Bit Digital, Inc (BTBT)

CIK: 0001710350. SIC: 6199 Finance Services. Latest 10-K as of: 2026-03-27.

SIC breadcrumb: Finance, Insurance, And Real Estate > SIC Major Group 61 > SIC 6199 Finance Services

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1710350. Latest filing source: 0001213900-26-035544.

Selected Fundamentals

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-03-27. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001710350.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-15. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001710350.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

Quarterly Charts

Macro Cross-References

• CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
• UNRATE - Unemployment Rate
• FEDFUNDS - Federal Funds Effective Rate
• CES0500000003 - Average Hourly Earnings of All Employees, Total Private
• DFEDTARU - Federal Funds Target Range - Upper Limit
• DFEDTARL - Federal Funds Target Range - Lower Limit
• DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
• DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
• DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
• DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
• T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
• CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
• CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
• CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
• CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
• PCEPI - Personal Consumption Expenditures: Chain-type Price Index
• PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
• PPIACO - Producer Price Index by Commodity: All Commodities
• T10YIE - 10-Year Breakeven Inflation Rate
• U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
• PAYEMS - All Employees, Total Nonfarm
• CIVPART - Labor Force Participation Rate
• EMRATIO - Employment-Population Ratio
• UNEMPLOY - Unemployed
• CE16OV - Employment Level
• ICSA - Initial Claims
• JTSJOL - Job Openings: Total Nonfarm
• JTSQUR - Quits: Total Nonfarm
• GDPC1 - Real Gross Domestic Product
• A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
• INDPRO - Industrial Production: Total Index
• TCU - Capacity Utilization: Total Index
• HOUST - New Privately-Owned Housing Units Started: Total Units
• PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
• RSAFS - Advance Retail Sales: Retail Trade
• PCE - Personal Consumption Expenditures
• DSPIC96 - Real Disposable Personal Income
• PSAVERT - Personal Saving Rate
• M2SL - M2
• BOPGSTB - U.S. International Trade in Goods and Services: Balance
• MSPUS - Median Sales Price of Houses Sold for the United States
• HSN1F - New One Family Houses Sold: United States
• RHORUSQ156N - Homeownership Rate in the United States
• TTLCONS - Total Construction Spending: Total Construction in the United States
• RRVRUSQ156N - Rental Vacancy Rate in the United States
• TOTALSL - Total Consumer Credit Owned and Securitized
• REVOLSL - Revolving Consumer Credit Owned and Securitized
• DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
• GDP - Gross Domestic Product
• GPDI - Gross Private Domestic Investment
• GCE - Government Consumption Expenditures and Gross Investment
• PCEC - Personal Consumption Expenditures
• NETEXP - Net Exports of Goods and Services
• GFDEBTN - Federal Debt: Total Public Debt
• GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
• FYFSD - Federal Surplus or Deficit
• FGRECPT - Federal Government Current Receipts
• FGEXPND - Federal Government: Current Expenditures
• MANEMP - All Employees, Manufacturing
• USCONS - All Employees, Construction
• USTRADE - All Employees, Retail Trade
• USFIRE - All Employees, Financial Activities
• USGOVT - All Employees, Government
• AWHAETP - Average Weekly Hours of All Employees, Total Private
• DGORDER - Manufacturers' New Orders: Durable Goods
• NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
• BUSINV - Total Business Inventories
• EXPGS - Exports of Goods and Services
• IMPGS - Imports of Goods and Services
• IR - Import Price Index (End Use): All Commodities
• PPIFIS - Producer Price Index by Commodity: Final Demand

Latest quarter (10-Q)

Latest 10-Q source: 0001213900-26-057116.

Extracted from Part I Item 2 to the first post-MD&A boundary after HTML sanitization. Confidence: high. Filing date: 2026-05-15. Report date: 2026-03-31.

Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The
following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed
consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q for the period ended
March 31, 2026 as well as Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our
Form 10-K for the year ended December 31, 2025 (“Form 10-K”). This discussion contains forward-looking statements reflecting
our current expectations that involve risks and uncertainties. See “Forward Looking Statements and Risk Factor Summary” for
a discussion of the uncertainties, risks, and assumptions associated with these statements. Actual results and the timing of events could
differ materially from those discussed in our forward-looking statements as a result of many factors, including those set forth under
“Risk Factors” and elsewhere in this Quarterly Report.

Overview

Bit
Digital, Inc. (“BTBT” or the “Company” or “We”), is a holding company incorporated on February
17, 2017, under the laws of the Cayman Islands. The Company is a strategic asset company focused on active participation in Ethereum
(ETH)-native treasury and staking strategies. Through our majority equity stake in WhiteFiber Inc. (Nasdaq: WYFI), the Company also engages
in high performance computing (“HPC”) business, including cloud services and HPC data center services.

HPC
Business

The
Company’s HPC business operates under the WhiteFiber brand. WhiteFiber believes it is a leading provider of artificial intelligence
(“AI”) infrastructure solutions. WhiteFiber owns high-performance computing (“HPC”) data centers and provides
cloud-based HPC graphics processing units (“GPU”) services, which it terms cloud services, for customers such as AI application
and machine learning (“ML”) developers (the “HPC Business”). Its Tier-3 data centers provide hosting and colocation
services. WhiteFiber cloud services support generative AI workstreams, especially training and inference.

WhiteFiber’s
business model integrates its data center infrastructure and cloud services to provide scalable, high-performance computing solutions
for enterprises, research institutions, and AI and ML driven businesses. Its integrated approach aligns specialized data center operations
with GPU-focused cloud services, addressing the unique requirements of AI and ML workloads. These workloads demand greater power density,
advanced cooling solutions, and robust bandwidth to handle large-scale data transfers. By operating its data centers, it is able to provide
the power to support its cloud services and WhiteFiber believes it can better meet the needs of AI and ML workloads and reduce the complexity
associated with procuring power and connectivity from external vendors. WhiteFiber can also design its facilities to accommodate the
higher heat loads generated by modern GPUs, potentially shortening deployment timelines for customers who require rapid expansion of
their computing infrastructure. From a financial standpoint, WhiteFiber’s vertically integrated solution allows it to capture additional
margin for both its data center and cloud services businesses, avoiding expenses that would otherwise be due to third-party providers.

Colocation/Data
center services

WhiteFiber
designs, develops, and operates data centers, through which it offers its hosting and colocation services. WhiteFiber’s operational
data centers meet the requirements of the Tier-3 standard, including N+1 redundancy architecture, concurrent maintainability, uninterruptible
power supply, advanced and highly reliable cooling systems, strict monitoring and management systems, 99.982% uptime and no more than
1.6 hours of downtime annually, service organization control, SOC 2 Type 2, differentiated software supporting AI workloads, high density
and robust bandwidth, and infrastructure to support AI workloads.

Based
on their collective industry experience, WhiteFiber’s data center team is adept at bringing new sites online on an accelerated
timeline. WhiteFiber is aggressively pursuing the development pipeline and intend to achieve an estimated 76 MW (gross) of total data
center capacity by the end of the fourth quarter of 2026, a target that is underpinned by assets including the MTL-2, MTL-3, and NC-1
facilities. As of March 31, 2026, its pipeline of potential data center projects represents approximately 1,500 MW (gross) under management
review. WhiteFiber follows a disciplined process prioritizing projects that are backed by customer lease commitments. In select cases,
WhiteFiber may pursue early-stage acquisitions based on strong customer demand signals and defined commercialization pathways. Accordingly,
the foregoing timelines and capacities are subject to change based on many factors, many of which are outside of WhiteFiber’s control.

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WhiteFiber
uses a well-defined set of criteria to select their data center sites. WhiteFiber typically target sites with proximity to metro areas
and partial infrastructure in place, where it is retrofitting rather than developing greenfield projects. Metropolitan areas are positioned
for low-latency to address long-term, specialized AI computer inference needs, and smaller sites reduce risks. A retrofit entails sourcing
and acquiring an existing industrial building with underutilized, in-place power connectivity. The period of time from when a site is
purchased until construction can begin varies from location to location depending upon, among other things, obtaining required permits
and the availability of construction supplies and contractors. Average build time for retrofits is intended to be approximately six months
from commencement of construction, which WhiteFiber believes is approximately one-third to one-half of the industry average development
timeline for greenfield projects. This average building time is based upon senior management’s experience at Enovum prior to its
acquisition by the Company, as well as their experience prior to Enovum. WhiteFiber also prioritize sites offering opportunities to increase
site power over time, enabling its data centers to grow with customer demand. In addition, WhiteFiber selectively targets certain larger
opportunities with 50 MW (gross) of power or more, subject to customer demand, to drive AI-driven compute super-clusters. Finally, WhiteFiber
prioritize sites powered by sustainable, green energy sources and locked-in power when available. Additionally, to enhance sustainability
of certain WhiteFiber data center projects, WhiteFiber is undertaking heat repurposing projects in connection with sustainability and
commercial and residential projects.

WhiteFiber
acquired Enovum on October 11, 2024. The transaction included the lease of MTL-1, its 4 MW (gross) Tier-3 high-performance computing
(“HPC”) data center in Montreal, Canada, which was fully operational and fully leased to customers at the time of acquisition.

On
December 27, 2024, WhiteFiber acquired the real estate and building for a build-to-suit 5 MW (gross) Tier-3 data center expansion project
near Montreal, Canada which it refers to as MTL-2. MTL-2, a 160,000 square foot site that was previously used as an encapsulation manufacturing
facility, is located in Pointe-Claire, Quebec. WhiteFiber initially funded the purchase of CAD 33.5 million (approximately $23.3 million)
with cash on hand. WhiteFiber expected to invest approximately $23.6 million to develop the site to Tier-3 standards with an initial
load of 5 MW (gross). However, WhiteFiber has prioritized other builds and preserved capital for more time sensitive projects.

On
April 11, 2025, WhiteFiber entered into a lease for a new data center site in Saint-Jerome, Quebec, a suburb of Montreal, MTL-3. The
MTL-3 facility spans approximately 202,000 square feet on 7.7 acres and is being developed into a 7 MW (gross) Tier-3 data center. It
will support current contracted capacity, with Cerebras (5 MW IT Load), with future expansion potential subject to utility approvals.
The transaction was executed under a lease-to-own structure, which includes a fixed-price purchase option of CAD 24.2 million (approximately
$17.3 million) exercisable by December 2025. The lease term is 20 years, with two 5-year extensions at the Company’s option. In
December 2025, WhiteFiber became reasonably certain to exercise the purchase option and notified the lessor of its intent to exercise
the purchase option. WhiteFiber had 90 days to complete the purchase, after which the purchase option would expire. The option was exercised
on January 14, 2026 and the purchase of MTL-3 closed on May 8, 2026. The facility has been retrofitted to Tier-3 standards and was completed
and operational in November 2025. The site has commenced billing Cerebras as of November 1, 2025, in the amount of CAD 1.4 million (approximately
979 thousand USD) monthly for the duration of the five-year contract.

On May 20, 2025, WhiteFiber completed the purchase
of a former industrial/manufacturing building from UMI. Pursuant to the Purchase Agreement WhiteFiber agreed to purchase from UMI, an
industrial/manufacturing building together with the underlying land located in Madison, North Carolina, which WhiteFiber refers to as
“NC-1”, as well as certain machinery and equipment located thereon for a cash purchase price of $45 million. The purchase
price will increase by (i) $8 million, if Duke Energy actually provides, or provides an Electric Services Agreement providing for, at
least 99 MW (gross) within two years of May 20, 2025, or (ii) $5 million, if Duke Energy actually provides, or provides an Electric Services
Agreement providing for, at least 99 MW (gross) more than two years but less than three years after May 20, 2025. Additionally, the purchase
price will increase by an additional $200,000 per MW over 99 MW (gross) up to a maximum of $5 million if at least 99 MW (gross) are actually
delivered, or Duke Energy provides an Electric Services Agreement for the provision of at least 99 MW (gross), within four years of May
20, 2025. Separately, the Company entered into a Capacity Agreement with Duke Energy pursuant to which Duke Energy agreed to use commercially
reasonable efforts to achieve 24 MW (gross) of service to NC-1 by September 1, 2025, 40 MW (gross) by April 1, 2026, and 99 MW (gross)
within four years of May 16, 2025. Management believes based upon its review of the site and a Duke Energy preliminary transmission study,
that NC-1 may receive and support up to 200 MW (gross) of total electrical supply over an extended period of time, subject to infrastructure
upgrades, such as developing new substations and other conditions. On August 4, 2025, Enovum NC-1 Bidco LLC, a subsidiary of WhiteFiber,
entered into an Assignment and Assumption Agreement with Unifi Manufacturing and Duke Energy Carolinas, LLC, pursuant to which Enovum
assumed Unifi’s rights and obligations under certain electric service agreements for facilities located in North Carolina. Duke
Energy consented to the assignment. Refer to Note 21. Commitments and contingencies to our condensed consolidated financial statements
for further detail.

49

RBC
Facility Agreement Executed on June 18, 2025

On
June 18, 2025, WhiteFiber entered into the Credit Facility with RBC. The Credit Facility provides for an aggregate of up to approximately
CAD 60 million (approximately $43.8 million) of financing. The proceeds are to be used primarily to refinance the buildout of MTL-2 as
well as $5.8 million of revolving term financing (the “Revolver”). The Credit Facility is non-recourse to the Company. WhiteFiber
entered into a three-year USD $18.5 million non-revolving lease facility to finance equipment costs and building improvements to build
out the site. The lease facility provid

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2026-03-27. Report date: 2025-12-31.

Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations

The following discussion and analysis of
our financial condition and results of operations should be read in conjunction with our financial statements and the related notes
included elsewhere in this Annual Report. This discussion contains forward-looking statements reflecting our current expectations
that involve risks and uncertainties. See “Forward Looking Statements and Risk Factor Summary” for a discussion of the
uncertainties, risks, and assumptions associated with these statements. Actual results and the timing of events could differ
materially from those discussed in our forward-looking statements as a result of many factors, including those set forth under
“Risk Factors” and elsewhere in this Annual Report.

Overview

Bit Digital, Inc. (“BTBT” or the
“Company” or “We”), is a holding company incorporated on February 17, 2017, under the laws of the
Cayman Islands. The Company is a strategic asset company focused on active participation in Ethereum (ETH)-native treasury and
staking strategies. Through our majority equity stake in WhiteFiber Inc. (Nasdaq: WYFI), the Company also engages in high
performance computing (“HPC”) business, including cloud services and HPC data center services.

76

HPC Business

The Company’s HPC business operates under the WhiteFiber brand. WhiteFiber is a leading provider of AI
infrastructure solutions. WhiteFiber owns HPC data centers and provide cloud-based HPC GPU services, which we term cloud services,
for customers such as AI application and ML developers (the “HPC Business”). The Tier-3 data centers provide hosting and
colocation services. The cloud services support generative AI workstreams, especially training and inference.

On July 30, 2025, WhiteFiber entered into the
Contribution Agreement with us in connection with WhiteFiber’s IPO, pursuant to which, on August 6, 2025, we contributed our HPC
business to WhiteFiber through the transfer of 100% of the capital shares of our cloud services subsidiary, WhiteFiber AI, Inc. and our
wholly-owned subsidiaries WhiteFiber HPC, Inc., WhiteFiber Canada, Inc., WhiteFiber Japan G.K. and WhiteFiber Iceland, ehf, in exchange
for 27,043,749 Ordinary Shares.

Colocation/Data Center Service

WhiteFiber designs, develops, and operates Tier-3
data centers that provide hosting and colocation services with high reliability infrastructure, including N+1 redundancy, advanced cooling,
and strict monitoring systems designed to support AI workloads. Its strategy focuses on rapidly developing retrofit data centers in metro
areas with existing power infrastructure, allowing for significantly faster deployment than greenfield projects. The current portfolio
includes facilities such as MTL-1, MTL-2, MTL-3 in Quebec and NC-1 in North Carolina, with a goal of reaching approximately 76 MW of total
capacity by the end of 2026 and a broader development pipeline of roughly 1,500 MW under review. During 2025, WhiteFiber prioritized projects
with committed customer demand and long-term contracts, including a major services agreement at the NC-1 facility expected to generate
approximately $865 million of contracted revenue over 10 years, with electricity and certain operating costs passed through to the customer.

Cloud Service

WhiteFiber provides specialized GPU-based cloud infrastructure tailored
for generative AI training and inference workloads, offering customized solutions and high service reliability. The business leverages
partnerships with major hardware providers such as NVIDIA, SuperMicro, Dell, Hewlett Packard Enterprise, and QCT, and deploys advanced
GPU architectures including H200, B200, and GB200 systems. Rather than building all infrastructure itself, WhiteFiber uses a global network
of third-party data centers to host GPU clusters. Revenue is generated through a series of service agreements and MSAs with customers
for GPU capacity and AI compute services, ranging from short-term deployments to multi-year contracts. Key agreements include large GPU
deployments for AI workloads and cloud gaming providers such as Boosteroid, with some contracts offering significant expansion potential
and long-term recurring revenue streams.

Digital Asset Business

The digital asset business is comprised primarily of two distinct but
highly complementary operations: (i) ETH staking (the “ETH Staking Operations”); and (ii) digital asset mining (the “Digital
Asset Mining Operations”).

In June 2025, the Company announced that it had
initiated a strategic transition to become a pure play ETH staking and treasury company. In connection with the transition, the Company
has been converting its BTC holdings into ETH over time and has been winding down its bitcoin mining operations, with any
net proceeds to be re-deployed into ETH.

Digital Asset Mining Business

We commenced our bitcoin (“BTC”) mining
business in February 2020. We initiated limited Ethereum mining operations in January 2022, however discontinued the operations by September
2022 due to Ethereum blockchain switching from proof-of-work (“PoW”) consensus mechanism to proof-of-stake (“PoS”)
validation. Our mining operations, hosted by third-party providers, use specialized computers, known as miners, to generate digital assets.
Our miners use application specific integrated circuit (“ASIC”) chips. These chips enable the miners to apply high computational
power, expressed as “hash rate”, to provide transaction verification services (generally known as “solving a block”)
which helps support the blockchain. For every block added, the blockchain provides an award equal to a set number of digital assets per
block. Miners with a greater hash rate generally have a higher chance of solving a block and receiving an award.

77

We operate our mining assets with the primary
intent of accumulating digital assets which we may sell for fiat currency from time to time depending on market conditions and management’s
determination of our cash flow needs, and/or exchange into ETH or USD Coin (“USDC”). Our mining strategy has been to mine
bitcoins as quickly and as many as possible given the fixed supply of bitcoins. In view of historically long delivery lead times to purchase
miners from manufacturers like Bitmain Technologies Limited (“Bitmain”) and MicroBT Electronics Technology Co., Ltd (“MicroBT”),
and other considerations, we have chosen to acquire miners on the spot market, which can typically result in delivery within a relatively
short time.

We have signed service agreements with third-party hosting partners
in North America and Iceland. These partners operate specialized mining data centers, where they install and operate the miners and provide
IT consulting, maintenance, and repair work on site for us. Our mining facilities in New York are maintained by Digihost Technologies
Inc. (“Digihost”). Our mining facilities in Texas are maintained by Dory Creek, LLC, a subsidiary of Bitdeer Technologies
Group (“Bitdeer”) and Digital Energy Partner LLC (“DEP”). Soluna Computing, Inc. and DVSL ComputeCo, LLC (collectively,
“Soluna”) previously maintained our mining facilities in Kentucky and Texas, and GreenBlocks ehf, an Icelandic private limited
company (“GreenBlocks”), previously maintained our mining facility in Iceland. The Company’s partnership with Soluna
and GreenBlocks concluded at the end of February 2026.

From time to time, the Company may change partnerships
with hosting facilities to recalibrate its bitcoin mining operations. These terminations are strategic, targeting reduced operational
costs, enhanced energy efficiency for a smaller carbon footprint, increased flexibility in operational control, and minimized geopolitical
risks. While a short-term decrease in mining output might occur, we expect these changes to yield long-term operational improvements.

We are a sustainability-focused digital asset
mining company. On June 24, 2021, we signed the Crypto Climate Accord, a private sector-led initiative that aims to decarbonize the crypto
and blockchain sectors. On December 7, 2021, we became a member of the Bitcoin Mining Council (“BMC”), joining MicroStrategy
and other founding members to promote transparency, share best practices, and educate the public on the benefits of bitcoin and bitcoin
mining.

ETH Staking Business

In the fourth quarter of 2022, we formally commenced
Ethereum staking operations. We delegate or stake our ETH holdings to an Ethereum validator node to help secure and strengthen the blockchain
network. Stakers are compensated for this commitment in the form of a reward of the native network token.

We initiated our native staking operations with
MarsLand Global Limited (“MarsLand”) in August 2023. Subsequently, we have ceased our native staking with MarsLand in the
first quarter of 2024 and initiated our native staking with Figment Inc.

We started participating in liquid staking via
Liquid Collective protocol on the Coinbase platform in the first quarter of 2023. Liquid staking allows participants to achieve greater
capital efficiency by utilizing their staked ETH as collateral and trading their staked ETH tokens on the secondary market. In the first
quarter of 2024, we have reclaimed all the liquid staked ETH from Liquid Collective protocol. In July 2025, we resumed liquid staking
through the Liquid Collective protocol with 5,120 ETH. This approach provided flexibility to engage in both staking and restaking through
a broader range of strategies and platforms. Subsequently, we ceased our liquid staking activities with Liquid Collective protocol in
October 2025.

78

Miner Deployments

During the year ended December 31, 2025, we continued
to work with our hosting partners to deploy our miners in North America and Iceland.

During the first quarter of 2025, the Company
deployed an additional 1,441 miners at one of Soluna’s hosting facilities.

During the second quarter of 2025, the Company received an additional
1,720 miners, which were deployed in July 2025.

During the third quarter of 2025, the Company
received an additional 1,855 miners, of which 410 miners were deployed in July 2025 and 1,445 miners were deployed in August 2025.

During the fourth quarter of 2025, the Company
reallocated a portion of its mining fleet across hosting facilities as part of its ongoing efforts to recalibrate its bitcoin mining operations.
This transition, driven by changes in hosting partnerships, including the transfer of 1,443 miners from Soluna’s facilities to Digital
Energy Partners LLC (“DEP”), which was formerly known as A.R.T Digital.

As of December 31, 2025, the Company’s active
hash rate totals approximately 1.5 EH/s, with operations in North America and Iceland.

Power and Hosting Overview

The Company’s subsidiary, Bit Digital Canada,
Inc., entered into a Mining Services Agreement effective September 1, 2022, for Blockbreakers, Inc. to provide five (5) MW of incremental
hosting capacity at its facility in Canada. The facility utilizes an energy source that is primarily hydroelectric.

On May 8, 2023, the Company entered into a Master
Mining Services Agreement with Blockbreakers, pursuant to which Blockbreakers agreed to provide the Company with four (4) MW of additional
mining capacity at its hosting facility in Canada. The agreement is for two (2) years automatically renewable for additional one (1) year
terms unless either party gives at least 60 days’ advance written notice. The performance fee is 15% of the net profit. This new
agreement brought the Company’s total contracted hosting capacity with Blockbreakers to approximately 9 MW. Our service agreement
with Blockbreakers expired in November 2024. A portion of the miners were transferred to other hosting facilities, and the inefficient
units were sold.

On June 7, 2022, we entered into a Master Mining
Services Agreement (the “MMSA”) with Coinmint LLC, pursuant to which Coinmint will provide the required mining colocation
services for a one-year period automatically renewing for three-month periods unless earlier terminated. The Company will pay Coinmint
electricity costs, plus operating costs required to operate the Company’s mining equipment, as well as a performance fee equal
to 27.5% of the net profit, subject to a 10% reduction if Coinmint fails to provide uptime of 98% percent or better for any period. We
are not privy to the emissions rate at the Coinmint facility or at any other hosting facility. However, the Coinmint facility operates
in an upstate New York region that reportedly utilizes power that is 99% emissions-free, as determined based on the 2023 Load & Capacity
Data Report published by the New York Independent System Operator, Inc. (“NYISO”). 

On April 5, 2023, the Company entered into a letter
agreement and MMSA Amendment, as subsequently amended, with Coinmint pursuant to which Coinmint agreed to provide the Company with up
to ten (10) MW of additional mining capacity to energize the Company’s mining equipment at Coinmint’s hosting facility in
Plattsburgh, New York. The agreement is for two (2) years automatically renewing for three (3) months unless terminated by either party
on at least ninety (90) days prior written notice. The performance fees under this letter agreement range from 30% to 33% of the net profit.
This new agreement brings the Company’s total contracted hosting capacity with Coinmint to approximately 30 MW at this facility.

On April 27, 2023, the Company entered into a
letter agreement and MMSA Amendment with Coinmint pursuant to which Coinmint agreed to provide the Company with up to 10 MW of additional
mining capacity to energize the Company’s mining equipment at Coinmint’s hosting facility in Massena, New York. The agreement
was for one year automatically renewing for three (3) months unless terminated by either party on at least 90 days prior written notice.
The performance fees under this letter agreement are 33% of the net profit. This new agreement brought the Company’s total contracted
hosting capacity with Coinmint to approximately 40 MW.

On January 26, 2024, the Company entered into
a letter agreement and MMSA Amendment with Coinmint pursuant to which Coinmint agreed to provide the Company with up to six MW of additional
mining capacity to energize the Company’s mining equipment at Coinmint’s hosting facility in Massena, New York. The agreement
was for one year automatically renewing for three months unless terminated by either party on at least 90 days prior written notice. The
performance fees under this letter agreement are 28% of the net profit. This agreement brought the Company’s total contracted hosting
capacity with Coinmint to approximately 46 MW.

79

On September 5, 2024, the Company received a 90-days
notice of non-renewal of colocation mining services agreement from Coinmint, which informed the Company of its intent not to renew 27
MW of the 36 MW total contracted capacity at its Massena, New York site, effective December 7, 2024. Subsequently, on October 29, 2024,
the Company received an additional 90-days notice of non-renewal of colocation mining services agreement from Coinmint, which informed
the Company of its intent to not renew the remaining 9 MW of the 36 MW total contracted capacity at its Massena, New York site, effective
January 28, 2024. On January 3, 2025, the Company received an additional 90-days notice of non-renewal of colocation mining services agreement
from Coinmint, which informed the Company of its intent not to renew the 10 MW total contracted capacity at its Plattsburgh, New York
site, effective April 5, 2025. After the contracts with Coinmint expired, a portion of the miners were transferred to other hosting facilities,
and the inefficient units were sold.

In June 2021, we entered into a strategic co-mining
agreement with Digihost Technologies in North America. Pursuant to the terms of the agreement, Digihost provides certain premises to Bit
Digital for the purpose of the operation and storage of a twenty (20) MW bitcoin mining system to be delivered by Bit Digital. Digihost
provides services to maintain the premises for a term of two (2) years. Digihost shall also be entitled to 20% of the net profit generated
by the miners.

In April 2023, we renewed the co-mining agreement
with Digihost, previously executed in June 2021. Pursuant to the terms of the new agreement, Digihost provides certain premises to Bit
Digital for the purpose of the operation and storage of an up to 20 MW bitcoin mining system to be delivered by Bit Digital. Digihost
also provides services to maintain the premises for a term of two years, automatically renewing for a period of one (1) year. Digihost
shall also be entitled to 30% of the net profit generated by the miners. As of December 31, 2025, Digihost provided approximately 6.0
MW of capacity for our miners at their facility.

