plans to expand energized capacity, including under the right of first offer at its metropolitan Atlanta site; and the company’s expected finance lease payments. Words such as “anticipate,” “believe,” “estimate,” “expect,” “guidance,” “intend,” “can,” “may,” “on track,” “plan,” “project,” “target,” “will” and similar expressions are intended to identify forward-looking statements. These statements are based on management's current expectations and assumptions as of the date of this release and are subject to risks and uncertainties that could cause actual results to differ materially, including, among others, the company's dependence on a limited number of large customers; the availability and cost of power, network connectivity and specialized hardware such as graphics processing units; the company's substantial capital requirements and access to financing; competition and rapid technological change in the high-performance computing and AI markets; the company's limited operating history and history of net losses; and those described in the “Risk Factors” section of the company's registration statement on Form S-1, as amended (File No. 333-292514), filed with the U.S. Securities and Exchange Commission (SEC), and the company’s quarterly report on Form 10-Q for the quarter ended June 30, 2026, as such factors may be updated in the company's subsequent filings with the SEC. QumulusAI undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by applicable law.
Investor Contact
investors@qumulusai.com
Media Contact
media@qumulusai.com
Condensed Consolidated Statements of Operations (Unaudited)
| | Three Months Ended June 30, | | | Six Months Ended June 30, | |
| | 2026 | | | 2025 | | | 2026 | | | 2025 | |
Revenue | | | | | | | | | | | | | | | | |
Revenue from cryptocurrency mining | | $ | 410,081 | | | $ | 148,038 | | | $ | 779,060 | | | $ | 295,839 | |
Revenue from mining hosting services | | | 693,778 | | | | 1,625,701 | | | | 1,642,205 | | | | 3,349,152 | |
Revenue from compute power | | | 5,608,946 | | | | 1,311,700 | | | | 7,711,458 | | | | 1,311,700 | |
Total revenue | | | 6,712,805 | | | | 3,085,439 | | | | 10,132,723 | | | | 4,956,691 | |
| | | | | | | | | | | | | | | | |
Costs and expenses | | | | | | | | | | | | | | | | |
Cost of revenue | | | 2,242,402 | | | | 1,386,374 | | | | 4,378,199 | | | | 2,601,468 | |
General and administrative expenses | | | 4,342,620 | | | | 2,454,605 | | | | 8,250,275 | | | | 3,263,676 | |
Sales and marketing expenses | | | 916,220 | | | | 366,093 | | | | 1,152,572 | | | | 664,293 | |
Depreciation and amortization expense | | | 6,882,154 | | | | 1,059,900 | | | | 9,548,999 | | | | 1,537,948 | |
Total costs and expenses | | | 14,383,396 | | | | 5,266,972 | | | | 23,330,045 | | | | 8,067,385 | |
| | | | | | | | | | | | | | | | |
Operating loss | | | (7,670,591 | ) | | | (2,181,533 | ) | | | (13,197,322 | ) | | | (3,110,694 | ) |
| | | | | | | | | | | | | | | | |
Other income (expenses) | | | | | | | | | | | | | | | | |
Income from equity method investments | | | — | | | | 629,816 | | | | 21,994 | | | | 864,320 | |
Gain on sale of equity method investments | | | — | | | | — | | | | 12,569,661 | | | | — | |
Gain on remeasurement of investment in TCM | | | — | | | | 14,549,536 | | | | — | | | | 14,549,536 | |
Change in fair value of warrant liability | | | — | | | | — | | | | (1,585,838 | ) | | | (692,103 | ) |
Change in fair value of digital assets | | | — | | | | 85,756 | | | | — | | | | 37,984 | |
Change in fair value of convertible note | | | 2,380,000 | | | | — | | | | 2,380,000 | | | | — | |
Change in fair value of additional convertible notes option | | | 3,850,850 | | | | — | | | | 3,850,850 | | | | — | |
Gain on sale of property and equipment | | | 1,034 | | | | — | | | | 36,298 | | | | — | |
Loss on issuance of convertible note | | | (19,241,000 | ) | | | — | | | | (73,881,850 | ) | | | — | |
