QumulusAI, Inc 10-Q, filed Aug 25, 2026

QumulusAI, Inc. (QMLS)

10-Q 2026-08-25 For: 2026-06-30

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Added on August 25, 2026

About this 10-Q

QumulusAI, Inc filed this 10-Q on August 25, 2026, covering the quarter ended June 30, 2026.

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Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, no par value per share	QMLS	The Nasdaq Stock Market LLC

Description		Page

PART I—FINANCIAL INFORMATION

Item 1.	Unaudited Condensed Consolidated Financial Statements

	Condensed Consolidated Balance Sheets as of June 30, 2026 (unaudited) and December 31, 2025	1

	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2026 and 2025 (unaudited)	2

	Condensed Consolidated Statements of Shareholders’ Equity (Deficit) for the Three and Six Months Ended June 30, 2026 and 2025 (unaudited)	3

	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025 (unaudited)	4

	Notes to Unaudited Condensed Consolidated Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	39

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	66

Item 4.	Controls and Procedures	66

PART II—OTHER INFORMATION

Item 1.	Legal Proceedings	68

Item 1A.	Risk Factors	68

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	68

Item 3.	Defaults Upon Senior Securities	68

Item 4.	Mine Safety Disclosures	68

Item 5.	Other Information	69

Item 6.	Exhibits	70

SIGNATURES		72

	June 30, 2026			December 31, 2025
	(unaudited)
ASSETS
Current assets:
Cash	$	19,967,188		$	11,712,493
Restricted cash		19,925,104			—
Accounts receivable, net of allowance for credit losses of $365,133 and $2,263 as of June 30, 2026 and December 31, 2025, respectively		11,058,423			57,889
Prepaid expenses and other current assets		2,253,755			1,134,851
Total current assets		53,204,470			12,905,233
Property and equipment, net		44,006,002			12,502,886
Operating right-of-use assets, net		1,374,332			1,438,970
Finance right-of-use assets, net		47,919,004			6,996,077
Equity method investments		—			4,227,130
Investment in equity securities		1,000,000			—
Deposits on power equipment		26,022,880			13,622,641
Goodwill		31,416,827			31,416,827
Intangible assets, net		7,227,864			7,268,513
Other assets		2,830,837			1,356,216
Total assets	$	215,002,216		$	91,734,493

LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	7,546,971		$	1,248,175
Dividend payable		359,188			359,188
Accrued expenses and other current liabilities		4,676,188			2,833,337
Deferred revenue		30,460,939			—
Current portion of notes payable		1,158,583			1,684,554
Current portion of notes payable - related party		2,000,000			3,848,915
Current portion of USD.AI protocol loans		6,892,685			—
Operating lease liabilities - current portion		106,795			97,463
Finance lease liabilities - current portion		13,067,517			1,645,069
Deferred tax liability		238,317			423,381
Total current liabilities		66,507,183			12,140,082
Long-term notes payable, net of current portion		5,917,155			6,241,948
Operating lease liabilities		1,459,005			1,497,549
Finance lease liabilities		32,708,652			5,179,828
Warrant liability		2,968,793			1,382,955
Additional convertible notes option liability		38,721,000			—
USD.AI protocol loans, net of current portion		12,020,692			—
Convertible note payable		55,481,000			—
Total long-term liabilities		149,276,297			14,302,280
Total liabilities		215,783,480			26,442,362

Commitments and contingencies (Note 24)

Shareholders’ Equity (Deficit)
Common stock - no par value; 500,000,000 shares authorized, 31,727,001 and 31,367,559 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively		99,393,515			93,400,180
Additional paid-in capital		6,827,270			6,318,290
Accumulated deficit		(109,788,460	)		(37,546,254	)
Total shareholders’ equity (deficit) attributable to QumulusAI shareholders		(3,567,675	)		62,172,216
Non-controlling interests		2,786,411			3,119,915
Total shareholders’ equity (deficit)		(781,264	)		65,292,131
Total liabilities and shareholders’ equity (deficit)	$	215,002,216		$	91,734,493

	Three Months Ended June 30,						Six Months Ended June 30,
	2026			2025			2026			2025
Revenue
Revenue from cryptocurrency mining	$	410,081		$	148,038		$	779,060		$	295,839
Revenue from mining hosting services		693,778			1,625,701			1,642,205			3,349,152
Revenue from compute power		5,608,946			1,311,700			7,711,458			1,311,700
Total revenue		6,712,805			3,085,439			10,132,723			4,956,691