On May 9, 2023 (“Effective Date”),
the Company entered into a Term Loan Facility and Security Agreement (the “Loan Agreement”) with GreenBlocks. Pursuant to
the Loan Agreement, GreenBlocks has requested the Company to extend one or more loans (“Advances”) under a senior secured
term loan facility in an aggregate outstanding principal amount not to exceed $5 million. The interest rate of the Loan Agreement is 0%
and Advances are to be repaid on the maturity date, which is the thirty-nine-month anniversary of the Effective Date. GreenBlocks will
exclusively use the Advances to buy miners that will be operated for the benefit of the Company at a facility in Iceland, with an overall
capacity of 8.25 MW. To secure the prompt payment of Advances, the Company has been granted a continuing first priority lien and security
interest in all of GreenBlocks’s rights, title and interest to the financed miners. The miners are the sole property of GreenBlocks,
of which they are responsible for the purchase, installation, operation, and maintenance.

On May 9, 2023, the Company entered into a Computation
Capacity Services Agreement (the “Services Agreement”) with GreenBlocks. Pursuant to the Agreement, GreenBlocks will provide
computational capacity services and other necessary ancillary services, such as operation, management, and maintenance, at the facility
in Iceland for a term of two years. GreenBlocks will own and operate the miners financed through the Loan Agreement for the purpose of
providing computational capacity of up to 8.25 MW. The Company will pay power costs of $0.05 per kilowatt hour, a pod fee of $22,000 per
pod per month, and a depreciation fee equal to 1/36 of the facility size per month. The performance fees under this agreement are 20%
of the net profit. The Company submitted to Greenblocks a deposit in the amount of $1,052,100, which was exclusively for the purpose of
paying the landlord of the facility for hosting space.

On June 1, 2023, the Company and GreenBlocks entered
the Omnibus Amendment to Loan Documents and Other Agreements (“Omnibus Amendment”). This amendment revised both the Loan Agreement
and the Services Agreement previously entered on May 9, 2023. While the core terms remained consistent, notable modifications pertained
to the facility size and contracted capacity. Specifically, the facility size was increased from $5 million to $6.7 million. Moreover,
GreenBlocks agreed to expand the computation capacity to approximately 10.7 MW. Advances of $6.4 million have been financed by the Company
to GreenBlocks.

In May 2025, we amended the Services Agreement with Greenblocks, originally
executed in May 2023 and previously amended in June 2023. Pursuant to the terms of the amended agreement, Greenblocks shall provide services
to support 8.9 MW of power capacity from March 1, 2025 through April 30, 2025 and 5 MW of computational capacity starting May 1, 2025
through December 31, 2025. The Company will pay power costs of $0.067 per kilowatt hour and a pod fee of $10,000 per pod per month, subject
to pro rata adjustment if usage falls below 2 MW. All other provisions of the original agreement and previous appendices remain in effect.
The amended terms may be modified by mutual agreement, and either party may terminate with one month’s notice. As of December 31,
2025, GreenBlocks provided approximately 9.1 MW of capacity for our miners at their facility. Our partnership with GreenBlocks concluded
in February 2026, and the Company is currently evaluating alternative hosting arrangements for the miners previously deployed at the GreenBlocks
facility. As of the date of this report, these miners are in storage.

In October 2023, we entered into a strategic co-location
agreement with Soluna Computing, Inc. for a term of one year automatically renewing on a month-to-month basis unless terminated by either
party. Pursuant to the terms of the agreement, Soluna provided certain required mining colocation services at their hosting facility in
Murray, Kentucky to the Company for the purpose of the operation and storage of up to 4.4 MW bitcoin mining system to be delivered by
Bit Digital. Soluna was also entitled to 42.5% of the net profit generated by the miners. This agreement expired at the end of October
2024.

80

In October 2024, we entered into a co-location
agreement with Soluna SW, Inc. to continue our business relationship. Under this agreement, Soluna provides certain required mining colocation
services to the Company at their hosting facility in Murray, Kentucky for the purpose of the operation and storage of bitcoin mining system
to be delivered by the Company up to 6.6 MW (3.3 MW for terms of nine months and 3.3 MW for terms of one (1) year), automatically renewing
on a month-to-month basis unless terminated by either party. Soluna shall also be entitled to 35% of the net profit generated by the miners.

In December 2024, we entered into two additional co-location agreements
with Soluna DVSL ComputerCo, LLC. pursuant to which Soluna agreed to provide the Company with up to 11 MW (5.5 MW and 5.5 MW, respectively)
at their hosting facility in Silverton, Texas. Both agreements are for one (1) year automatically renewing on a month-to-month basis unless
terminated by either party on at least 60 days prior written notice. Soluna shall also be entitled to 35% and 27.5%, respectively, of
the net profit generated by the miners. These new agreements bring the Company’s total contracted hosting capacity with Soluna to
approximately 17.6 MW. As of December 31, 2025, Soluna provided approximately 10.0 MW of capacity for our miners at their facility. Our
partnership with Soluna concluded in February 2026. The Company has since relocated approximately 2,050 miners to a third-party hosting
facility and is evaluating alternative deployment options for the remaining miners, which are currently in storage.

In November 2023, we entered into a hosting services
agreement, which was amended on March 7, 2024, with Dory Creek, LLC, a subsidiary of Bitdeer Technologies Group (“Bitdeer”),
for a term of one (1) year automatically renewing on an annual basis unless terminated by either party by giving a 30-day prior notice
to the other Party in writing. Pursuant to the terms of the agreement, Bitdeer provides maintenance and operation services to Bit Digital
to support 17.5 MW of capacity. Bitdeer shall also be entitled to 30% of the net profit generated by the miners. Bit Digital shall have
the first right, but not obligation, to accept services for any extra capacity under the terms of this Agreement. As of December 31, 2025,
Bitdeer provided approximately 15.5 MW of capacity for our miners at their facility.

In February 2025, we entered into two hosting
services agreements with A.R.T. Digital Holdings Corp (“KaboomRacks”) for terms of nine (9) months and three years automatically
renewing on an annual basis unless terminated by either party. Pursuant to the terms of the agreements, KaboomRacks provides maintenance
and operation services to Bit Digital to support 6 MW and 13 MW of capacity. In accordance with the agreements, we paid a refundable advance
of $1.3 million, which will be applied against monthly hosting charges over an 18-month period.

On July 1, 2025, we entered into the first amendment
to the hosting service agreement for 13 MW of capacity. The amendment modified the existing agreement, identifying the two facilities
that will provide maintenance and operations service to Bit Digital to support 5 MW and 8 MW of capacity. KaboomRacks shall also be entitled
to respective 40%, 14.75% and 22.5% of the net profit generated by the miners. On November 12, 2025, we received communication regarding
a change in the contracting entity under its existing hosting arrangements. Effective immediately, Digital Energy Partners LLC (“DEP”)
replaced KaboomRacks as the sole contracting counterparty. Under the updated terms, KaboomRacks will return all deposits previously held
by it, and we will remit a one-month deposit related to electricity costs to DEP. In connection with the transition, DEP assumed the remaining
portion of the $1.3 million loan, with an outstanding balance of approximately $1.0 million as of December 31, 2025. As of December 31,
2025, DEP provided approximately 17.1 MW of capacity for our miners at their facility.

In May 2022, our hosting partner Blockfusion advised
us that the substation at its Niagara Falls, New York facility was damaged by an explosion and fire, and power was cut off to approximately
2,515 of the Company’s bitcoin miners and approximately 710 ETH miners that had been operating at the site immediately prior to
the incident. The explosion and fire are believed to have been caused by faulty equipment owned by the power utility. Blockfusion and
the Company have entered into a common interest agreement to jointly pursue any claims evolving from the explosion and fire. Prior to
the incident, our facility with Blockfusion in Niagara Falls, provided approximately 9.4 MW to power our miners. Power was restored to
the facility in September 2022. However, we received a notice dated October 4, 2022 (the “Notice”), from the City of Niagara
Falls, which ordered the cease and desist from any cryptocurrency mining or related operations at the facility until such time as Blockfusion
complies with Section 1303.2.8 of the City of Niagara Falls Zoning Ordinance (the “Ordinance”), in addition to all other City
ordinances and codes. Blockfusion has advised us that the Ordinance came into effect on October 1, 2022, following the expiration of a
related moratorium on September 30, 2022. Blockfusion has further advised that it has submitted applications for new permits based on
the Ordinance’s new standards and that the permits may take several months to process. Pursuant to the Mining Services Agreement
between Bit Digital and Blockfusion dated August 25, 2021, Blockfusion represents, warrants and covenants that it “possesses, and
will maintain, all licenses, registrations, authorizations and approvals required by any governmental agency, regulatory authority or
other party necessary for it to operate its business and engage in the business relating to its provision of the Services.” On October
5, 2022, Bit Digital further advised Blockfusion that it expects it to comply with the directives of the Notice. Our service agreement
with Blockfusion ended in September 2023. On June 3, 2024, the Company filed suit in Delaware Superior Court against Blockfusion alleging
claims for breach of contract, conversion, and related claims in connection with, among other things, certain deposits and advances paid
to Blockfusion, the return of which is owed to the Company. The Company is seeking in excess of $4.3 million. On October 22, 2024, Blockfusion
denied the Company’s claims and brought reciprocal breach of contract and related counterclaims. On August 1, 2025, the Company
moved for leave to file a Second Amended Complaint, which adds claims for fraud and related causes of action arising out of Blockfusion’s,
conduct both at the inception of and during the parties’ relationship. The second Amended Complaint named Blockfusion’s CEO,
Alexander Martini-Lomanto, as an additional defendant. The total amount of damages sought exceeds of $5 million. Blockfusion has filed
a motion to dismiss the Second Amended Complaint. The Court held a hearing on the motion on January 6, 2026. Following the hearing, the
Court granted the motion to dismiss. The Court dismissed the claims against the individual defendant without prejudice on the ground that
it lacked personal jurisdiction, and did not reach the merits of certain substantive issues raised in the motion. The Company’s
contract-based claims and related claims for contractual recovery against Blockfusion were not dismissed and remain pending.

81

Miner Fleet Update and Overview

As of December 31, 2024, we had 24,239 miners
owned or operating (in Iceland) for bitcoin mining with a total maximum hash rate of 2.6 EH/s.

On December 10, 2024, we entered into an agreement
with an unaffiliated seller of bitcoin mining computers, from whom we acquired 191 S21 miners. As of the date of this report, all of the
miners were delivered.

On December 15, 2024, we entered into an agreement
with an unaffiliated seller of bitcoin mining computers, from whom we acquired 750 S21 miners. As of the date of this report, all of the
miners were delivered.

On December 23, 2024, we entered into an agreement
with an unaffiliated seller of bitcoin mining computers, from whom we acquired 4,300 S21+ miners. As of the date of this report, 2,630
miners were delivered.

For the year ended December 31, 2025, the Company
disposed approximately 7,900 bitcoin miners and wrote off 3 bitcoin miners.

As of December 31, 2025, we had 21,354 miners
owned or operating (in Iceland) for bitcoin mining with a total maximum hash rate of 2.8 EH/s.

Bitcoin Production

From the inception of our bitcoin mining business
in February 2020 to December 31, 2025, we earned an aggregate of 7,550.8 bitcoins.

The following table presents our bitcoin mining
activities for the year ended December 31, 2025:

Number of

bitcoins

Amount (1)

Balance at December 31, 2024

741.9

$

69,319,731

Receipt of BTC from mining services

270.7

27,349,798

Exchange of BTC into ETH

(347.7

)

(37,199,886

)

Exchange of BTC into USDC

(25.0

)

(2,321,750

)

Sales of and payments made in BTC

(635.9

)

(59,295,474

)

Change in fair value of BTC

-

2,497,607

Balance at December 31, 2025

4.0

$

350,026

(1)

Receipt of digital assets from mining services are the product of the number of bitcoins received multiplied by the bitcoin price obtained from Coinbase, calculated on a daily basis. Sales of bitcoin represent the carrying value of bitcoin at the time of sale.

ETH Staking Business

In the fourth quarter of 2022, we formally commenced
Ethereum staking operations. We delegate or stake our ETH holdings to an Ethereum validator node to help secure and strengthen the blockchain
network. Stakers are compensated for this commitment in the form of a reward of the native network token.

Our native staking operations are enhanced by
a partnership with Blockdaemon, the leading institutional-grade blockchain infrastructure company for node management and staking. In
the fourth quarter of 2022, following a similar mechanism to native Ethereum staking, we also participated in liquid staking via Portara
protocol (formerly known as Harbour), the liquid staking protocol developed by Blockdaemon and StakeWise and the first of its kind tailored
to institutions. With the introduction of staked ETH withdrawals in April 2023, we have reassessed our Ethereum network staking approaches,
weighing the advantages of traditional staking against liquid staking solutions. The withdrawal feature in native staking, coupled with
yields that are on par with those of liquid staking, has encouraged us to expand our collaborations with other service providers in this
domain. As a result, we terminated all liquid staking activities with StakeWise in the third quarter of 2023, reclaiming all staked Ethereum
along with the accumulated rewards. In the fourth quarter of 2023, the Company terminated the native staking activities and reclaimed
all staked Ethereum with Blockdaemon.

82

Our native staking operations with MarsProtocol
Technologies Pte. Ltd. (“Marsprotocol”) commenced in the first quarter of 2023 and concluded in July 2023. After ceasing operations
with Marsprotocol, we initiated our native staking with MarsLand Global Limited (“MarsLand”) in August 2023. Subsequently,
we have ceased our native staking with MarsLand in the first quarter of 2024 and initiated our native staking with Figment Inc.