Loss on extinguishment of debt | | | — | | | | (71,094 | ) | | | — | | | | (153,834 | ) |
Other income (expense), net | | | (113,905 | ) | | | (7,527 | ) | | | (187,750 | ) | | | 26,954 | |
Interest expense, net | | | (2,045,748 | ) | | | (601,260 | ) | | | (2,584,024 | ) | | | (940,946 | ) |
Total other income (expenses), net | | | (15,168,769 | ) | | | 14,585,227 | | | | (59,380,659 | ) | | | 13,691,911 | |
| | | | | | | | | | | | | | | | |
Income (loss) before income tax expense | | | (22,839,360 | ) | | | 12,403,694 | | | | (72,577,981 | ) | | | 10,581,217 | |
| | | | | | | | | | | | | | | | |
Income tax expense (benefit) | | | (63,154 | ) | | | 285,120 | | | | (185,064 | ) | | | 285,120 | |
| | | | | | | | | | | | | | | | |
Net income (loss) | | $ | (22,776,206 | ) | | $ | 12,118,574 | | | $ | (72,392,917 | ) | | $ | 10,296,097 | |
| | | | | | | | | | | | | | | | |
Net income (loss) in non-controlling interests | | | 100,128 | | | $ | — | | | | (150,711 | ) | | $ | — | |
| | | | | | | | | | | | | | | | |
Net income (loss) attributable to common shareholders | | $ | (22,876,334 | ) | | $ | 12,118,574 | | | $ | (72,242,206 | ) | | $ | 10,296,097 | |
| | | | | | | | | | | | | | | | |
Net income (loss) per share, basic | | $ | (0.72 | ) | | $ | 0.71 | | | $ | (2.28 | ) | | $ | 0.66 | |
Net income (loss) per share, diluted | | $ | (0.72 | ) | | $ | 0.46 | | | $ | (2.28 | ) | | $ | 0.43 | |
| | | | | | | | | | | | | | | | |
Weighted-average common stock outstanding, basic | | | 31,740,634 | | | | 16,983,356 | | | | 31,680,098 | | | | 15,500,358 | |
Weighted-average common stock outstanding, diluted | | | 31,740,634 | | | | 26,486,792 | | | | 31,680,098 | | | | 24,239,377 | |
Condensed Consolidated Balance Sheets
| | June 30, 2026 | | | December 31, 2025 | |
| | (unaudited) | | | | | |
ASSETS | | | | | | | | |
Current assets: | | | | | | | | |
Cash | | $ | 19,967,188 | | | $ | 11,712,493 | |
Restricted cash | | | 19,925,104 | | | | — | |
Accounts receivable, net of allowance for credit losses of $365,133 and $2,263 as of June 30, 2026 and December 31, 2025, respectively | | | 11,058,423 | | | | 57,889 | |
Prepaid expenses and other current assets | | | 2,253,755 | | | | 1,134,851 | |
Total current assets | | | 53,204,470 | | | | 12,905,233 | |
Property and equipment, net | | | 44,006,002 | | | | 12,502,886 | |
Operating right-of-use assets, net | | | 1,374,332 | | | | 1,438,970 | |
Finance right-of-use assets, net | | | 47,919,004 | | | | 6,996,077 | |
Equity method investments | | | — | | | | 4,227,130 | |
Investment in equity securities | | | 1,000,000 | | | | — | |
Deposits on power equipment | | | 26,022,880 | | | | 13,622,641 | |
Goodwill | | | 31,416,827 | | | | 31,416,827 | |
Intangible assets, net | | | 7,227,864 | | | | 7,268,513 | |
Other assets | | | 2,830,837 | | | | 1,356,216 | |
Total assets | | $ | 215,002,216 | | | $ | 91,734,493 | |
| | | | | | | | |
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) | | | | | | | | |
Current liabilities: | | | | | | | | |
Accounts payable | | $ | 7,546,971 | | | $ | 1,248,175 | |
Dividend payable | | | 359,188 | | | | 359,188 | |
Accrued expenses and other current liabilities | | | 4,676,188 | | | | 2,833,337 | |
Deferred revenue | | | 30,460,939 | | | | — | |
Current portion of notes payable | | | 1,158,583 | | | | 1,684,554 | |
Current portion of notes payable - related party | | | 2,000,000 | | | | 3,848,915 | |
Current portion of USD.AI protocol loans | | | 6,892,685 | | | | — | |
Operating lease liabilities - current portion | | | 106,795 | | | | 97,463 | |
Finance lease liabilities - current portion | | | 13,067,517 | | | | 1,645,069 | |
Deferred tax liability | | | 238,317 | | | | 423,381 | |
Total current liabilities | | | 66,507,183 | | | | 12,140,082 | |