Costs and expenses
Cost of revenue		2,242,402			1,386,374			4,378,199			2,601,468
General and administrative expenses		4,342,620			2,454,605			8,250,275			3,263,676
Sales and marketing expenses		916,220			366,093			1,152,572			664,293
Depreciation and amortization expense		6,882,154			1,059,900			9,548,999			1,537,948
Total costs and expenses		14,383,396			5,266,972			23,330,045			8,067,385

Operating loss		(7,670,591	)		(2,181,533	)		(13,197,322	)		(3,110,694	)

Other income (expenses)
Income from equity method investments		—			629,816			21,994			864,320
Gain on sale of equity method investments		—			—			12,569,661			—
Gain on remeasurement of investment in TCM		—			14,549,536			—			14,549,536
Change in fair value of warrant liability		—			—			(1,585,838	)		(692,103	)
Change in fair value of digital assets		—			85,756			—			37,984
Change in fair value of convertible note		2,380,000			—			2,380,000			—
Change in fair value of additional convertible notes option		3,850,850			—			3,850,850			—
Gain on sale of property and equipment		1,034			—			36,298			—
Loss on issuance of convertible note		(19,241,000	)		—			(73,881,850	)		—
Loss on extinguishment of debt		—			(71,094	)		—			(153,834	)
Other income (expense), net		(113,905	)		(7,527	)		(187,750	)		26,954
Interest expense, net		(2,045,748	)		(601,260	)		(2,584,024	)		(940,946	)
Total other income (expenses), net		(15,168,769	)		14,585,227			(59,380,659	)		13,691,911

Income (loss) before income tax expense		(22,839,360	)		12,403,694			(72,577,981	)		10,581,217

Income tax expense (benefit)		(63,154	)		285,120			(185,064	)		285,120

Net income (loss)	$	(22,776,206	)	$	12,118,574		$	(72,392,917	)	$	10,296,097

Net income (loss) in non-controlling interests		100,128		$	—			(150,711	)	$	—

Net income (loss) attributable to common shareholders	$	(22,876,334	)	$	12,118,574		$	(72,242,206	)	$	10,296,097

Net income (loss) per share, basic	$	(0.72	)	$	0.71		$	(2.28	)	$	0.66
Net income (loss) per share, diluted	$	(0.72	)	$	0.46		$	(2.28	)	$	0.43

Weighted-average common stock outstanding, basic		31,740,634			16,983,356			31,680,098			15,500,358
Weighted-average common stock outstanding, diluted		31,740,634			26,486,792			31,680,098			24,239,377

	Series A Preferred Stock				Series B Preferred Stock				Series C Preferred Stock				Series D Preferred Stock				Common Stock
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Additional Paid-In Capital		Accumulated Deficit			Total Shareholders’ Equity (Deficit) attributable to QumulusAI shareholders			Non-Controlling Interests			Total Shareholders’ Equity (Deficit)
Balance at January 1, 2026		—	$	—		—	$	—		—	$	—		—	$	—		31,367,559	$	93,400,180	$	6,318,290	$	(37,546,254	)	$	62,172,216		$	3,119,915		$	65,292,131
Issuance of common stock, net of issuance costs		—		—		—		—		—		—		—		—		172,070		1,932,770		—		—			1,932,770			—			1,932,770
Stock-based compensation		—		—		—		—		—		—		—		—		—		—		121,870		—			121,870			—			121,870
Net loss		—		—		—		—		—		—		—		—		—		—		—		(49,365,872	)		(49,365,872	)		(250,839	)		(49,616,711	)
Balance at March 31, 2026		—	$	—		—	$	—		—	$	—		—	$	—		31,539,629	$	95,332,950	$	6,440,160	$	(86,912,126	)	$	14,860,984		$	2,869,076		$	17,730,060
Issuance of common stock, net of issuance costs		—		—		—		—		—		—		—		—		183,205		4,048,064		—		—			4,048,064			—			4,048,064
Issuance of common stock for exercise of warrants		—		—		—		—		—		—		—		—		4,167		12,501		—		—			12,501			—			12,501
Issuance of warrants for services		—		—		—		—		—		—		—		—		—		—		74,659		—			74,659			—			74,659
Issuance of warrants as consideration payable to customer		—		—		—		—		—		—		—		—		—		—		192,512		—			192,512			—			192,512
Capital distributions to joint venture partners		—		—		—		—		—		—		—		—		—		—		—		—			—			(182,793	)		(182,793	)
Stock-based compensation		—		—		—		—		—		—		—		—		—		—		119,939		—			119,939			—			119,939
Net loss		—		—		—		—		—		—		—		—		—		—		—		(22,876,334	)		(22,876,334	)		100,128			(22,776,206	)
Balance at June 30, 2026		—	$	—		—	$	—		—	$	—		—	$	—		31,727,001	$	99,393,515	$	6,827,270	$	(109,788,460	)	$	(3,567,675	)	$	2,786,411		$	(781,264	)