We started participating in liquid staking via
Liquid Collective protocol on the Coinbase platform in the first quarter of 2023. Liquid staking allows participants to achieve greater
capital efficiency by utilizing their staked ETH as collateral and trading their staked ETH tokens on the secondary market. In the first
quarter of 2024, we have reclaimed all the liquid staked ETH from Liquid Collective protocol. In July 2025, we resumed liquid staking
through the Liquid Collective protocol with 5,120 ETH. This approach provides flexibility to engage in both staking and restaking through
a broader range of strategies and platforms. Subsequently, we ceased our liquid staking activities with Liquid Collective protocol in
October 2025.

Results of Operations for the Years Ended December
31, 2025 and 2024

The following table summarizes the results of our operations during
the years ended December 31, 2025 and 2024, respectively, and provides information regarding the dollar increase or (decrease) during
the year. This information should be read together with our consolidated financial statements and related notes included elsewhere in
this report.

For the Years Ended

December 31,

Variance in

2025

2024

Amount

Revenues

Digital asset mining

$

27,349,798

58,591,608

(31,241,810

)

Cloud services

68,753,609

45,727,735

23,025,874

Colocation services

8,913,816

1,361,241

7,552,575

ETH staking

7,046,270

1,819,876

5,226,394

Other

1,496,827

550,260

946,567

Total revenues

113,560,320

108,050,720

5,509,600

Operating costs and expenses

Cost of revenue (exclusive of depreciation shown below)

Digital asset mining

(22,192,345

)

(42,307,012

)

20,114,667

Cloud services

(26,447,354

)

(19,508,252

)

(6,939,102

)

Colocation services

(3,450,535

)

(490,501

)

(2,960,034

)

ETH staking

(298,099

)

(72,067

)

(226,032

)

Depreciation and amortization expenses

(36,817,348

)

(32,311,056

)

(4,506,292

)

General and administrative expenses

(80,964,293

)

(41,508,279

)

(39,456,014

)

(Losses) gains on digital assets

(29,214,789

)

55,709,711

(84,924,500

)

Impairment on digital intangible assets

(6,008,004

)

-

(6,008,004

)

Total operating expenses

(205,392,767

)

(80,487,456

)

(124,905,311

)

(Loss) income from operations

(91,832,447

)

27,563,264

(119,395,711

)

Net loss from disposal of property, plant and equipment

(907,769

)

(859,083

)

(48,686

)

Gain from sale of investment security

924

-

924

Change in fair value of derivative liability

15,749,000

-

15,749,000

Other (expense) income, net

(6,852,860

)

5,579,796

(12,432,656

)

Total other income, net

7,989,295

4,720,713

3,268,582

Interest expense

(3,093,461

)

-

(3,093,461

)

(Loss) income before income taxes

(86,936,613

)

32,283,977

(119,220,590

)

Income tax benefit (expenses)

2,006,955

(3,978,167

)

5,985,122

Net (loss) income

$

(84,929,658

)

28,305,810

(113,235,468

)

83

Revenue

We generate revenues from cloud services, colocation
services, digital asset mining, and ETH staking businesses. Refer to Note 3. Revenue from Contracts with Customers for further information.

Revenue from cloud services

In the fourth quarter of 2023, we established
our cloud-based HPC graphics processing unit services, which we term cloud services, a new business line to provide services to support
generative AI workstreams. The Company commenced offering cloud services to customers in January 2024.

Our revenue from cloud services increased by $23.0 million, or
50.4%, to $68.8 million for the year ended December 31, 2025 from $45.7 million for the year ended December 31, 2024. The
increase was primarily due to an increase in deployed GPU servers to new and existing customers during the year of 2025, offset by a $2.0
million service credit accrued and expected to be issued to a customer under the terms of the contract.

Revenue from colocation services

In the fourth quarter of 2024, we acquired
Enovum which holds our data center business that provides customers with physical space, power, and cooling within data center
facilities.

Our revenue from colocation services was $8.9 million and $1.4 million
for the years ended December 31, 2025 and 2024, respectively. The increase is due to a full year of revenue reported in 2025 and only
two and one-half months in 2024.

Revenue from digital asset mining

We provide computing power to digital asset mining
pools, and receive consideration in the form of digital assets, the value of which is determined using the market price of the related
digital asset at the time of receipt. By providing computing power to successfully add a block to the blockchain, the Company is entitled
to a fractional share of the digital assets award from the mining pool operator, which is based on the proportion of computing power the
Company contributed to the mining pool to the total computing power contributed by all mining pool participants in solving the current
algorithm.

For the year ended December 31, 2025, we received
270.7 bitcoins from the Foundry mining pool. As of December 31, 2025, our maximum hash rate was at an aggregate of 2.8 EH/s for our bitcoin
miners. For the year ended December 31, 2025, we recognized revenue of $27.3 million from bitcoin mining services.

For the year ended December 31, 2024, we received
949.9 bitcoins from Foundry mining pool. As of December 31, 2024, our maximum hash rate was at an aggregate of 2.6 EH/s for our bitcoin
miners. For the year ended December 31, 2024, we recognized revenue of $58.6 million from bitcoin mining services.

Our revenues from digital asset mining services
decreased by $31.3 million, or 53.4%, to $27.3 million for the year ended December 31, 2025 from $58.6 million for the year ended December
31, 2024. The decrease was primarily due to 679.2 fewer bitcoins generated from our mining business and partially offset by a higher average
BTC price for the year ended December 31, 2025, compared to the year ended December 31, 2024.

84

Revenue from ETH staking

During the fourth quarter of 2022, we commenced
ETH staking business, in both native staking and liquid staking.

For the ETH native staking business, we previously
partnered with Blockdaemon, Marsprotocol and MarsLand. Currently, we stake ETH with Figment, using network-based smart contracts, on a
node for the purpose of validating transactions and adding blocks to the network. Through these contracts, the Company stakes ETH on nodes
for the purpose of validating transactions and adding blocks to the Ethereum blockchain network. The Company is able to withdraw staked
ETH under contracted staking since April 12, 2023 when the previously announced Shanghai upgrade was completed. In exchange for staking
the ETH and validating transactions on blockchain networks, the Company is entitled to block rewards and transaction fees for successfully
validating or adding a block to the blockchain. These rewards are received by the Company directly from the Ethereum network and are calculated
approximately based on the proportion of the Company’s stake to the total ETH staked by all validators.

In the fourth quarter of 2023, the Company terminated
its native staking activities and reclaimed all staked Ethereum with Blockdaemon. Our native staking operations with Marsprotocol commenced
in the first quarter of 2023 and concluded in July 2023. After ceasing operations with Marsprotocol, we initiated our native staking operations
with MarsLand in August 2023. In the first quarter of 2024, we concluded our operations with MarsLand and initiated our native staking
operations with Figment. Since December 31, 2024, all of native staking operations are with Figment.

For the liquid staking business, the Company has
deployed ETH into Portara protocol (formerly known as Harbour) supported by liquid staking solution provider under the consortium of Blockdaemon
and Stakewise, and Liquid Collective protocol supported by Coinbase. By staking, we receive receipt tokens for the ETH staked which could
be redeemed to ETH or can be traded or collateralized elsewhere, at any time. In addition, we receive rETH-h for rewards earned from Portara
protocol. With the introduction of staked ETH withdrawals in April 2023, we have reassessed our Ethereum network staking approaches, weighing
the advantages of traditional staking against liquid staking solutions. The withdrawal feature in native staking, coupled with yields
that are on par with those of liquid staking, has encouraged us to expand our collaborations with other service providers in this domain.
As a result, we terminated all liquid staking activities with StakeWise in the third quarter of 2023, reclaiming all staked Ethereum along
with the accumulated rewards. In the first quarter of 2024, we ceased our liquid staking activities with Liquid Collective protocol and
reclaimed all our staked Ethereum. In July 2025, we resumed liquid staking through the Liquid Collective protocol with 5,120 ETH. Subsequently,
we ceased our liquid staking activities with Liquid Collective protocol in October 2025.

In the first quarter of 2024, the Company has
restaked 3,008 ETH into EigenLayer, a protocol built on Ethereum that enables restaking of the already-staked ETH, through Figment. To
mitigate potential risks, we restake our ETH without delegating to any operator and the Company received 33,568 EigenLayer in the fourth
quarter of 2024 from this restaking activity. As of the date of this report, the reward earned in 2025 from this restaking activity is
not significant.  

For the year ended December 31, 2025, we earned
1,988.8 ETH and 52.9 ETH in native staking and in liquid staking, respectively. For the year ended December 31, 2025, we recognized revenues
of $6,827,567 and $218,703 from native staking and liquid staking, respectively.

For the year ended December 31, 2024, we earned
565.1 ETH and 1.3 ETH in native staking and in liquid staking, respectively. For the year ended December 31, 2024, we recognized
revenues of $1,815,373 and $4,503 from native staking and liquid staking, respectively.

Our revenues from ETH native staking increased
by $5,012,194, or 276.1%, to $6,827,567 for the year ended December 31, 2025 from $1,815,373 for the year ended December 31, 2024. The
increase was primarily due to an increase of 1,423.7 ETH earned from staking services and the increase in the average price of ETH for
the year ended December 31, 2025 compared to the year ended December 31, 2024.

Our revenues from ETH liquid staking increased
by $214,200, or 4,756.8%, to $218,703 for the year ended December 31, 2025 from $4,503 for the year ended December 31, 2024. The increase
was due to the resume of liquid staking activities in the third quarter of 2025; however, such activities were subsequently discontinued in October 2025. 

85

Cost of revenue

We incur cost of revenue from digital asset mining,
cloud services, colocation services, and ETH staking businesses.

The Company’s cost of revenue consists primarily
of direct production costs associated with its core operations, excluding depreciation and amortization, which are separately stated in
the Company’s consolidated statements of operations. Specifically, these costs consist of:

i.

cloud services operations - electricity costs, data center lease expense,
GPU servers lease expense, third-party customer support fees and other relevant costs

ii.

colocation services - electricity costs, lease costs, data center employees’ wage expenses, and other relevant costs

iii.

mining operations - electricity costs, profit-sharing fees and other relevant costs

iv.

ETH staking business - service fee and reward-sharing fees to the service providers.

Cost of revenue - cloud services

For the years ended December 31, 2025 and 2024,
the cost of revenue from cloud services was comprised of the following:

For the Years Ended

December 31,

2025

2024

Electricity costs

$

2,433,451

$

1,007,112

Data center lease expenses

5,410,230

3,558,987

GPU servers lease expenses

14,741,928

13,640,737

Third-party customer support fees

1,124,902

-

Other costs

2,736,843

1,301,416

Total

$

26,447,354

$

19,508,252

Electricity costs. These
expenses were incurred by the data centers for the HPC equipment and were closely correlated with the number of deployed GPU servers.

For the year ended December 31, 2025, electricity costs increased by
$1.4 million, or 142%, compared to the electricity costs incurred for the year ended December 31, 2024. The increase primarily resulted
from an increase in the number of deployed GPU servers.

Data center lease expenses. We entered
into data center lease agreements for fixed monthly recurring costs.

For the year ended December 31, 2025, data center
lease expenses increased by $1.9 million, or 52%, compared to the data center lease expenses incurred for the year ended December 31,
2024. The increase primarily resulted from two additional data center leases entered after the second quarter of 2024.

GPU servers lease expenses. We
entered into GPU servers lease agreements to support our cloud services. The lease payments depends on the usage of the GPU servers.

For the year ended December 31, 2025, GPU servers
lease expenses increased by $1.1 million, or 8%. The increase primarily resulted from a higher utilization of leased GPU servers.

Third-party customer support fees. Beginning in 2025, we engaged a third party to provide customer support
services. For the year ended December 31, 2025, third-party customer support fees were $1.1 million.

86

Cost of revenue - Colocation Services

In the fourth quarter of 2024, we acquired Enovum
which provides colocation services. For the years ended December 31, 2025 and 2024, the cost of revenue from colocation services was comprised
of the following:

For the Years Ended

December 31,

2025

2024

Electricity costs

$

1,438,218

$

188,559

Lease expenses

1,025,851

149,260

Wage expenses

406,787

12,156

Other costs

579,679

140,526

Total

$

3,450,535

$

490,501

Electricity costs. These
expenses were closely correlated with the number of deployed servers hosted by the data center.

For the year ended December 31, 2025, electricity costs increased by
$1.2 million, or 663%, compared to the electricity costs incurred for the year ended December 31, 2024 as we acquired Enovum in the
fourth quarter of 2024.

Lease expenses. These expenses were
incurred by the data center for lease agreement for a fixed monthly recurring cost.

For the year ended December 31, 2025, data center lease expenses increased
by $0.8 million, or 587%, compared to the data center lease expense incurred for the year ended December 31, 2024. We had two and
one-half months data center lease expenses for the year ended December 31, 2024 as we acquired Enovum in the fourth quarter of 2024. 

Wage expenses. These expenses represent
the salaries and benefits of data center employees involved in the operation of our facilities.

For the year ended December 31, 2025, wage expenses increased by $0.4
million, or 3246%, compared to the wage expenses incurred for the year ended December 31, 2024 as we acquired Enovum in the fourth quarter
of 2024.

Cost of revenue - digital asset mining

For the years ended December 31, 2025 and 2024,
the cost of revenue from digital asset mining was comprised of the following:

For the Years Ended

December 31,

2025

2024

Electricity costs

$

15,971,622

$

30,598,881

Profit-sharing fees

3,977,959

9,175,239

Other costs

2,242,764

2,532,892

Total

$

22,192,345

$

42,307,012

Electricity costs. These expenses
were incurred by mining facilities for the miners in operation and were closely correlated with the number of deployed miners.

