American Bitcoin Corp. Income Taxes Disclosure
Note 10. Income taxes
For financial reporting purposes, (loss) income before income taxes includes the following components:
|
|
Years Ended |
|
|||||||||
|
|
December 31, |
|
|||||||||
(in USD thousands) |
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
United States |
|
$ |
(66,364 |
) |
|
$ |
(22,142 |
) |
|
$ |
(10,626 |
) |
Foreign |
|
|
(104,922 |
) |
|
|
515,500 |
|
|
|
31,435 |
|
Discontinued operations |
|
|
— |
|
|
|
(6,404 |
) |
|
|
— |
|
Total |
|
$ |
(171,286 |
) |
|
$ |
486,954 |
|
|
$ |
20,809 |
|
The components of the (provision) benefit for income taxes consists of:
|
|
Years Ended |
|
|||||||||
|
|
December 31, |
|
|||||||||
(in USD thousands) |
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Current |
|
|
|
|
|
|
|
|
|
|||
U.S. Federal |
|
$ |
— |
|
|
$ |
(626 |
) |
|
$ |
(412 |
) |
U.S. State |
|
|
(725 |
) |
|
|
(263 |
) |
|
|
(355 |
) |
Foreign |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Total current |
|
|
(725 |
) |
|
|
(889 |
) |
|
|
(767 |
) |
|
|
|
|
|
|
|
|
|
|
|||
Deferred |
|
|
|
|
|
|
|
|
|
|||
U.S. Federal |
|
$ |
5,354 |
|
|
$ |
207 |
|
|
$ |
165 |
|
U.S. State |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Foreign |
|
|
13,486 |
|
|
|
(58,925 |
) |
|
|
19,406 |
|
Total deferred |
|
|
18,840 |
|
|
|
(58,718 |
) |
|
|
19,571 |
|
|
|
|
|
|
|
|
|
|
|
|||
Discontinued operations |
|
|
|
|
|
|
|
|
|
|||
U.S. Federal |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
U.S. State |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Foreign |
|
|
— |
|
|
|
1,588 |
|
|
|
— |
|
Total discontinued operations |
|
|
— |
|
|
|
1,588 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|||
Total income tax benefit (provision) |
|
$ |
18,115 |
|
|
$ |
(58,019 |
) |
|
$ |
18,804 |
|
Upon adoption of ASU 2023-09, as described in Note 2. Significant accounting policies and recent accounting pronouncements, the reconciliation of the U.S. federal statutory income tax rate to the Company’s effective tax rate for the year ended December 31, 2025 was as follows:
Continuing Operations
|
|
Year Ended |
|
|||||
|
|
December 31, |
|
|||||
|
|
2025 |
|
|||||
(in USD thousands, and in percentages) |
|
Amount |
|
|
Rate |
|
||
US Federal Statutory Rate |
|
$ |
35,970 |
|
|
|
21.0 |
% |
State and Local Income Taxes, Net of Federal Income Tax Benefit (1) |
|
|
(725 |
) |
|
|
(0.4 |
)% |
Foreign Tax Effects |
|
|
|
|
|
|
||
Canada |
|
|
|
|
|
|
||
Statutory tax rate difference between Canada and United States |
|
|
(6,295 |
) |
|
|
(3.7 |
)% |
Non-taxable (non-deductible) portion of (gains) losses on digital assets |
|
|
(6,408 |
) |
|
|
(3.7 |
)% |
Loan on digital assets |
|
|
3,776 |
|
|
|
2.2 |
% |
Provincial taxes |
|
|
357 |
|
|
|
0.2 |
% |
Other |
|
|
24 |
|
|
|
0.0 |
% |
Effect of Cross-Border Tax Laws |
|
|
|
|
|
|
||
Subpart F Income |
|
|
7,379 |
|
|
|
4.3 |
% |
Changes in Valuation Allowances |
|
|
(16,161 |
) |
|
|
(9.4 |
)% |
Nontaxable or Nondeductible Items |
|
|
|
|
|
|
||
Other |
|
|
(158 |
) |
|
|
(0.1 |
)% |
Other deferred adjustments |
|
|
(4,998 |
) |
|
|
(2.9 |
)% |
Initial ASIC miner asset contribution in investment |
|
|
5,354 |
|
|
|
3.1 |
% |
Effective Tax Rate |
|
$ |
18,115 |
|
|
|
10.6 |
% |
The reconciliation of the U.S. federal statutory income tax rate to the Company’s effective tax rate for the years ended December 31, 2024 and December 31, 2023, respectively, in accordance with the guidance prior to the adoption of ASU 2023-09 was as follows:
|
|
Years Ended |
|
|||||||||||||
|
|
December 31, |
|
|||||||||||||
(in USD thousands, and in percentages) |
|
2024 |
|
|
2023 |
|
||||||||||
Tax benefit (provision) computed at the federal statutory rate |
|
$ |
(103,607 |
) |
|
|
21.0 |
% |
|
$ |
(4,370 |
) |
|
|
21.0 |
% |
State taxes, net of federal tax benefit(1) |
|
|
3,263 |
|
|
|
(0.7 |
)% |
|
|
723 |
|
|
|
(3.5 |
)% |
Permanent differences |
|
|
3,317 |
|
|
|
(0.7 |
)% |
|
|
2,600 |
|
|
|
(12.5 |
)% |
Stock based compensation |
|
|
364 |