Balance at January 1, 2025		4,713,515	$	5,224,127		5,205,630	$	10,027,471		3,663,841	$	5,990,371		9,089,000	$	9,008,512		12,835,535	$	408,505	$	2,007,227	$	(33,256,873	)	$	(590,660	)	$	—		$	(590,660	)
Issuance of common stock, net of issuance cost		—		—		—		—		—		—		—		—		626,670		1,780,001		—		—			1,780,001			—			1,780,001
Issuance of Preferred Stock		—		—		—		—		—		—		14,000		—		—		—		—		—			—			—			—
Stock-based compensation		—		—		—		—		—		—		—		—		—		—		17,344		—			17,344			—			17,344
Net loss		—		—		—		—		—		—		—		—		—		—		—		(1,822,477	)		(1,822,477	)		—			(1,822,477	)
Balance at March 31, 2025		4,713,515	$	5,224,127		5,205,630	$	10,027,471		3,663,841	$	5,990,371		9,103,000	$	9,008,512		13,462,205	$	2,188,506	$	2,024,571	$	(35,079,350	)	$	(615,792	)	$	—		$	(615,792	)
Issuance of common stock, net of issuance cost		—		—		—		—		—		—		—		—		22,700		117,027		—		—			117,027			—			117,027
Issuance of preferred stock upon partial conversion of convertible note		—		—		—		—		—		—		84,756		164,427		—		—		—		—			164,427			—			164,427
Issuance of Common Stock and Series D Preferred Stock for the acquisition of TCM		—		—		—		—		—		—		1,432,182		3,195,139		2,574,718		17,054,874		—		—			20,250,013			—			20,250,013
Exchange of TCM stock options resulting in issuance of stock options in acquisition		—		—		—		—		—		—		—		—		—		—		1,883,955		—			1,883,955			—			1,883,955
Stock-based compensation		—		—		—		—		—		—		—		—		—		—		233,208		—			233,208			—			233,208
Net income		—		—		—		—		—		—		—		—		—		—		—		12,118,574			12,118,574			—			12,118,574
Balance at June 30, 2025		4,713,515	$	5,224,127		5,205,630	$	10,027,471		3,663,841	$	5,990,371		10,619,938	$	12,368,078		16,059,623	$	19,360,407	$	4,141,734	$	(22,960,776	)	$	34,151,412		$	—		$	34,151,412