For the year ended December 31, 2025, electricity
costs decreased by $14.6 million, or 48%, compared to the electricity costs incurred for the year ended December 31, 2024. The decrease
primarily resulted from a decrease in the number of deployed miners.

Profit-sharing fees. We enter into
hosting agreements with certain mining facilities, which included performance fees calculated as a fixed percentage of net profit generated
by the miners. We refer to these fees as profit-sharing fees.

For the year ended December 31, 2025, profit-sharing
fees decreased by $5.2 million, or 57%, compared to profit-sharing fees incurred in the year ended December 31, 2024. The decrease in
profit-sharing fees was primarily due to lower bitcoin production and partially offset by the higher average BTC price for the year ended
December 31, 2025.

87

Cost of revenue - ETH staking

For the year ended December 31, 2025, cost of revenue from ETH staking
business increased by $226,032, or 314%, compared to the cost of revenue incurred for the year ended December 31, 2024. The increase was
primarily driven by an increased number of staked ETH from 21,568 ETH in the year ended December 31, 2024 to 138,263 ETH in the year ended
December 31, 2025.

Depreciation and amortization expenses

For the years ended December 31, 2025 and 2024, depreciation and amortization
expenses were $36.8 million and $32.3 million, respectively, based on an estimated useful life of property, plant, and equipment and intangible
assets. The increase in depreciation and amortization expenses is attributable to additional assets placed in service in 2025, specifically
miner equipment and cloud equipment, resulting in higher expenses being recognized.

Effective January 1, 2025, we changed our estimate of the useful lives
for our cloud service equipment from three to five years. The change was made to better reflect the expected usage patterns and economic
benefits of the assets. Refer to Note 2. Summary of Significant Accounting Policies to our consolidated financial statements.

General and administrative expenses 

For the year ended December 31, 2025, our general
and administrative expenses, totaling $81.0 million, were primarily comprised of professional and consulting expenses of $29.0 million,
shared-based compensation expenses of $20.0 million, salary and bonus expenses of $13.2 million, marketing expenses of $4.6 million, travel
expenses of $1.5 million, and directors and officers insurance expenses of $1.2 million.

For the year ended December 31, 2024, our general
and administrative expenses, totaling $41.5 million, were primarily comprised of shared-based compensation expenses of $9.9 million, salary
and bonus expenses of $9.8 million, professional and consulting expenses of $13.5 million, directors and officers insurance expenses of
$0.9 million, marketing expenses of $1.8 million, and travel expenses of $1.0 million.

(Losses) gains on digital assets

For the year ended December 31, 2025, a loss of
$29.2 million was recognized, primarily attributable to the decrease in the prices of bitcoin and ETH as of December 31, 2025.

For the year ended December 31, 2024, a gain of
$55.7 million was recognized, primarily attributable to the increase in the prices of bitcoin and ETH as of December 31, 2024.

Impairment of digital intangible assets

For the years ended December 31, 2025 and 2024,
the Company recognized impairment losses of $6.0 million and $nil, respectively, on its LsETH holdings, primarily due to the carrying
amount of LsETH exceeded its fair value.

Net loss from disposal of property, plant
and equipment

For the year ended December 31, 2025, the Company
sold 7,900 bitcoin miners for a total consideration of $1.3 million. On the dates of the transaction, the total original cost and accumulated
depreciation of these miners were $9.4 million and $7.6 million, respectively. The Company recognized a loss of $534,776 from the sale
of miners which was recorded in the account of “net loss from disposal of property, plant and equipment”. As of the date of
this report, the Company has collected cash consideration of $0.9 million.

For the year ended December 31, 2025, the Company
wrote off 3 BTC miners during the year, and the Company did not record a loss from the write off as the miners were fully depreciated.

For the year ended December 31, 2025, WhiteFiber sold cloud service
equipment for a total consideration of $1.2 million. On the date of the transaction, the carrying amount of these switches was $1.5 million.
WhiteFiber recognized a loss of $372,993 from the sale which was in the account of “net loss from disposal of property, plant and
equipment”. As of the date of this report, WhiteFiber has collected the cash consideration of $1.2 million.

For the year ended December 31, 2024, the Company
wrote off 19,889 BTC miners during the year, and the Company recorded a loss of $nil resulting from the writing off in the account of
“net (loss) gain from disposal of property and equipment”.

88

Change in fair value of derivative liability

Change in fair value of derivative liability during the years ended
December 31, 2025 and 2024 were $15.7 million and $nil, respectively, related to the conversion feature of the 2030 Convertible Notes
which was originally accounted for separately as a derivative liability.

Other (expense) income, net

For the year ended December 31, 2025, our other
expense, totaling $6.9 million, was primarily comprised of unrealized losses on digital assets held in the fund of $11.1 million, other
miscellaneous loss of $1.8 million and partially offset by the gain on exchange of LsETH of $4.3 million and interest income of $2.1 million.

For the year ended December 31, 2024, our other
income, totaling $5.6 million, was primarily comprised of unrealized gains on digital assets held in the fund of $2.6 million, interest
income of $2.2 million and other miscellaneous income of $1.0 million.

Income tax benefit (expenses)

The following table provides details of income
taxes for the year ended December 31:

For the Years Ended

December 31,

2025

2024

(Loss) income before income taxes

$

(86,936,613

)

$

32,283,977

Provision for (benefit from) income taxes

$

(2,006,955

)

$

3,978,167

Effective tax rate

2.3

%

12.3

%

Tax expense was decreased by $6.0 million comparing to the year ended December 31, 2024 primarily due to the overall
business operation loss, partially offset by nondeductible expenses and unfavorable foreign rate differential in the jurisdictions where
we have major operations and no Global Intangible Low-Taxed Income (“GILTI”) inclusion in 2025.

Our future effective income tax rate depends on
various factors, such as tax legislation, the geographic composition of our pre-tax income, the amount of our pre-tax income as business
activities fluctuate, non-deductible expenses, non-taxable capital gain in certain jurisdiction, change of valuation allowance and the
effectiveness of our tax planning strategies. We also continue to monitor the adoption of Pillar Two relating to the global minimum tax
in each of our tax jurisdictions to evaluate its impact on our effective income tax rate. For the year ended December 31, 2025, we are
not subject to Pillar Two global minimum tax.

For more details on the Company’s tax profile, see Note 17 “Income
Taxes” to our consolidated financial statements.

Net (loss) income and (loss) earnings per share

For the year ended December 31, 2025, our net
loss was $84.9 million, representing a change of $113.2 million from a net income of $28.3 million for the year ended December 31, 2024.

Basic and diluted loss per share was $0.31 and
$0.31 for the year ended December 31, 2025, respectively. Basic and diluted earnings per share was $0.20 and $0.19 for the year ended
December 31, 2024, respectively.

Basic and diluted weighted average number of shares
was 257,881,684 and 257,881,684 for the year ended December 31, 2025, respectively. Basic and diluted weighted average number of
shares was 140,346,322 and 141,507,497 for the year ended December 31, 2024, respectively. 

89

Results of Operations for the Years Ended December
31, 2024 and 2023

The following table summarizes the results of
our operations during the years ended December 31, 2024 and 2023, respectively, and provides information regarding the dollar increase
or (decrease) during period.

For the Years Ended

December 31,

Variance in

2024

2023

Amount

Revenues

Digital asset mining

$

58,591,608

44,240,418

14,351,190

Cloud services

45,727,735

-

45,727,735

Colocation services

1,361,241

-

1,361,241

ETH staking

1,819,876

675,713

1,144,163

Other

550,260

-

550,260

Total revenues

108,050,720

44,916,131

63,134,589

Operating costs and expenses

Cost of revenue (exclusive of depreciation shown below)

Digital asset mining

(42,307,012

)

(29,505,783

)

(12,801,229

)

Cloud services

(19,508,252

)

-

(19,508,252

)

Colocation services

(490,501

)

-

(490,501

)

ETH staking

(72,067

)

(50,802

)

(21,265

)

Depreciation and amortization expenses

(32,311,056

)

(14,426,733

)

(17,884,323

)

General and administrative expenses

(41,508,279

)

(27,668,592

)

(13,839,687

)

Gains on digital assets

55,709,711

-

55,709,711

Realized gain on exchange of digital assets

-

18,789,998

(18,789,998

)

Impairment of digital assets

-

(6,632,437

)

6,632,437

Loss on write-off of deposit to hosting facility

-

(2,041,491

)

2,041,491

Total operating expenses

(80,487,456

)

(61,535,840

)

(18,951,616

)

(Loss) income from operations

27,563,264

(16,619,709

)

44,182,973

Net loss from disposal of property and equipment

(859,083

)

(165,160

)

(693,923

)

Gain from sale of investment security

-

8,220

(8,220

)

Other income, net

5,579,796

3,162,412

2,417,384

Total other income (expense), net

4,720,713

3,005,472

1,715,241

Income (loss) before income taxes

32,283,977

(13,614,237

)

45,898,214

Income tax expenses

(3,978,167

)

(279,044

)

(3,699,123

)

Net income (loss)

$

28,305,810

(13,893,281

)

42,199,091

90

Revenue

We generate revenues from cloud services, colocation
services, digital asset mining, and ETH staking businesses.

Revenue from cloud services

In the fourth quarter of 2023, we initiated WhiteFiber
AI, a new business line to provide cloud services to support generative AI workstreams. The Company commenced the cloud services in January
2024.

Our revenue from cloud services was $45.7 million for
the year ended December 31, 2024. During the three months ended March 31, 2024, the Company issued a service credit of $1.3 million to
the customer as compensation for decreased utilization during the initial deployment period, which included testing and optimization phases.
The Company issued another service credit of $0.6 million to the customer during the three months ended September 30, 2024, as compensation
for decreased utilization.

Revenue from colocation services

In the fourth quarter of 2024, we acquired Enovum which provides customers
with physical space, power, cooling within the data center facility.

Our revenue from colocation services was $1.4
million for the year ended December 31, 2024.

Revenue from digital asset mining

We provide computing power to digital asset mining
pools, and receive consideration in the form of digital assets, the value of which is determined using the market price of the related
digital asset at the time of receipt. By providing computing power to successfully add a block to the blockchain, the Company is entitled
to a fractional share of the digital assets award from the mining pool operator, which is based on the proportion of computing power the
Company contributed to the mining pool to the total computing power contributed by all mining pool participants in solving the current
algorithm.

For the year ended December 31, 2024, we received
949.9 bitcoins from the Foundry USA Pool (“Foundry”) mining pool. As of December 31, 2024, our maximum hash rate was at an
aggregate of 2.6 EH/s for our bitcoin miners. For the year ended December 31, 2024, we recognized revenue of $58.6 million from bitcoin
mining services.

For the year ended December 31, 2023, we received
1,507.3 bitcoins from Foundry USA Pool (“Foundry”) mining pool. As of December 31, 2023, our maximum hash rate was at
an aggregate of 3.9 EH/s for our bitcoin miners. For the year ended December 31, 2023, we recognized revenue of $44.2 million from bitcoin
mining services.

Our revenues from digital asset mining services
increased by $14.4 million, or 32.4%, to $58.6 million for the year ended December 31, 2024 from $44.2 million for the year ended December
31, 2023. The increase was primarily due to a higher average BTC price for the year ended December 31, 2024, compared to the year ended
December 31, 2023, partially offset by a decrease of 557.4 bitcoins generated from our mining business. The higher average BTC price was,
in part, a result of the halving of BTC, which occurred on April 19, 2024.

We expect to continue to opportunistically invest
in miners to increase our hash rate capacity. 

Revenue from ETH staking

During the fourth quarter of 2022, we commenced
ETH staking business, in both native staking and liquid staking.

For the ETH native staking business, we previously
partnered with Blockdaemon, Marsprotocol and MarsLand Global Limited (“MarsLand”). Currently, we stake ETH with Figment, using
network-based smart contracts, on a node for the purpose of validating transactions and adding blocks to the network. Through these contracts,
the Company stakes ETH on nodes for the purpose of validating transactions and adding blocks to the Ethereum blockchain network. The Company
is able to withdraw staked ETH under contracted staking since April 12, 2023 when the announced Shanghai upgrade was completed. In exchange
for staking the ETH and validating transactions on blockchain networks, the Company is entitled to block rewards and transaction fees
for successfully validating or adding a block to the blockchain. These rewards are received by the Company directly from the Ethereum
network and are calculated approximately based on the proportion of the Company’s stake to the total ETH staked by all validators.

91

In the fourth quarter of 2023, the Company terminated
the native staking activities and reclaimed all staked Ethereum with Blockdaemon. Our native staking operations with Marsprotocol commenced
in the first quarter of 2023 and concluded in July 2023. After ceasing operations with Marsprotocol, we initiated our native staking operations
with MarsLand in August 2023. In the first quarter of 2024, we concluded our operations with MarsLand and initiated our native staking
operations with Figment. As of December 31, 2024, all of native staking operations are with Figment.

For the liquid staking business, the Company has
deployed ETH into Portara protocol (formerly known as Harbour) supported by liquid staking solution provider under the consortium of Blockdaemon
and Stakewise, and Liquid Collective protocol supported by Coinbase. By staking, we receive receipt tokens for the ETH staked which could
be redeemed to ETH or can be traded or collateralized elsewhere, at any time. In addition, we receive rETH-h for rewards earned from Portara
protocol. With the introduction of staked ETH withdrawals in April 2023, we have reassessed our Ethereum network staking approaches, weighing
the advantages of traditional staking against liquid staking solutions. The withdrawal feature in native staking, coupled with yields
that are on par with those of liquid staking, has encouraged us to expand our collaborations with other service providers in this domain.
As a result, we terminated all liquid staking activities with StakeWise in the third quarter of 2023, reclaiming all staked Ethereum along
with the accumulated rewards. In the first quarter of 2024, we ceased our liquid staking activities with Liquid Collective protocol and
reclaimed all our staked Ethereum. Since the first quarter of 2024, the Company has no liquid staking activities.