|
|
|
(0.1 |
)% |
|
|
(677 |
) |
|
|
3.3 |
% |
Foreign earnings taxed at a higher rate |
|
|
49,214 |
|
|
|
(10.0 |
)% |
|
|
2,744 |
|
|
|
(13.2 |
)% |
Return to provision adjustments |
|
|
(3,276 |
) |
|
|
0.7 |
% |
|
|
2,077 |
|
|
|
(10.0 |
)% |
Subpart F income |
|
|
(69,779 |
) |
|
|
14.1 |
% |
|
|
(27,069 |
) |
|
|
130.1 |
% |
Change in valuation allowance |
|
|
60,871 |
|
|
|
(12.3 |
)% |
|
|
42,818 |
|
|
|
(205.8 |
)% |
Other items |
|
|
26 |
|
|
|
(0.0 |
)% |
|
|
(42 |
) |
|
|
0.2 |
% |
Effective tax rate |
|
$ |
(59,607 |
) |
|
|
12.1 |
% |
|
$ |
18,804 |
|
|
|
(90.4 |
)% |
(1) State taxes in Florida and Texas for 2025 made up the majority (greater than 50%) of the tax effect in this category.
Discontinued Operations
|
|
Years Ended |
|
|||||||||||||||||||||
|
|
December 31, |
|
|||||||||||||||||||||
(in USD thousands, and in percentages) |
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||||||||||||||
Tax benefit (provision) computed at the federal statutory rate |
|
$ |
— |
|
|
|
— |
% |
|
$ |
1,347 |
|
|
|
21.00 |
% |
|
$ |
— |
|
|
|
— |
% |
Foreign earnings taxed at a higher rate |
|
|
— |
|
|
|
— |
|
|
|
241 |
|
|
|
3.75 |
% |
|
|
— |
|
|
|
— |
|
Effective tax rate |
|
$ |
— |
|
|
|
— |
% |
|
$ |
1,588 |
|
|
|
24.75 |
% |
|
$ |
— |
|
|
|
— |
% |
The following table summarizes the components of deferred tax assets and deferred tax liabilities:
Continued Operations
|
|
December 31, |
|
|||||
(in USD thousands) |
|
2025 |
|
|
2024 |
|
||
Deferred tax assets |
|
|
|
|
|
|
||
Finance and operating lease obligation |
|
$ |
39,562 |
|
|
$ |
— |
|
Net operating loss carryforwards |
|
|
56,808 |
|
|
|
23,485 |
|
Capital tax losses carried forward |
|
|
— |
|
|
|
5,341 |
|
Interest |
|
|
— |
|
|
|
6,305 |
|
Stock based compensation |
|
|
— |
|
|
|
2,014 |
|
Accrued expenses |
|
|
— |
|
|
|
3,215 |
|
Impairment loss |
|
|
— |
|
|
|
12,972 |
|
Property and equipment, net |
|
|
— |
|
|
|
18,091 |
|
Digital assets |
|
|
24,081 |
|
|
|
|
|
Total deferred tax assets |
|
$ |
120,451 |
|
|
$ |
71,423 |
|
|
|
|
|
|
|
|
||
Deferred tax liabilities |
|
|
|
|
|
|
||
Property and equipment, net |
|
$ |
(70,909 |
) |
|
$ |
— |
|
Operating lease right-of-use asset |
|
|
(35,004 |
) |
|
|
— |
|
Digital assets |
|
|
— |
|
|
|
(73,873 |
) |
Capital loan |
|
|
(81 |
) |
|
|
— |
|
Revaluation of derivative asset |
|
|
(7,446 |
) |
|
|
— |
|
Subpart F income |
|
|
— |
|
|
|
(91,195 |
) |
Derivatives |
|
|
— |
|
|
|
(1,598 |
) |
Total deferred tax liabilities |
|
$ |
(113,440 |
) |
|
$ |
(166,666 |
) |
|
|
|
|
|
|
|
||
Valuation allowance |
|
$ |
(7,011 |
) |
|
$ |
52,663 |
|
|
|
|
|
|
|
|
||
Total net deferred tax asset/(liability) |
|
$ |
— |
|
|
$ |
(42,580 |
) |
Discontinued Operations
|
|
December 31, |
|
|||||
(in USD thousands) |
|
2025 |
|
|
2024 |
|
||
Deferred tax assets |
|
|
|
|
|
|
||
Capital tax losses carried forward |
|
$ |
— |
|
|
$ |
— |
|
Operating tax losses carried forward |
|
|
— |
|
|
|
819 |
|
Property and equipment, net |
|
|
— |
|
|
|
769 |
|
Total deferred tax assets |
|
$ |
— |
|
|
$ |
1,588 |
|
|
|
|
|
|
|
|
||
Deferred tax liabilities |
|
|
|
|
|
|
||
Goodwill |
|
$ |
— |
|
|
$ |
— |
|
Total deferred tax liabilities |
|
$ |
— |
|
|
$ |
— |
|
|
|
|
|
|
|
|
||
Valuation allowance |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
||
Total net deferred tax liability |
|
$ |
— |
|
|
$ |
1,588 |
|
Upon adoption of ASU 2023-09, as described in Note 2. Summary of significant accounting policies and recent accounting pronouncements, cash paid for income taxes, net of refunds, during the year ended December 31, 2025 was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended |
|
|
|
(in USD thousands) |
|
|
|
December 31, 2025 |
|
|
|
U.S. Federal |
|
|
|
$ |
— |
|
|
U.S. State: |
|
|
|
|
|
|
|
New York |
|
|
|
|
6 |
|
|
Total U.S. State |
|
|
|
|
6 |
|
|
Foreign |
|
|
|
|
— |
|
|
Cash paid for income taxes (net of refunds) |
|
|
|
$ |
6 |
|
|