Long-term notes payable, net of current portion | | | 5,917,155 | | | | 6,241,948 | |
Operating lease liabilities | | | 1,459,005 | | | | 1,497,549 | |
Finance lease liabilities | | | 32,708,652 | | | | 5,179,828 | |
Warrant liability | | | 2,968,793 | | | | 1,382,955 | |
Additional convertible notes option liability | | | 38,721,000 | | | | — | |
USD.AI protocol loans, net of current portion | | | 12,020,692 | | | | — | |
Convertible note payable | | | 55,481,000 | | | | — | |
Total long-term liabilities | | | 149,276,297 | | | | 14,302,280 | |
Total liabilities | | | 215,783,480 | | | | 26,442,362 | |
| | | | | | | | |
Commitments and contingencies (Note 24) | | | | | | | | |
| | | | | | | | |
Shareholders' Equity (Deficit) | | | | | | | | |
Common stock - no par value; 500,000,000 shares authorized, 31,727,001 and 31,367,559 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively | | | 99,393,515 | | | | 93,400,180 | |
Additional paid-in capital | | | 6,827,270 | | | | 6,318,290 | |
Accumulated deficit | | | (109,788,460 | ) | | | (37,546,254 | ) |
Total shareholders' equity (deficit) attributable to QumulusAI shareholders | | | (3,567,675 | ) | | | 62,172,216 | |
Non-controlling interests | | | 2,786,411 | | | | 3,119,915 | |
Total shareholders' equity (deficit) | | | (781,264 | ) | | | 65,292,131 | |
Total liabilities and shareholders' equity (deficit) | | $ | 215,002,216 | | | $ | 91,734,493 | |
Condensed Consolidated Statements of Cash Flows (Unaudited)
| | For the Six Months Ended June 30, | |
| | 2026 | | | 2025 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | | |
Net loss | | $ | (72,392,917 | ) | | $ | 10,296,097 | |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | | | | | | | | |
Depreciation and amortization expense | | | 4,967,754 | | | | 1,537,948 | |
Amortization of loan origination costs | | | 33,883 | | | | 17,187 | |
Amortization of discount on convertible note | | | — | | | | 135,334 | |
Bad debt expense | | | 302,244 | | | | — | |
Amortization of premium on loan receivable | | | — | | | | (16,281 | ) |
Non-cash interest expense | | | — | | | | 6,418 | |
Recovery of credit losses | | | — | | | | (36,921 | ) |
Amortization of right-of-use assets | | | 4,645,883 | | | | 462,598 | |
Interest expense under finance lease obligations | | | 1,756,748 | | | | 133,297 | |
Income from equity method investments | | | (21,994 | ) | | | (864,320 | ) |
Gain on sale of equity method investments | | | (12,569,661 | ) | | | — | |
Gain on remeasurement of investment in TCM | | | — | | | | (14,549,536 | ) |
Change in fair value of warrant liability | | | 1,585,838 | | | | 692,103 | |
Change in fair value of digital assets | | | — | | | | (37,984 | ) |
Change in fair value of convertible note | | | (2,380,000 | ) | | | — | |
Change in fair value of additional convertible notes option | | | (3,850,850 | ) | | | — | |
Change in deferred taxes | | | (185,064 | ) | | | 285,120 | |
Stock-based compensation | | | 241,809 | | | | 250,552 | |
Issuance of warrants for services | | | 74,659 | | | | — | |
Issuance of warrants as consideration payable to customer | | | 192,512 | | | | — | |
Gain on sale of property and equipment | | | (36,298 | ) | | | — | |
Loss on issuance of convertible note | | | 73,881,850 | | | | — | |
Loss on extinguishment of debt | | | — | | | | 153,834 | |
Changes in operating assets and liabilities: | | | | | | | | |
Accounts receivable | | | (11,302,778 | ) | | | 37,057 | |
Due from related party | | | — | | | | (1,590 | ) |
Prepaid expenses and other current assets | | | (1,163,945 | ) | | | (102,410 | ) |
Proceeds from sale of digital assets | | | 102,068 | | | | 1,438,271 | |
Deposits | | | — | | | | 69,672 | |
Mining of digital assets | | | (102,068 | ) | | | (1,290,847 | ) |
Accounts payable | | | 6,298,796 | | | | 1,158,630 | |
Accrued expenses | | | 1,842,851 | | | | 11,192 | |