In the first quarter of 2024, the Company has
restaked 3,008 ETH into EigenLayer, a protocol built on Ethereum that enables restaking of the already-staked ETH, through Figment. To
mitigate potential risks, we restake our ETH without delegating to any operator. As of the date of this report, the reward earned from
this restaking activity is not significant.

For the year ended December 31, 2024, we earned
565.1 ETH in native staking and 1.3 ETH in liquid staking, respectively. For the year ended December 31, 2024, we recognized revenues
of $1,815,373 and $4,503 from native staking and liquid staking, respectively.

For the year ended December 31, 2023, we earned
287.0 ETH in native staking and 81.9 ETH/rETH-h in liquid staking, respectively. For the year ended December 31, 2023, we recognized
revenues of $531,702 and $144,011 from native staking and liquid staking, respectively.

Our revenues from ETH native staking increased
by $1,283,671, or 241.4%, to $1,815,373 for the year ended December 31, 2024 from $531,702 for the year ended December 31, 2023. The increase
was primarily due to an increase of 278.1 ETH earned from native staking service and an increase in the average price of ETH for the year
ended December 31, 2024 compared to the year ended December 31, 2023.

Our revenues from ETH liquid staking decreased
by $139,508, or 96.9%, to $4,503 for the year ended December 31, 2024 from $144,011 for the year ended December 31, 2023. The decrease
was due to the termination of liquid staking activities in the first quarter of 2024.

Cost of revenue

We incur cost of revenue from our from digital
asset mining, cloud services, colocation services, and ETH staking businesses.

The Company’s cost of revenue consists primarily
of (i) direct production costs related to mining operations, including electricity costs, profit-sharing fees and other relevant costs,
but excluding depreciation and amortization, which are separately stated in the Company’s consolidated statements of operations,
(ii) direct production costs related to cloud services operations, including electricity costs, datacenter lease expense, GPU servers
lease expense, and other relevant costs, but excluding depreciation and amortization, which are separately stated in the Company’s
consolidated statements of operations, (iii) direct production costs related to colocation services, including electricity costs, lease
costs, wage expenses and other relevant costs and (iv) direct cost related to ETH staking business including service fee and reward-sharing fees to the
service providers.

Cost of revenue - cloud services

For the years ended December 31, 2024 and 2023,
the cost of revenue from cloud services was comprised of the following:

For the Years Ended

December 31,

2024

2023

Electricity costs

$

1,007,112

$

             -

Datacenter lease expenses

3,558,987

-

GPU servers lease expenses

13,640,737

-

Other costs

1,301,416

-

Total

$

19,508,252

$

-

92

Electricity costs. These expenses were
incurred by the data center for the high performance computing equipment and were closely correlated with the number of deployed GPU servers.

For the years ended December 31, 2024 and 2023, electricity costs totaled
$1.0 million and $nil, respectively.

Data center lease expenses. In December
2023, we entered into a data center lease agreement for a fixed monthly recurring cost.

For the years ended December 31, 2024 and 2023, data center lease expenses
totaled $3.6 million and $nil, respectively.

GPU servers lease expenses. In 2023,
we entered into a GPU servers lease agreement to support our cloud services. The lease payment depends on the usage of the GPU servers.

For the years ended December 31, 2024 and 2023, GPU servers lease expenses
totaled $13.6 million and $nil, respectively.

Cost of revenue - Colocation Services

For the years ended December 31, 2024 and 2023,
the cost of revenue from colocation services was comprised of the following:

For the Years Ended

December 31,

2024

2023

Electricity costs

$

188,559

$

               -

Lease expenses

149,260

-

Wage expenses

12,156

Other costs

140,526

-

Total

$

490,501

$

-

Electricity costs. These expenses were
closely correlated with the number of deployed servers hosted by the data center.

For the years ended December 31, 2024 and 2023, electricity costs totaled
$0.2 million and $nil, respectively.

Lease expenses. These expenses were
incurred by the data center for lease agreement for a fixed monthly recurring cost.

Wage expenses. These
expenses represent the salaries and benefits of data center employees involved in the operation of our facilities.

For the years ended December 31, 2024 and 2023, data center lease expenses
totaled $0.1 million and $nil, respectively.

Cost of revenue - digital asset mining

For the years ended December 31, 2024 and 2023,
the cost of revenue from digital asset mining was comprised of the following:

For the Years Ended

December 31,

2024

2023

Electricity costs

$

30,598,881

$

22,277,038

Profit-sharing fees

9,175,239

5,902,205

Other costs

2,532,892

1,326,540

Total

$

42,307,012

$

29,505,783

Electricity costs. These expenses
were incurred by mining facilities for the miners in operation and were closely correlated with the number of deployed miners.

For the year ended December 31, 2024, electricity costs increased by
$8.3 million, or 37.4%, compared to the electricity costs incurred for the year ended December 31, 2023. The increase primarily resulted
from an increase in the number of deployed miners.

Profit-sharing fees. We enter into
hosting agreements with certain mining facilities, which included performance fees calculated as a fixed percentage of net profit generated
by the miners. We refer to these fees as profit-sharing fees.

For the year ended December 31, 2024, profit-sharing
fees increased by $3.3 million, or 55%, compared to profit-sharing fees incurred in the year ended December 31, 2023. The increase in
profit-sharing fees was primarily due to the higher average BTC price for the year ended December 31, 2024, partially offset by a lower
bitcoin production as a result of the halving of BTC, which occurred on April 19, 2024.

93

We expect a proportionate increase in the cost
of revenue as we continue to focus on the expansion and upgrade of our miner fleet.

Cost of revenue - ETH staking business

For the year ended December 31, 2024, cost of
revenue from ETH staking business increased by $21,265, or 42%, compared to the cost of revenue incurred for the year ended December 31,
2023. The increase primarily resulted from increased service costs due to the increased number of staked ETH.

Depreciation and amortization expenses

For the years ended December 31, 2024 and 2023, depreciation and amortization
expenses were $32.3 million and $14.4 million, respectively, based on an increase in estimated useful life of property, plant, and equipment
as discussed in Note 2. Summary of Significant Accounting Policies.

General and administrative expenses 

For the year ended December 31, 2024, our general
and administrative expenses, totaling $41.5 million, were primarily comprised of shared-based compensation expenses of $9.9 million, salary
and bonus expenses of $9.8 million, professional and consulting expenses of $13.5 million, directors and officers insurance expenses of
$0.9 million, marketing expenses of $1.8 million, and travel expenses of $1.0 million.

For the year ended December 31, 2023, our general
and administrative expenses, totaling $27.7 million, were primarily comprised of shared-based compensation expenses of $9.1 million, salary
and bonus expenses of $5.5 million, professional and consulting expenses of $5.4 million, directors and officers insurance expenses of
$1.7 million, marketing expenses of $1.2 million, travel expenses of $0.8 million, and transportation expenses of $0.2 million to relocate
miners.

Gains (losses) on digital assets

For the year ended December 31, 2024, a gain of
$55.7 million was recognized, primarily attributable to the increases in the prices of bitcoin and ETH as of December 31, 2024.

As a result of the adoption of ASU 2023-08 effective
January 1, 2024, digital assets are recorded at fair value, changes in fair value are recognized as part of net income. As described under
the heading “Realized gain on exchange of digital assets”, gains on digital assets for the year ended December 31,
2024 are not comparable to the year ended December 31, 2023.

Realized gain on exchange of digital assets

For the year ended December 31, 2023, we recorded
a gain of $18.8 million from the exchange of 1,811.2 bitcoins and 5,712.4 ETH.

Prior to the adoption of ASU 2023-08, digital
assets were classified as indefinite-lived intangible assets and were measured at cost less impairment. Subsequent increases in digital
asset prices are not allowed to be recorded unless the digital asset is sold, at which point the gain is recognized in “Realized
gain on exchange of digital assets” in the consolidated statements of operations. Accordingly, realized gains (losses) recognized
on digital asset transactions for the year ended December 31, 2024 are not comparable to the year ended December 31, 2023.

Impairment of digital assets

As a result of the adoption of ASU 2023-08 effective
January 1, 2024, impairment of digital assets was no longer recognized.

Impairment of digital assets was $6.6 million
for the year ended December 31, 2023. We utilized the intraday low price of digital assets in the calculation of impairment of digital
assets. For the year ended December 31, 2023, the impairment of $6.6 million was comprised of impairment of $4.5 million and $2.1 million
on bitcoins and ETH, respectively.

Net (loss) gain from disposal of property and
equipment

For the year ended December 31, 2024, the Company
sold 5,606 bitcoin miners for a total consideration of $ 1.2 million. On the dates of the transaction, the total original cost and accumulated
depreciation of these miners were $7.4 million and $5.3 million, respectively. The Company recognized a loss of $850,120 from the sale
of miners which was recorded in the account of “net (loss) gain from disposal of property. As of the date of this report, the Company
has collected the cash consideration of $0.8 million.

94

For the year ended December 31, 2024, the Company
wrote off 19,889 BTC miners during the year, and the Company recorded a loss of $nil resulting from the writing off in the account of
“net (loss) gain from disposal of property and equipment”.

For the year ended December 31, 2023, the Company
wrote off 5,238 BTC miners and 730 ETH miner during the year, and the Company recorded a loss of $0.2 million resulting from the write-off
in the account of “net (loss) gain from disposal of property and equipment”.

Income tax expenses

The following table provides details of income
taxes:

For the Years Ended

December 31,

2024

2023

Income (loss) before income taxes

$

32,283,977

$

(13,614,237

)

Provision for income taxes

3,978,167

279,044

Effective tax rate

12.3

%

(2.0

)%

Tax expense was higher as a percentage of income
before taxes during the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily due to the impact of tax expense
increases by $1.9 million and $1.9 million in year ended December 31, 2024 due to profitable business operations in Iceland and Canada,
respectively.

Our future effective income tax rate depends on
various factors, such as tax legislation, the geographic composition of our pre-tax income, the amount of our pre-tax income as business
activities fluctuate, non-deductible expenses, non-taxable capital gain in certain jurisdictions, change of valuation allowance and the
effectiveness of our tax planning strategies. We also continue to monitor the adoption of Pillar Two relating to the global minimum tax
in each of our tax jurisdictions to evaluate its impact on our effective income tax rate. For the year ended December 31, 2024, we are
not subject to Pillar Two global minimum tax. For more details on the Company’s tax profile, see Note 17. Income Taxes to
our consolidated financial statements.

Net income (loss) and earnings (loss) per share

For the year ended December 31, 2024, our net
income was $28.3 million, representing a change of $42.2 million from a net loss of $13.9 million for the year ended December 31, 2023.

Basic and diluted earnings per share was $0.20
and $0.19 for the year ended December 31, 2024, respectively. Basic and diluted loss per share was $0.16 and $0.16 for the year ended
December 31, 2023, respectively.

Basic and diluted weighted average number of shares
was 140,346,322 and 141,507,497 for the year ended December 31, 2024, respectively. Basic and diluted weighted average number of
shares was 87,534,052 and 87,534,052 for the year ended December 31, 2023, respectively.

95

Discussion of Certain Balance Sheet Items

The following table sets forth selected information
from our consolidated balance sheets as of December 31, 2025 and December 31, 2024. This information should be read together with our
consolidated financial statements and related notes included elsewhere in this report. 

December 31,

December 31,

Variance in

2025

2024

Amount

ASSETS

Current Assets

Cash and cash equivalents

$

118,356,299

$

95,201,335

$

23,154,964

Restricted cash

3,856,819

3,732,792

124,027

Accounts receivable, net

23,921,591

5,267,863

18,653,728

USDC

484,459

411,413

73,046

Digital assets

415,734,409

161,377,344

254,357,065

Net investment in lease – current, net

4,260,877

2,546,519

1,714,358

Loans receivable

400,000

-

400,000

Other current assets, net

26,734,984

28,319,669

(1,584,685

)

Total Current Assets

593,749,438

296,856,935

296,892,503

Non-Current Assets

Loans receivable

-

400,000

(400,000

)

Deposits for property, plant and equipment

52,838,419

39,059,707

13,778,712

Property, plant, and equipment, net

360,243,018

107,302,458

252,940,560

Goodwill

20,145,663

19,383,291

762,372

Intangible Assets, net

12,820,574

13,028,730

(208,156

)

Right-of-use assets

24,654,620

14,967,569

9,687,051

Net investment in lease - non-current, net

9,686,949

6,782,479

2,904,470

Investment securities

69,120,771

30,797,365

38,323,406

Deferred tax asset

2,579,034

89,246

2,489,788

Other non-current assets, net

28,579,646

9,579,884

18,999,762

Total Non-Current Assets

$

580,668,694

$

241,390,729

$

339,277,965

Total Assets

$

1,174,418,132

$

538,247,664

$

636,170,468

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current Liabilities

Accounts payable

$

8,874,530

$

3,418,172

$

5,456,358

Current portion of deferred revenue

7,997,054

30,698,458

(22,701,404

)

Current portion of lease liabilities

18,460,194

4,529,291

13,930,903

Income tax payable

1,546,876

1,595,308

(48,432

)

Dividend payable

-

800,000

(800,000

)

Other payables and accrued liabilities

56,067,289

13,985,375

42,081,914

Total Current Liabilities

92,945,943

55,026,604

37,919,339

Non-Current Liabilities

Non-current portion of deferred revenue

71,554,398

73,494

71,480,904

Non-current portion of lease liabilities

5,415,458

9,276,926

(3,861,468

)

Convertible note payable, net

110,290,945

-

110,290,945

Derivative liability

19,260,000

-

19,260,000

Long-term income tax payable

3,196,204

3,196,204

-

Deferred tax liabilities

6,494,382

6,409,915

84,467

Other long-term liabilities

-

785,372

(785,372

)

Total Non-Current Liabilities

$

216,211,387

$

19,741,911

$

196,469,476

Total Liabilities

$

309,157,330

$

74,768,515

$

234,388,815

96

Cash and cash equivalents

Cash and cash equivalents primarily consist of
funds deposited with banks, which are highly liquid and are unrestricted to withdrawal or use. The total balance of cash and cash equivalents
were $118.4 million and $95.2 million as of December 31, 2025 and December 31, 2024, respectively. The increase in the balance of cash
and cash equivalents was a result of net cash of $599.1 million provided by financing activities, partially offset by net cash of $288.9
million used in operating activities, and net cash of $287.4 million used in investing activities.