Deferred tax assets and liabilities are computed by applying the federal and state income tax rates in effect to the gross amounts of temporary differences and other tax attributes, such as net operating loss carryforwards. In assessing if the deferred tax assets will be realized, the Company considers whether it is more likely than not that some or all of these deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which these deductible temporary differences reverse.
For financial reporting purposes, the Company has incurred a loss from its U.S. operations in each period since its inception. Based on all available evidence, including the Company’s history of losses, management believes it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, the Company provided for a full valuation allowance against its net deferred tax assets for the year ended December 31, 2025.
The Company does not have any unrecognized tax benefits.
There are no significant matters determined to be unrecognized tax benefits taken or expected to be taken in a tax return, in accordance with ASC 740, which clarifies the accounting for uncertainty in income taxes recognized in the financial statements, that have been recorded on the Company’s Combined Financial Statements for the years ended December 31, 2025, 2024, and 2023.
The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates on a calendar year basis. As of December 31, 2025, the Company had U.S. Federal net operating loss ("NOLs") carryforwards of $270.5 million. These NOLs are carried over indefinitely but utilization is subject to an 80% taxable income limitation.
These carryforwards may be subject to an annual limitation under Section 382 and 383 of the Internal Revenue Code of 1986, and similar state provisions if the Company experienced one or more ownership changes that would limit the amount of NOL and tax credit carryforwards that can be utilized to offset future taxable income and tax, respectively. In general, an ownership change, as defined by Sections 382 and 383, results from transactions increasing ownership of certain stockholders or public groups in the stock of the corporation by more than 50 percentage points over a three-year period. The Company has not completed an IRC Section 382/383 analysis. If a change in ownership were to have occurred, NOL and tax credit carryforwards could be eliminated or restricted. If eliminated, the related asset would be removed from the deferred tax asset schedule with a corresponding reduction in the valuation allowance. Due to the existence of the valuation allowance, limitations created by future ownership changes, if any, will not impact the Company’s effective tax rate.
As of December 31, 2025, there are currently no U.S. federal or state income tax audits in progress for the Company.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 27, 2026 | Showing above |
| 2024 | Mar 31, 2025 | |
| 2023 | Apr 1, 2024 | |
| 2022 | Mar 21, 2023 | |
| 2020 | Sep 29, 2020 | |
| 2019 | Sep 23, 2019 | |
About Income Taxes Disclosures
The income tax disclosure reveals how much a company actually pays in taxes versus what the statutory rate would predict. Analysts focus on the effective tax rate (ETR) reconciliation, which breaks down every item driving the gap between the 21% federal rate and the company's reported ETR — including R&D credits, foreign rate differentials, and state taxes. Deferred tax assets (DTAs) and their valuation allowances signal management's confidence in future profitability: a rising allowance suggests the company doubts it can use accumulated tax benefits. Uncertain tax benefit (UTB) reserves quantify exposure to IRS challenges on aggressive positions.
Key signals to watch: sudden ETR drops without clear operational reasons, large increases in valuation allowances, growing UTB balances, and significant unremitted foreign earnings. Post-TCJA, pay attention to GILTI and BEAT provisions that affect multinational tax structures. Compare the cash taxes paid (from the cash flow statement) against the income tax provision to gauge earnings quality.