Deferred revenue | | | 30,460,939 | | | | — | |
Operating lease liabilities | | | (29,212 | ) | | | (30,219 | ) |
Intangible assets | | | (47,833 | ) | | | (3,600 | ) |
Due to related party | | | — | | | | (547,484 | ) |
Net cash provided by (used in) operating activities | | | 22,305,214 | | | | (795,882 | ) |
| | | | | | | | |
CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | | |
Purchase of property and equipment | | | (36,824,254 | ) | | | (1,014,539 | ) |
Proceeds from sale of property and equipment | | | 478,164 | | | | — | |
Proceeds from collections of loans receivable | | | — | | | | 285,654 | |
Deposits on mining equipment | | | — | | | | (313,088 | ) |
Deposits on power equipment | | | (14,146,100 | ) | | | — | |
Data center set up costs | | | (1,474,621 | ) | | | — | |
Purchase of equity securities | | | (1,000,000 | ) | | | — | |
Proceeds from sale of U.S. dollar coin | | | — | | | | 391,584 | |
Cash acquired as part of business acquisition | | | — | | | | 2,449,042 | |
Proceeds from sale of equity method investments | | | 16,559,622 | | | | — | |
Distributions from equity method investments | | | 259,163 | | | | 1,904,000 | |
Distributions to joint venture partners | | | (182,793 | ) | | | — | |
Net cash (used in) provided by investing activities | | | (36,330,819 | ) | | | 3,702,653 | |
| | | | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | |
Proceeds from sale of common stock, net of issuance costs | | | 5,980,834 | | | | 1,897,028 | |
Repayments on finance lease obligations | | | (6,518,746 | ) | | | (521,865 | ) |
Proceeds from convertible note payable | | | 28,800,000 | | | | — | |
Proceeds from exercise of warrants | | | 12,501 | | | | — | |
Payment of debt issuance costs | | | (2,249,000 | ) | | | — | |
Proceeds from line of credit, net of issuance costs | | | 20,268,245 | | | | — | |
Repayments of line of credit | | | (1,386,697 | ) | | | (299,077 | ) |
Repayments of notes payable | | | (851,845 | ) | | | (293,104 | ) |
Repayments of notes payable - related party | | | (1,849,888 | ) | | | (453,388 | ) |
Repayments of convertible note payable - related party | | | — | | | | (3,226,548 | ) |
Net cash provided by (used in) financing activities | | | 42,205,404 | | | | (2,896,954 | ) |
| | | | | | | | |
NET CHANGE IN CASH AND RESTRICTED CASH | | | 28,179,799 | | | | 9,817 | |
| | | | | | | | |
CASH AND RESTRICTED CASH, beginning of period | | | 11,712,493 | | | | 3,970,466 | |
| | | | | | | | |
CASH AND RESTRICTED CASH, end of period | | $ | 39,892,292 | | | $ | 3,980,283 | |
| | | | | | | | |
SUPPLEMENTAL CASH FLOW INFORMATION | | | | | | | | |
Cash paid for income taxes | | $ | — | | | $ | — | |
Cash paid for interest | | $ | 2,229,681 | | | $ | 301,593 | |
| | | | | | | | |
Non-cash financing and investing activities | | | | | | | | |
Non-cash contribution to equity method investment | | $ | — | | | $ | 115,210 | |
Issuance of Common Stock and Series D Preferred Stock for the acquisition of TCM | | $ | — | | | $ | 20,250,013 | |
Exchange of TCM stock options resulting in issuance of stock options in acquisition | | $ | — | | | $ | 1,883,955 | |
Issuance of preferred stock upon partial conversion of convertible note | | $ | — | | | $ | 164,427 | |
Acquisition of right-of-use asset in exchange for lease obligations | | $ | 45,504,172 | | | $ | 5,820,225 | |
Lease liabilities arising from obtaining right-of-use assets | | $ | 43,713,270 | | | $ | 6,078,929 | |
Reconciliation of Net Income (Loss) to Adjusted EBITDA (Unaudited)
The accompanying press release refers to Adjusted EBITDA, a non-GAAP financial measure not calculated or presented in accordance with GAAP. This non-GAAP financial measure is supplemental information and in addition to the financial measures presented in the accompanying release that are calculated and presented in accordance with GAAP.