	For the Six Months Ended June 30,
	2026			2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(72,392,917	)	$	10,296,097
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization expense		4,967,754			1,537,948
Amortization of loan origination costs		33,883			17,187
Amortization of discount on convertible note		—			135,334
Bad debt expense		302,244			—
Amortization of premium on loan receivable		—			(16,281	)
Non-cash interest expense		—			6,418
Recovery of credit losses		—			(36,921	)
Amortization of right-of-use assets		4,645,883			462,598
Interest expense under finance lease obligations		1,756,748			133,297
Income from equity method investments		(21,994	)		(864,320	)
Gain on sale of equity method investments		(12,569,661	)		—
Gain on remeasurement of investment in TCM		—			(14,549,536	)
Change in fair value of warrant liability		1,585,838			692,103
Change in fair value of digital assets		—			(37,984	)
Change in fair value of convertible note		(2,380,000	)		—
Change in fair value of additional convertible notes option		(3,850,850	)		—
Change in deferred taxes		(185,064	)		285,120
Stock-based compensation		241,809			250,552
Issuance of warrants for services		74,659			—
Issuance of warrants as consideration payable to customer		192,512			—
Gain on sale of property and equipment		(36,298	)		—
Loss on issuance of convertible note		73,881,850			—
Loss on extinguishment of debt		—			153,834
Changes in operating assets and liabilities:
Accounts receivable		(11,302,778	)		37,057
Due from related party		—			(1,590	)
Prepaid expenses and other current assets		(1,163,945	)		(102,410	)
Proceeds from sale of digital assets		102,068			1,438,271
Deposits		—			69,672
Mining of digital assets		(102,068	)		(1,290,847	)
Accounts payable		6,298,796			1,158,630
Accrued expenses		1,842,851			11,192
Deferred revenue		30,460,939			—
Operating lease liabilities		(29,212	)		(30,219	)
Intangible assets		(47,833	)		(3,600	)
Due to related party		—			(547,484	)
Net cash provided by (used in) operating activities		22,305,214			(795,882	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(36,824,254	)		(1,014,539	)
Proceeds from sale of property and equipment		478,164			—
Proceeds from collections of loans receivable		—			285,654
Deposits on mining equipment		—			(313,088	)
Deposits on power equipment		(14,146,100	)		—
Data center set up costs		(1,474,621	)		—
Purchase of equity securities		(1,000,000	)		—
Proceeds from sale of U.S. dollar coin		—			391,584
Cash acquired as part of business acquisition		—			2,449,042
Proceeds from sale of equity method investments		16,559,622			—
Distributions from equity method investments		259,163			1,904,000
Distributions to joint venture partners		(182,793	)		—
Net cash (used in) provided by investing activities		(36,330,819	)		3,702,653

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock, net of issuance costs		5,980,834			1,897,028
Repayments on finance lease obligations		(6,518,746	)		(521,865	)
Proceeds from convertible note payable		28,800,000			—
Proceeds from exercise of warrants		12,501			—
Payment of debt issuance costs		(2,249,000	)		—
Proceeds from line of credit, net of issuance costs		20,268,245			—
Repayments of line of credit		(1,386,697	)		(299,077	)
Repayments of notes payable		(851,845	)		(293,104	)
Repayments of notes payable - related party		(1,849,888	)		(453,388	)
Repayments of convertible note payable - related party		—			(3,226,548	)
Net cash provided by (used in) financing activities		42,205,404			(2,896,954	)

NET CHANGE IN CASH AND RESTRICTED CASH		28,179,799			9,817

CASH AND RESTRICTED CASH, beginning of period		11,712,493			3,970,466

CASH AND RESTRICTED CASH, end of period	$	39,892,292		$	3,980,283

SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for income taxes	$	—		$	—
Cash paid for interest	$	2,229,681		$	301,593

Non-cash financing and investing activities
Non-cash contribution to equity method investment	$	—		$	115,210
Issuance of Common Stock and Series D Preferred Stock for the acquisition of TCM	$	—		$	20,250,013
Exchange of TCM stock options resulting in issuance of stock options in acquisition	$	—		$	1,883,955
Issuance of preferred stock upon partial conversion of convertible note	$	—		$	164,427
Acquisition of right-of-use asset in exchange for lease obligations	$	45,504,172		$	5,820,225
Lease liabilities arising from obtaining right-of-use assets	$	43,713,270		$	6,078,929

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
Customers	2026			2025			2026			2025
Customer A		9	%		35	%		14	%		44	%
Customer B		36	%		38	%		39	%		23	%
Customer C		—	%		11	%		—	%		14	%
Customer D		35	%		—	%		25	%		—	%
Customer E		10	%		—	%		8	%		—	%

	Common		Series D
Total Number of TCM Shares Exchanged		8,505,783		1,577,085
Conversion Ratio		0.9081		0.9081
Fair Value per Share (Controlling Interest)	$	2.21	$	2.23
Fair Value	$	17,054,874	$	3,195,139
Total Fair Value Shares Exchanged	$	20,250,013

Total Number of TCM Shares Held By the Company		8,966,981
Company Fair Value per Share (Non-Controlling)	$	1.92
Fair Value Company’s Investment in TCM	$	17,216,604

Fair Value Replacement Options	$	1,883,955

Total Purchase Price	$	39,350,572

Description	Fair Value
Total purchase price	$	39,350,572
Estimated fair value of assets acquired:
Cash	$	2,441,275
Prepaid expenses		96,029
Property and equipment		7,136,180
Customer relationships		411,700
Trade name		148,080
In-process research & development (“IPR&D”)		6,777,020
Finance right-of-use assets, net		5,820,225
Total assets acquired	$	22,830,509
Estimated fair value of liabilities assumed:
Accounts payable		172,255
Current portion of convertible note payable		1,716,657
Current portion of notes payable - related party		104,713
Accrued expenses and other current liabilities		555,888
Finance lease liabilities		6,078,929
Long-term notes payable, net of current portion		6,268,321
Total liabilities assumed		14,896,763