Restricted cash

Restricted cash represents cash balances that
support outstanding letters of credit to third parties related to security deposits and are restricted from withdrawal. As of December
31, 2025 and December 31, 2024, the fixed maximum amount guaranteed under the letter of credit was $3.9 million and $3.7 million,
respectively.

Accounts receivable, net

Accounts receivable, net consists of amounts
due from our customers. The total balance of accounts receivable, net was $23.9 million and $5.3 million as of December 31, 2025 and
December 31, 2024, respectively. The increase in the balance of accounts receivable is attributable to unpaid invoices from our
customers due to the timing of invoicing and cash collections.

USDC

USD Coin (“USDC”) is accounted for
as a financial instrument; one USDC can be redeemed for one U.S. dollar on demand from the issuer. The balance of USDC was $0.5 million
and $0.4 million as of December 31, 2025 and December 31, 2024, respectively. The small increase in the balance of USDC was primarily
due to the receipt of USDC from sales of other digital assets of $2.3 million and receipt of USDC from other income of $40,100, partially
offset by the payment of USDC for other expenses of $2.3 million.

Digital assets

Digital assets primarily consist of BTC and ETH.
For the year ended December 31, 2025, we earned digital assets from mining services and ETH staking services. We exchanged BTC into ETH
or USDC, exchanged BTC and ETH into cash, or used BTC and ETH to pay certain operating costs and other expenses. Digital assets held are
accounted for as intangible assets measured at fair value, with changes in fair value recorded in net income in each reporting period.

As compared with the balance as of December 31,
2024, the balance of digital assets as of December 31, 2025 increased by $254.4 million, which was primarily attributable to exchange
of cash of $292.7 million into ETH, receipt of ETH from exchange of LsETH of $17.4 million, generation of bitcoins of $27.3 million from
our mining business, generation of ETH of $6.8 million from our native staking business and gain from exchange of BTC to ETH of $69.7
million, partially offset by the change in fair value of $31.6 million, exchange of bitcoins of $57.7 million into cash, the exchange
of ETH of $19.0 million into LsETH, exchange of BTC into USDC of $2.3 million and payment of ETH to investment fund of $47.6 million.

Loans Receivable

Loans receivable consist of a loan issued by the
Company to a third party. The total balance of loans receivable was $0.4 million and $0.4 million as of December 31, 2025 and December
31, 2024, respectively.

Net investment in lease, net

Net investment in lease, net represents the present value of the lease
payments not yet received from lessee. The current and non-current balance of net investment in lease was $4.3 million and $9.7 million,
respectively as of December 31, 2025 due to sales-type lease agreements as a lessor for its cloud service equipment. The current and non-current
balance of net investment in lease was $2.5 million and $6.8 million, respectively as of December 31, 2024. The increase is attributed
to three new sales-type leases entered into during 2025.

97

Other current assets, net

Other current assets, net were $26.7 million
and $28.3 million as of December 31, 2025 and December 31, 2024, respectively. The decrease in the balance of other current
assets was mainly attributable to a decrease in prepayment to third parties of $6.7 million and a decrease in prepayment to consulting
service of $1.4 million, partially offset by an increase in funds held in escrow of $4.0 million, an increase in deposits made to our
service provider of $2.4 million and an increase in deferred contract costs of $1.2 million.

Deposits for property, plant and equipment

The deposits for property, plant and equipment
consists of advance payments for property, plant and equipment. The balance is derecognized once the control of the property, plant and
equipment is transferred to and obtained by us.

Compared with December 31, 2024, the balance as
of December 31, 2025 increased by $13.8 million, mainly due to deposits made for property, plant and equipment of $153.3 million, offset
by the reclassification to property, plant and equipment of $139.5 million as equipment was received and placed into service.

Property, plant, and equipment, net

Property, plant, and equipment primarily consist
of service equipment used in our Cloud services and Colocation businesses, digital asset businesses, internally developed software used in our Cloud services business, and
construction in progress (“CIP”) representing assets received but not yet put into service in our Cloud services and Colocation businesses.

As of December 31, 2025, we had 21,354 bitcoin
miners with net book value of $23.4 million, cloud service computing equipment with a net book value of $109.9 million, property, plant,
and equipment for colocation service with a net book value of $65.6 million, and construction in progress of $157.0 million.

As of December 31, 2024, we had 24,239 bitcoin
miners with net book value of $17.9 million, cloud service computing equipment with a net book value of $47.2 million, property, plant,
and equipment acquired as part of the acquisition of Enovum with a net book value of $16.9 million for colocation service, and construction
in progress of $24.6 million.

Lease right-of-use assets and lease liabilities

As of December 31, 2025, right-of-use assets and
lease liabilities were $24.7 million and $23.9 million, respectively. As of December 31, 2024, the Company’s right-of-use assets
and lease liabilities were $15.0 million and $13.8 million, respectively.

The increase in right-of-use assets of $9.7 million
was due to the addition of a finance lease of $12.7 million for MTL-3 and $1.9 million for other operating leases, partially offset by
the amortization of the right-of-use assets totaling $4.9 million for the year ended December 31, 2025.

The increase in lease liabilities of $10.1 million,
was due to the additional of a finance lease of $13.0 million for MTL-3, and $1.9 million for other operating leases as well as increase
in interest accrued on lease liabilities of $2.3 million offset by the lease payments totaling $7.1 million for the year ended December
31, 2025.

Other non-current assets, net

Other non-current assets, net were $28.6 million as of December 31,
2025, compared to $9.6 million as of December 31, 2024, an increase of $19.0 million. The increase was primarily due to $21.2 million
of deferred contract costs related to commission fees incurred in connection with the execution of the MSA with Nscale.

98

Investment Securities

As of December 31, 2025, our portfolio
consists of investments in three funds, a privately held company via a simple agreement for future equity (“SAFE”), four
privately held companies, and a publicly traded company over which the Company neither has control nor significant influence. The total balance of investment
securities was $69.1 million and $30.8 million as of December 31, 2025, and December 31, 2024, respectively. The increase of $38.3
million in the value of our investment securities was mainly driven by an additional investment of $47.6 million in Innovation Fund
I, an additional investment of $2.0 million in AI Innovation Fund I and an additional investment of $81,950 in Odiot Holding, which
partially offset by downward fair value adjustments of $11.4 million.

Goodwill

Goodwill represents the excess of the purchase price over the fair
value of the net assets acquired in relation of in Enovum acquisition. Refer to Note 4. Acquisitions of our consolidated financial
statements for further information. As of December 31, 2025 and December 31, 2024, the Company recorded goodwill in the amount of
$20.1 million and $19.4 million, respectively, with the change attributable to currency translation adjustments.

Intangible Assets, net

Intangible assets pertain to customer
relationships acquired in connection with the acquisition of Enovum. Refer to Note 4. Acquisitions to our consolidated financial statements for further
information. As of December 31, 2025 and December 31, 2024, the total balance of intangible assets was $12.8 million and
$13.0 million, respectively.

Accounts payable

Accounts payable primarily consists of amounts
due for costs related to our digital asset mining, cloud services, colocation services and ETH staking. Compared with December 31, 2024,
the balance of accounts payable increased by $5.5 million, largely due to the unpaid bills for our digital asset mining, cloud services,
and colocation services in the year ended December 31, 2025.

Deferred revenue

Deferred revenue pertains to prepayments received
from a customer for HPC business.

As of December 31, 2025, the Company’s current and non-current
portion of deferred revenue was $8.0 million and $71.6 million, respectively, compared to $30.7 million and $73,494, respectively, as
of December 31, 2024. The increase in deferred revenue of $48.8 million reflects the recognition of 26.5 million in revenue related to
the successful fulfillment of performance obligations from our HPC services, partially offset by $4.7 million prepayments from customers
for HPC services to be rendered in the future, and $70.6 million in a prepayment from Nscale pursuant to the MSA entered into in November
2025.

Other payables and accrued liabilities

Other payables and accrued liabilities were $56.1 million as of December
31, 2025, compared to $14.0 million as of December 31, 2024, an increase of $42.1 million. The increase was primarily due to a $26.2 million
increase in payables related to construction in progress associated with development work at the NC-1 facility, reflecting increased construction
activity during the period, a $13.7 million increase in commissions payable to real estate brokers in connection with the Nscale MSA and
a $1.6 million increase related to interest expense for convertible notes.

99

Long-term income tax payable

Compared with December 31, 2024, the balance as
of December 31, 2025 did not change as no incremental penalty was accrued on the existing unrecognized tax benefits for the year ended
December 31, 2025. Refer to Note 17. Income Taxes, for more information.

Convertible note payable, net

The convertible note payable relates to the underwriting
agreement entered into by the Company in connection with the issuance of its convertible senior notes. In October 2025, the Company issued
an aggregate principal amount of $150.0 million of 4.00% convertible senior notes due 2030 (the “2030 Notes”), which included
the full exercise by the initial purchasers of their option to purchase up to an additional $15.0 million principal amount of the 2030
Notes. Refer to Note 12. Convertible Notes, for more information.

As of December 31, 2025 and 2024, the carrying
amount of the Company’s convertible note payable was $110.3 million and $nil, respectively.

Derivative liability

Derivative liability relates to the conversion
feature embedded in the 2030 Notes. Refer to Note 13. Fair Value of Financial Instruments, for more information.

As of December 31, 2025 and 2024, the Company
recognized a derivative liability of $19.3 million and $nil, respectively.

Non-GAAP Financial Measures 

In addition to consolidated U.S. GAAP financial
measures, we consistently evaluate our use of and calculation of the non-GAAP financial measures, such as EBITDA and Adjusted EBITDA.
These non-GAAP financial measures have not been calculated in accordance with GAAP and should be considered in addition to results prepared
in accordance with GAAP and should not be considered as a substitute for, or superior to, GAAP results. In addition, EBITDA and Adjusted
EBITDA should not be construed as indicators of our operating performance, liquidity or cash flows generated by operating, investing and
financing activities, as there may be significant factors or trends that they fail to address. We caution investors that non-GAAP financial
information, by its nature, departs from traditional accounting conventions. Therefore, its use can make it difficult to compare our current
results with our results from other reporting periods and with the results of other companies.

EBITDA is computed as net income before interest, taxes, depreciation,
and amortization. Adjusted EBITDA is a financial measure defined as our EBITDA adjusted to eliminate the effects of certain non-cash and/or
non-recurring items that do not reflect our ongoing strategic business operations, which management believes results in a performance
measurement that represents a key indicator of the Company’s core business operations. The adjustments currently include fair value
adjustments such as investment securities value changes and non-cash share-based compensation expenses, in addition to other income and
expense items.

We believe Adjusted EBITDA can be an important
financial measure because it allows management, investors, and our board of directors to evaluate and compare our operating results, including
our return on capital and operating efficiencies, from period-to-period by making such adjustments.

100

Adjusted EBITDA is provided in addition to and
should not be considered to be a substitute for, or superior to net income, the comparable measures under U.S. GAAP. Further, Adjusted
EBITDA should not be considered as an alternative to revenue growth, net income, diluted earnings per share or any other performance measure
derived in accordance with U.S. GAAP, or as an alternative to cash flow from operating activities as a measure of our liquidity. Adjusted
EBITDA has limitations as an analytical tool, and you should not consider such measures either in isolation or as substitutes for analyzing
our results as reported under U.S. GAAP.

Reconciliations of Adjusted EBITDA to the most
comparable U.S. GAAP financial metric for historical periods are presented in the table below: 

For the Years Ended December 31,

2025

2024

2023

Reconciliation of non-GAAP (loss) income from operations:

Net (loss) income

$

(84,929,658

)

$

28,305,810

$

(13,893,281

)

Depreciation and amortization expenses

36,817,348

32,311,056

14,426,733

Interest expense

3,093,461

-

-

Income tax (benefit) expenses

(2,006,955

)

3,978,167

279,044

EBITDA

(47,025,804

)

64,595,033

812,496

Adjustments:

Share-based compensation expenses

25,586,599

9,876,368

9,118,812

Loss on write-off of deposit to hosting facility

-

-

2,041,491

Net loss from disposal of property and equipment

907,769

859,083

165,160

Gain from sale of investment security

(924

)

-

(8,220

)

Change in fair value of derivative liability

(15,749,000

)

-

-

Loss from divesture of a subsidiary

-

978,938

-

Changes in fair value of long-term investments

11,392,238

(3,308,144

)

306,612

Adjusted EBITDA

$

(24,889,122

)

$

73,001,278

$

12,436,351

Liquidity and capital resources

As of December 31, 2025, we had working capital
of $500.8 million which includes USDC of $0.5 million and digital assets of $415.7 million as compared with working capital of $241.8
million as of December 31, 2024. Working capital is the difference between the Company’s current assets and current liabilities.