EBITDA is defined as net income (loss) before interest expense, net; income tax expense (benefit); and depreciation and amortization. Adjusted EBITDA is defined as EBITDA further adjusted to exclude stock-based compensation expense and gains and losses arising from the issuance, remeasurement, extinguishment or disposition of financial instruments, investments and other assets.
Management uses Adjusted EBITDA to evaluate operating performance, establish budgets and forecasts and make operational decisions. The company believes the measure is useful to investors because it excludes items that management does not consider indicative of the underlying operating performance of the business, and because it facilitates comparison of results across periods.
Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation or as a substitute for net income (loss) or any other measure prepared in accordance with GAAP. Among other limitations, Adjusted EBITDA excludes depreciation and amortization of assets that are central to the company’s ability to generate revenue, and excludes interest expense and amortization associated with the company’s finance lease obligations, under which the company expects to make payments of approximately $9.3 million during the remainder of 2026 and approximately $20.0 million during 2027. Adjusted EBITDA as defined by the company may not be comparable to similarly titled measures reported by other companies.
Reconciliation of Net Income (Loss) to Adjusted EBITDA
| | For the Three Months Ended June 30, | | | For the Six Months Ended June 30, | |
| | 2026 | | | 2025 | | | 2026 | | | 2025 | |
Revenue | | $ | 6,712,805 | | | $ | 3,085,439 | | | $ | 10,132,723 | | | $ | 4,956,691 | |
| | | | | | | | | | | | | | | | |
Net income (loss) | | | (22,776,206 | ) | | | 12,118,574 | | | | (72,392,917 | ) | | | 10,296,097 | |
| | | | | | | | | | | | | | | | |
Depreciation and amortization (inclusive of ROU amortization) | | | 6,882,154 | | | | 1,059,900 | | | | 9,548,999 | | | | 1,537,948 | |
Interest expense, net | | | 2,045,748 | | | | 601,260 | | | | 2,584,024 | | | | 940,946 | |
Income tax expense (benefit) | | | (63,154 | ) | | | 285,120 | | | | (185,064 | ) | | | 285,120 | |
Stock based compensation | | | 119,939 | | | | 233,208 | | | | 241,809 | | | | 250,552 | |
Change in fair value of warrant liability | | | — | | | | — | | | | 1,585,838 | | | | 692,103 | |
Change in fair value of digital assets | | | — | | | | (85,756 | ) | | | — | | | | (37,984 | ) |
Change in fair value of convertible note | | | (2,380,000 | ) | | | — | | | | (2,380,000 | ) | | | — | |
Change in fair value of additional convertible notes option | | | (3,850,850 | ) | | | — | | | | (3,850,850 | ) | | | — | |
Gain on sale of equity method investments | | | — | | | | — | | | | (12,569,661 | ) | | | — | |
Gain on disposal of property and equipment | | | (1,034 | ) | | | — | | | | (36,298 | ) | | | — | |
Loss on issuance of convertible note | | | 19,241,000 | | | | — | | | | 73,881,850 | | | | — | |
Loss on extinguishment of debt | | | — | | | | 71,094 | | | | — | | | | 153,834 | |
Gain on remeasurement of investment in TCM | | | — | | | | (14,549,536 | ) | | | — | | | | (14,549,536 | ) |
| | | | | | | | | | | | | | | | |
Adjusted EBITDA | | $ | (782,403 | ) | | $ | (266,136 | ) | | $ | (3,572,270 | ) | | $ | (430,920 | ) |
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