Goodwill	$	31,416,827

Intangible Assets	Estimated Fair Value		Estimated Useful Life
Customer relationships	$	411,700	4
Trade name		148,080	2
IPR&D		6,777,020	N/A
	$	7,336,800

	Six Months Ended June 30,
	2025
Revenues	$	6,297,770
Net loss		(5,293,476	)
Basic net income (loss) per share – on a pro forma basis (unaudited)	$	(0.11	)
Diluted net income (loss) per share – on a pro forma basis (unaudited)	$	(0.11	)

Description	Level	June 30, 2026		December 31, 2025
Liabilities:
Warrant liability	3	$	2,968,793	$	1,382,955
Convertible note payable	3	$	55,481,000	$	—
Additional convertible notes option liability	3	$	38,721,000	$	—

	Estimated Useful Life (Years)			June 30, 2026			December 31, 2025
Buildings and improvements	10	-	40	$	961,539		$	961,539
Miners	3				9,526,782			9,597,138
Mining related equipment	5				2,074,733			2,074,733
Server equipment	3	-	7		46,541,227			12,146,199
Other equipment and furniture	5	-	7		2,109,719			287,112
					61,214,000			25,066,721
Less: Accumulated depreciation					(18,528,885	)		(13,890,636	)
					42,685,115			11,176,085
Construction in progress					1,320,887			1,326,801
Total property and equipment, net				$	44,006,002		$	12,502,886

	June 30, 2026			December 31, 2025
Balance as of January 1	$	—		$	511,376
Additions of digital assets		102,068			3,568,733
Sales of digital assets		(102,068	)		(4,162,028	)
Change in fair value of digital assets		—			81,919
Ending balance	$	—		$	—

	Estimated Useful Life (Years)	Gross Carrying Amount at June 30, 2026		Accumulated Amortization		Net Book Value at June 30, 2026
Customer relationships	4	$	411,700	$	128,656	$	283,044
Trade name	2		148,080		92,550		55,530
IPR&D	N/A		6,777,020		—		6,777,020
Capitalized Software	N/A		112,270		—		112,270
		$	7,449,070	$	221,206	$	7,227,864

	Estimated Useful Life (Years)	Gross Carrying Amount at December 31, 2025		Accumulated Amortization		Net Book Value at December 31, 2025
Customer relationships	4	$	411,700	$	77,194	$	334,506
Trade name	2		148,080		55,530		92,550
IPR&D	N/A		6,777,020		—		6,777,020
Capitalized Software	N/A		64,437		—		64,437
		$	7,401,237	$	132,724	$	7,268,513

	Future Amortization Expense
2026 (Remaining)	$	88,483
2027		121,435
2028		102,925
2029		25,731
Total	$	338,574

	December 31, 2025
Total assets	$	10,754,967
Total liabilities	$	2,186,787

	June 30, 2026		December 31, 2025
Accrued interest	$	529,293	$	653,783
Sales tax payable		645,496		668,543
Accrued hosting fees		261,220		462,822
Accrued payroll		380,047		255,637
Accrued bonus		984,707		443,558
Other accrued expenses		1,875,425		348,994
Accrued expenses	$	4,676,188	$	2,833,337

	June 30, 2026			December 31, 2025
Note payable with interest at current prime rate, subject to 5% floor, maturing January 2030	$	4,850,282		$	5,437,993
Balloon notes payable with monthly interest payments of 12%, secured by certain specified mining equipment, maturities ranging from 2023 to 2026 - related party		2,000,000			3,849,888
Notes payable with interest ranging from 0% to 1.49%, monthly payments of principal and interest, secured by track loaders, maturing 2027		19,464			62,549
Note payable with variable interest, maturing in April 2028		2,209,930			2,430,979
Unamortized loan origination costs		(3,938	)		(5,992	)
		9,075,738			11,775,417
Less: Current maturities		(3,158,583	)		(5,533,469	)
Notes payable, net of current maturities	$	5,917,155		$	6,241,948