To date, we have financed our operations primarily
through cash flows from operations, sales of our equity securities and the issuance of convertible notes. We plan to support our future
operations primarily from cash generated from our operations and equity financings. We may also consider debt, including secured debt which may include pledges of our ETH, preferred and convertible
financing on favorable terms.

We believe our existing cash will be sufficient
to fund our anticipated operating cash requirements for at least 12 months following the date of this filing.

In 2024, the Company sold an aggregate of 67,246,628 ordinary shares
in connection with its at-the-market offering pursuant to the F-3 Registration Statement declared effective on May 4, 2022. The Company
received net proceeds of $242.9 million, net of offering costs.

On October 11, 2024, the Company acquired all
of the issued and outstanding capital stock of Enovum Data Centers Corp. in a transaction valued at approximately CAD 62.8 million (approximately
$46.0 million).

101

In the first quarter of 2025, the Company sold
an aggregate of 3,149,887 ordinary shares in connection with the at-the-market offering. The Company received net proceeds of $10.2 million,
net of offering costs.

On April 29, 2025, the Company filed a registration
statement on Form S-3 (No. 333-286841) with the SEC to register up to $500 million of its ordinary shares, preference shares, debt securities,
warrants, units and subscription rights (the “Registration Statement”), which included a sales agreement prospectus covering
the offering, issuance and sale by the Company of up to a maximum aggregate offering price of $500 million of the Company’s ordinary
shares that may be issued and sold under an At The Market Offering Agreement we entered into with H.C. Wainwright & Co., LLC, as sales
agent (as amended from time to time, the “Sales Agreement”). 

In the second quarter of 2025, the Company sold
an aggregate of 25,504,699 ordinary shares in connection with the at-the-market offering pursuant to the Registration Statement. The Company
received net proceeds of $48.3 million, net of offering costs.

In June 2025, the Company completed an underwritten
public offering of its ordinary shares registered under the Registration Statement. In accordance with the terms of the underwriting agreement
entered into with B. Riley Securities, Inc., as representative of the several underwriters, the Company sold 75,000,000 ordinary shares
at a price to the underwriters of $1.90 per share. The Company received net proceeds of approximately $141.6 million, after deducting
the underwriting discount and offering expenses. On July 1, 2025, the underwriters related to this public offering fully exercised their
option to purchase an additional 11,250,000 ordinary shares, resulting in additional net proceeds to the Company of $21.3 million,
after deducting the underwriting discount and offering expenses.

On July 15, 2025, the Company entered into a registered
direct offering with B. Riley Securities, Inc. relating to its ordinary shares. In accordance with the terms of the sales agreement, the
Company agreed to issue and sell 22,000,000 ordinary shares having an aggregate purchase price of $63.6 million, net of offering costs.
The registered direct offering closed on July 15, 2025. The Company has used the net proceeds from the registered direct offering to purchase
Ethereum.

On September 29, 2025, the Company entered into
an underwriting agreement with certain financial institutions (collectively the “Underwriters”), pursuant to which the Company
agreed to sell $135 million aggregate principal amount of its 4.00% Convertible Notes due 2030. Subsequently, the greenshoe option was
exercised under which additional $15 million was sold to the Underwriters, making a total of $150 million aggregate principal amount of
the Convertible Notes. The Convertible Notes closed on October 1, 2025 and will mature on October 1, 2030, unless earlier converted, redeemed
or repurchased in accordance with their terms as stipulated in the Agreement.

On October 31, 2025, the Company filed an automatically
effective shelf registration statement on Form S-3 (File No. 333-291205) with the SEC to register an indeterminate amount of its ordinary
shares, which included a sales agreement prospectus supplement covering the offering, issuance and sale by the Company of up to a maximum
aggregate offering price of up to $2.5 billion of the Company’s ordinary shares that may be issued and sold from time to time pursuant
to the Sales Agreement.

In January 2026, WhiteFiber issued $230.0
million aggregate principal amount of 4.50% convertible senior notes due 2031, resulting in net proceeds of approximately $102.5
million after deducting the Zero Strike Call Premium, initial purchasers’ discounts and estimated offering expenses. The issuance enhances our liquidity and provides additional capital to fund upcoming development projects, including
construction activities and other strategic growth initiatives. The Notes bear interest at 4.50% per annum, payable semiannually
beginning August 1, 2026, and mature on February 1, 2031, unless earlier converted, redeemed, or repurchased. The Notes increase our
long-term indebtedness and will require annual cash interest payments of approximately $10.4 million.

WhiteFiber Iceland ehf., a subsidiary of WhiteFiber, entered into a
secured term loan facility with Landsbankinn hf. in March 2026, providing up to $20 million of available borrowings. The facility bears
interest at a floating rate per annum equal to the sum of (i) three month CME Term SOFR (or any successor benchmark), and (ii) an applicable
margin of 4.25% per annum and has an initial two-year term, extendable up to four years. The loan is guaranteed by WhiteFiber, Inc. and
WhiteFiber AI, Inc.

The Facility allows for up to two drawdowns (minimum $5 million each),
with quarterly principal repayments beginning three months after initial borrowing. As of the issuance date of the financial statements,
no amounts have been drawn under the facility. The Facility is secured by first-ranking security over (i) 100% of WhiteFiber’s shareholding
in WhiteFiber Iceland ehf., (ii) designated assets (including GPU servers, CPU servers, IB switches and equipment accessories) at the
date of the agreement, and (iii) material assets acquired thereafter (to be secured within 60 days), in each case until all obligations
are fully satisfied.

Regardless of our ability to generate revenue
from our high performance computing business, or our Ethereum staking business, we may need to raise additional capital in the form of
equity or debt to fund our operations and pursue our business strategy. The ability to raise funds such as equity, debt or conversion
of digital assets to maintain our operations is subject to many risks and uncertainties and, even if we are successful, future equity
issuances would result in dilution to our existing stockholders and any future debt or debt securities may contain covenants that limit
our operations or ability to enter into certain transactions. Our ability to realize revenue through conversion of digital assets into
cash or fund overhead with digital assets is subject to a number of risks, including regulatory, financial and business risks, many of
which are beyond our control. Additionally, the value of digital asset rewards has historically been extremely volatile, and future prices
cannot be predicted.

If we are unable to generate sufficient revenue
when needed or secure additional funding, it may become necessary to significantly reduce our current rate of expansion or to explore
other strategic alternatives.

102

Cash flows

For the Years Ended December 31,

2025

2024

2023

Net Cash (Used in) Provided by Operating Activities

$

(288,924,437

)

$

(12,986,996

)

$

1,105,588

Net Cash Used in Investing Activities

(287,418,039

)

(149,022,420

)

(69,159,064

)

Net Cash Provided by Financing Activities

599,081,761

242,857,873

52,223,350

Net increase (decrease) in cash, cash equivalents and restricted cash

22,739,285

80,848,457

(15,830,126

)

Effect of exchange rate changes on cash, cash equivalents and restricted cash

539,706

(95,264

)

-

Cash, cash equivalents and restricted cash, beginning of year

98,934,127

18,180,934

34,011,060

Cash, cash equivalents and restricted cash, end of year

$

122,213,118

$

98,934,127

$

18,180,934

Operating Activities

Net cash used in operating activities was $288.9
million for the year ended December 31, 2025, derived mainly from (i) a net loss of $84.9 million for the year ended December 31, 2025
adjusted for depreciation expenses and amortization expense of $36.8 million, loss from disposal of property, plant and equipment of $0.9
million, loss on digital assets of $29.2 million, share based compensation expenses of $24.6 million, changes in fair value of investment
securities $11.4 million, changes in fair value of derivative liability of $15.7 million, current expected credit losses of $0.2 million,
acquisition expense of $1.7 million, digital assets mined of $27.3 million from our mining services, digital assets earned from staking
of $7.0 million, impairment of digital intangible asset of $6.0 million, gains on digital intangible assets of $4.3 million, gain from
sale of investment security of $924 and (ii) net changes in our operating assets and liabilities, principally comprising of a decrease
in digital assets and stable coins of $283.1 million, a decrease in digital intangible assets of $19.1 million, an increase in other current
assets of $5.5 million, a decrease in other non-current assets of $19.0 million, an increase in right-of-use assets of $4.9 million, an
increase in deferred revenue of $48.8 million, a decrease in lease liability of $4.4 million, a decrease in accounts receivable of $18.8
million, an increase in net investment in lease of $3.3 million, an increase in accounts payable of $6.7 million, and an increase in other
payable and accrued liabilities of $18.1 million.

Net cash used in operating activities was $13.0
million for the year ended December 31, 2024, derived mainly from (i) a net income of $28.3 million for the year ended December 31, 2024
adjusted for digital assets mined of $58.6 million from our mining services, depreciation expenses of property and equipment of $32.3
million, and gains on digital assets of $55.7 million, share based compensation expenses of $9.9 million, realized and unrealized gains
on digital assets held within Investment Fund of $2.6 million, and (ii) net changes in our operating assets and liabilities, principally
comprising of an increase in deferred revenue of $17.2 million, an increase in accounts receivable of $4.7 million, an increase in other
payable and accrued liabilities of $4.0 million, a decrease in net investment in lease of $1.3 million, an increase in accounts payable
of $3.5 million, an increase in other current assets of $1.6 million, and an increase in other non-current assets of $0.3 million.

Net cash provided by operating activities was
$1.1 million for the year ended December 31, 2023, derived mainly from (i) net loss of $13.9 million for the year ended December 31,
2023 adjusted for digital assets mined of $44.2 million from our mining services, depreciation expenses of property and equipment of
$14.4 million, gain from exchange of digital assets of $18.8 million, impairment of digital assets of $6.6 million, and share-based compensation
expenses of $9.1 million, and (ii) net changes in our operating assets and liabilities, principally comprising of a decrease in digital
assets and stable coins of $46.9 million as net proceeds from sales of and payments of digital assets and stable coins.

Investing Activities

Net cash used in investing activities was $287.4
million for the year ended December 31, 2025, primarily attributable to purchases of and deposits made for property, plant and equipment
of $285.9 million, cash paid for acquisition of subsidiaries, net of cash acquired of $1.6 million, investment in equity securities of
$2.0 million, and partially offset by proceeds from disposal of property, plant and equipment of $2.1 million.

Net cash used in investing activities was $149.0
million for the year ended December 31, 2024, primarily attributable to purchases of and deposits made for property, plant and equipment
of $94.0 million, cash paid for acquisition of subsidiary of $39.0 million, investment in a SAFE of $1.0 million and investment in two
equity investees of $16.0 million. 

103

Net cash used in investing activities was $69.2
million for the year ended December 31, 2023, primarily attributable to purchases of and deposits made for property and equipment of $66.7
million, investment of $2.2 million in three equity investments, and loans of $0.4 million made to one third party, partially offset by
proceeds of $90 thousand from the divestment of an equity investment.

Financing Activities

Net cash provided by financing activities was
$599.1 million for the year ended December 31, 2025, attributable to net proceeds of $144.3 million from changes in ownership interests
in subsidiary via IPO, net proceeds of $22.2 million from changes in ownership interests in subsidiary via over-allotment option, net
proceeds of $63.4 million from at-the-market offering, net proceeds of $63.5 million from registered direct offering, net proceeds of
$162.9 million from the public offering, net proceeds of $143.7 million from convertible debt, partially offset by the payment of dividends
of $0.8 million and other financing activity of $92,118.

Net cash provided by financing activities was
$242.9 million for the year ended December 31, 2024, attributable to net proceeds of $242.9 million from the at-the-market offering.

Net cash provided by financing activities was
$52.2 million for the year ended December 31, 2023, primarily attributable to the net proceeds of $45.3 million from a direct offering
with Ionic Ventures, an institutional investor, and the net proceeds of $8.6 million from at-the-market offering, partially offset by
the payment of dividends of $1.6 million to a related party preferred shareholder.

Royal Bank of Canada Credit Facility

On June 18, 2025, the Company entered into the
Credit Facility with RBC, to finance its data centers business. The Credit Facility provides up to CAD $60 million (approximately USD
$43.8) in aggregate financing. Proceeds will be used to support the continued buildout of the Company’s HPC data center portfolio.
As of the reporting date, the facility had not yet been authorized for use, as the Company and RBC are negotiating amendments to the existing
agreement, including a potential additional non-revolving term loan of up to CAD $55 million (approximately USD $39.5 million). Of this amount, CAD $24.5 million (approximately USD $17.9 million) will be used to purchase the MTL-3 facility.

Off-Balance Sheet Arrangements

During the years presented, we did not have any
off-balance sheet arrangements.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results
of operations are based upon our consolidated financial statements. These financial statements are prepared in accordance with U.S. GAAP,
which requires the Company to make estimates and assumptions that affect the reported amounts of our assets, liabilities, revenues, and
expenses, to disclose contingent assets and liabilities on the dates of the consolidated financial statements, and to disclose the reported
amounts of revenues and expenses incurred during the financial reporting periods. The most significant estimates and assumptions include,
but are not limited to, the valuation of current assets, useful lives of property, plant, and equipment, impairment of long-lived assets,
intangible assets and goodwill, valuation of assets and liabilities acquired in business combinations, provision necessary for contingent
liabilities and realization of deferred tax assets. We continue to evaluate these estimates and assumptions that we believe to be reasonable
under the circumstances. We rely on these evaluations as the basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. Since the use of estimates is an integral component of the financial reporting process,
actual results could differ from those estimates as a result of changes in our estimates. Some of our accounting policies require higher
degrees of judgment than others in their application. We believe critical accounting policies as disclosed in this release reflect the
more significant judgments and estimates used in preparation of our consolidated financial statements. For a summary of significant accounting
policies, refer to Note 2. Summary of Significant Accounting Policies in our Notes to consolidated financial statements included
elsewhere herein.