2026 (remaining)	$	2,892,094
2027		1,781,862
2028		2,804,966
2029		1,482,796
2030		117,958
Total	$	9,079,676

	Number of Warrants			Weighted Average Exercise price ($)		Weighted Average Grant-Date Fair Value ($)		Weighted Average Remaining Contractual Life (in Years)
Warrants outstanding as of January 1, 2025		1,439,962			1.02		1.72		2.31
Granted		195,696			9.36		7.83
Exercised		(872,100	)		0.27		1.78
Warrants outstanding as of December 31, 2025		763,558			4.20		3.47		2.94
Granted		91,688			23.15		13.41
Exercised		(4,167	)		3.00		1.97
Warrants outstanding as of June 30, 2026		851,079			6.23		4.52		2.52
Warrants exercisable as of June 30, 2026		776,434			4.42		3.44		2.50

	June 30, 2026			December 31, 2025
Warrant Valuation Assumptions:
Risk-free interest rate	3.9%	-	4.1%	3.5%	-	3.7%
Expected term (years)	2.92	-	3.00	2.83	-	3.42
Expected volatility	89.0%	-	94.0%	117.0%	-	123.0%
Expected dividend yield			—%			—%

	Number of Options			Weighted Average Exercise price ($)			Weighted Average Grant- Date Fair Value ($)			Weighted Average Remaining Contractual Life (in Years)		Aggregate Intrinsic Value
Options outstanding as of January 1, 2025		588,171			1.92			2.04			8.8	$	1,976,425
Granted		693,692			1.79			5.12
Exercised		(54,425	)		(1.93	)		(4.81	)
Canceled		(45,404	)		(0.69	)		(5.08	)
Options outstanding as of December 31, 2025		1,182,034			1.93			3.75			8.7	$	11,611,870
Options outstanding as of June 30, 2026		1,182,034			1.93			3.75			8.2	$	27,103,204
Options exercisable as of June 30, 2026		1,129,595			1.64			2.59			6.1

	June 30, 2025
Option Valuation Assumptions:
Risk-free interest rate	3.9%	-	4.4%
Expected term (years)	0.04	-	5.0
Fair value of underlying common stock	$5.04	-	$5.76
Exercise price	$0.69	-	$9.00
Expected volatility	98.2%	-	123.0%
Expected dividend yield			—%

	For the Three Months Ended June 30,					For the Six Months Ended June 30,
	2026			2025		2026			2025
Numerator
Net income (loss) attributable to common shareholders - basic	$	(22,876,334	)	$	12,118,574	$	(72,242,206	)	$	10,296,097
Interest expense on convertible note		—			—		—			118,339
Net income (loss) attributable to common shareholders - diluted		(22,876,334	)	$	12,118,574		(72,242,206	)	$	10,414,436

Denominator
Weighted average shares of Common Stock outstanding - basic		31,740,634			16,983,356		31,680,098			15,500,358

Dilutive effect of stock options		—			695,616		—			663,209
Dilutive effect of warrants		—			220,150		—			—
Dilutive effect of convertible preferred stock		—			8,046,562		—			7,805,256
Dilutive effect of convertible note		—			541,108		—			270,554

Weighted average shares of Common Stock outstanding - diluted		31,740,634			26,486,792		31,680,098			24,239,377

Net income (loss) per share
Basic	$	(0.72	)	$	0.71	$	(2.28	)	$	0.66
Diluted	$	(0.72	)	$	0.46	$	(2.28	)	$	0.43

	Three Months Ended June 30, 2026
	Bitcoin			HPC			Total Reportable Segments
Revenue from cryptocurrency mining	$	410,081		$	—		$	410,081
Revenue from mining hosting services		693,778			—			693,778
Revenue from compute power		—			5,608,946			5,608,946
Total revenue		1,103,859			5,608,946			6,712,805

Cost of revenue		651,724			1,590,678			2,242,402
Segment gross profit		452,135			4,018,268			4,470,403		(3)

Operating expenses		1,237,032			8,360,454			9,597,486
Segment operating loss		(784,897	)		(4,342,186	)		(5,127,083	)	(2)

Other income (expense)
Gain on sale of property and equipment		—			1,034			1,034
Segment net income (loss) before income tax	$	(784,897	)	$	(4,341,152	)	$	(5,126,049	)	(1)

(1)	Reconciliation of segment net income (loss) before income taxes:
	Unallocated corporate overhead expenses:
	Wages and salaries	$	(660,909	)
	Professional fees		(1,428,803	)
	Other general and administrative expenses		(453,796	)
	Unallocated other income (expense):
	Loss on issuance of convertible note		(19,241,000	)
	Change in fair value of convertible note		2,380,000
	Change in fair value of additional convertible note options		3,850,850
	Other income (expense), net		(113,905	)
	Interest expense, net		(2,045,748	)
	Income before income taxes	$	(22,839,360	)

(2)	Reconciliation of segment operating loss:
	Segment operating loss	$	(5,127,083	)
	Segment other income (expense), net		1,034
	Unallocated corporate overhead expenses		(2,543,508	)
	Unallocated other income (expense), net		(15,169,803	)
	Income before income taxes	$	(22,839,360	)

(3)	Reconciliation of segment gross profit:
	Segment gross profit	$	4,470,403
	Segment operating expenses		(9,597,486	)
	Segment other income (expense), net		1,034
	Unallocated corporate overhead expenses		(2,543,508	)
	Unallocated other income (expense), net		(15,169,803	)
	Income before income taxes	$	(22,839,360	)

	Three Months Ended June 30, 2025
	Bitcoin			HPC			Total Reportable Segments
Revenue from cryptocurrency mining	$	148,038		$	—		$	148,038
Revenue from mining hosting services		1,625,701			—			1,625,701
Revenue from compute power		—			1,311,700			1,311,700
Total revenue		1,773,739			1,311,700			3,085,439

Cost of revenue		1,090,399			295,975			1,386,374
Segment gross profit		683,340			1,015,725			1,699,065		(3)

Operating expenses		1,044,353			1,973,564			3,017,917
Segment operating loss		(361,013	)		(957,839	)		(1,318,852	)	(2)

Other income (expense)
Income from equity method investments		629,816			—			629,816
Gain on remeasurement of investment in TCM		—			14,549,536			14,549,536
Change in fair value of digital assets		85,756			—			85,756
Segment net income (loss) before income tax	$	354,559		$	13,591,697		$	13,946,256		(1)

	Six Months Ended June 30, 2026
	Bitcoin			HPC			Total Reportable Segments
Revenue from cryptocurrency mining	$	779,060		$	—		$	779,060
Revenue from mining hosting services		1,642,205			—			1,642,205
Revenue from compute power		—			7,711,458			7,711,458
Total revenue		2,421,265			7,711,458			10,132,723

Cost of revenue		1,721,323			2,656,876			4,378,199
Segment gross profit		699,942			5,054,582			5,754,524		(3)

Operating expenses		2,661,029			11,571,567			14,232,596

Segment operating loss		(1,961,087	)		(6,516,985	)		(8,478,072	)	(2)

Other income (expense)
Income from equity method investments		21,994			—			21,994
Gain on sale of equity method investments		12,569,661			—			12,569,661
Gain on sale of property and equipment		—			36,298			36,298
Segment net income (loss) before income tax	$	10,630,568		$	(6,480,687	)	$	4,149,881		(1)

	Six Months Ended June 30, 2025
	Bitcoin			HPC			Total Reportable Segments
Revenue from cryptocurrency mining	$	295,839		$	—		$	295,839
Revenue from mining hosting services		3,349,152			—			3,349,152
Revenue from compute power		—			1,311,700			1,311,700
Total revenue		3,644,991			1,311,700			4,956,691

Cost of revenue		2,305,493			295,975			2,601,468
Segment gross profit		1,339,498			1,015,725			2,355,223		(3)

Operating expenses		2,110,690			1,973,564			4,084,254

Segment operating loss		(771,192	)		(957,839	)		(1,729,031	)	(2)

Other income (expense)
Income from equity method investments		864,320			—			864,320
Gain on remeasurement of investment in TCM		—			14,549,536			14,549,536
Change in fair value of digital assets		37,984			—			37,984
Segment net income (loss) before income tax	$	131,112		$	13,591,697		$	13,722,809		(1)

	Operating Lease
2026 (Remaining)		130,080
2027		260,160
2028		260,160
2029		315,160
2030		320,160
Thereafter		998,919
Total minimum lease payments	$	2,284,639
Less: Imputed interest		(718,839	)
Present value of future minimum lease payments	$	1,565,800
Less: Current portion		(106,795	)
Lease liabilities, net of current portion	$	1,459,005

	Finance Lease
2026 (Remaining)		9,298,519
2027		19,982,408
2028		16,891,230
2029		9,026,084
2030		536,660
Total minimum lease payments	$	55,734,901
Less: Imputed interest		(9,958,732	)
Present value of future minimum lease payments	$	45,776,169
Less: Current portion		(13,067,517	)
Lease liabilities, net of current portion	$	32,708,652

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2026		2025		2026		2025
Finance lease cost:
Amortization of ROU assets	$	3,783,212	$	408,629	$	4,581,245	$	408,629
Interest on lease liabilities		1,430,658		133,295		1,756,748		133,295
Total lease cost	$	5,213,870	$	541,924	$	6,337,993	$	541,924

Exhibit No.		Description
3.1		Second Amended and Restated Articles of Incorporation of QumulusAI, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 16, 2026 (File No. 001-43398)).

3.2		Second Amended and Restated Bylaws of QumulusAI, Inc. (incorporated by reference to Exhibit 3.2 to Amendment No. 5 to the Company’s Registration Statement on Form S-1 filed with the SEC on June 10, 2026 (File No. 333-292514)).

4.1		Form of Registration Rights Agreement by and among QumulusAI, Inc. and the undersigned buyers, dated June 2026 (incorporated by reference to Exhibit 4.2 to Amendment No. 5 to the Company’s Registration Statement on Form S-1 filed with the SEC on June 10, 2026 (File No. 333-292514)).

10.1		QumulusAI, Inc. 2026 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 16, 2026 (File No. 001-43398)).

10.2		Form of Non-Employee Director Restricted Stock Unit Award Agreement under the QumulusAI, Inc. 2026 Equity Incentive Plan (incorporated by reference to Exhibit 10.45 to Amendment No. 3 to the Company’s Registration Statement on Form S-1 filed with the SEC on May 1, 2026 (File No. 333-292514)).

10.3		Form of Employee Restricted Stock Unit Award Agreement under the QumulusAI, Inc. 2026 Equity Incentive Plan (incorporated by reference to Exhibit 10.46 to Amendment No. 3 to the Company’s Registration Statement on Form S-1 filed with the SEC on May 1, 2026 (File No. 333-292514)).

10.4		Form of Employee Performance Share Unit Award Agreement under the QumulusAI, Inc. 2026 Equity Incentive Plan (incorporated by reference to Exhibit 10.47 to Amendment No. 3 to the Company’s Registration Statement on Form S-1 filed with the SEC on May 1, 2026 (File No. 333-292514)).

10.5		Form of Employee Incentive Stock Option Award Agreement under the QumulusAI, Inc. 2026 Equity Incentive Plan (incorporated by reference to Exhibit 10.48 to Amendment No. 3 to the Company’s Registration Statement on Form S-1 filed with the SEC on May 1, 2026 (File No. 333-292514)).

10.6		Form of Employee Non-Qualified Stock Option Award Agreement under the QumulusAI, Inc. 2026 Equity Incentive Plan (incorporated by reference to Exhibit 10.49 to Amendment No. 3 to the Company’s Registration Statement on Form S-1 filed with the SEC on May 1, 2026 (File No. 333-292514)).

10.7		Office Lease Agreement between Biltmore Technology Square, LLC and QumulusAI, Inc., dated April 24, 2026 (incorporated by reference to Exhibit 10.27 to Amendment No. 5 to the Company’s Registration Statement on Form S-1 filed with the SEC on June 10, 2026 (File No. 333-292514)).

10.8		Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.39 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 filed with the SEC on February 13, 2026 (File No. 333-292514)).

10.9		Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.57 to Amendment No. 6 to the Company’s Registration Statement on Form S-1 filed with the SEC on June 29, 2026 (File No. 333-292514)).

10.10		QumulusAI Subscription Order Form and General Terms and Conditions dated May 11, 2026 (incorporated by reference to Exhibit 10.61 to Amendment No. 5 to the Company’s Registration Statement on Form S-1 filed with the SEC on June 10, 2026 (File No. 333-292514)).

10.11		Securities Purchase Agreement between QumulusAI, Inc. and each of the investors listed on the Schedule of Buyers attached thereto, dated June 2026 (incorporated by reference to Exhibit 10.65 to Amendment No. 5 to the Company’s Registration Statement on Form S-1 filed with the SEC on June 10, 2026 (File No. 333-292514)).