QMLS
QMLSCIK 0002084026
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10-Q/A
Filed Aug 28, 2026
· Period ending Jun 30, 2026
Summary not yet generated.
8-K
Filed Aug 25, 2026
· Period ending Aug 25, 2026
Summary not yet generated.
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10-Q
Filed Aug 25, 2026
· Period ending Jun 30, 2026
Summary not yet generated.
8-K
Filed Aug 17, 2026
· Period ending Aug 17, 2026
Summary not yet generated.
8-K
Filed Jul 16, 2026
· Period ending Jul 14, 2026
Summary not yet generated.
424B4
Filed Jul 15, 2026
Summary not yet generated.
8-K
Filed Jul 14, 2026
· Period ending Jul 14, 2026
Summary not yet generated.
S-1/A
Filed Jul 1, 2026
Summary not yet generated.
S-1/A
Filed Jun 29, 2026
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S-1/A
Filed Jun 10, 2026
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S-1
Filed Dec 31, 2025
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Latest financial statements
From 10-Q/A filed Aug 28, 2026 (period ending Jun 30, 2026). As printed on the EDGAR/iXBRL face — not generated by the model.
Condensed Consolidated Statements of Operations (Unaudited)
| Description | Three months ended June 30, 2026 | Three months ended June 30, 2025 | Six months ended June 30, 2026 | Six months ended June 30, 2025 |
|---|---|---|---|---|
| Revenue | ||||
| Revenue from cryptocurrency mining | 410,081 | 148,038 | 779,060 | 295,839 |
| Revenue from mining hosting services | 693,778 | 1,625,701 | 1,642,205 | 3,349,152 |
| Revenue from compute power | 5,608,946 | 1,311,700 | 7,711,458 | 1,311,700 |
| Total revenue | 6,712,805 | 3,085,439 | 10,132,723 | 4,956,691 |
| Costs and expenses | ||||
| Cost of revenue | 2,242,402 | 1,386,374 | 4,378,199 | 2,601,468 |
| General and administrative expenses | 4,342,620 | 2,454,605 | 8,250,275 | 3,263,676 |
| Sales and marketing expenses | 916,220 | 366,093 | 1,152,572 | 664,293 |
| Depreciation and amortization expense | 6,882,154 | 1,059,900 | 9,548,999 | 1,537,948 |
| Total costs and expenses | 14,383,396 | 5,266,972 | 23,330,045 | 8,067,385 |
| Operating loss | (7,670,591) | (2,181,533) | (13,197,322) | (3,110,694) |
| Other income (expenses) | ||||
| Income from equity method investments | — | 629,816 | 21,994 | 864,320 |
| Gain on sale of equity method investments | — | — | 12,569,661 | — |
| Gain on remeasurement of investment in TCM | — | 14,549,536 | — | 14,549,536 |
| Change in fair value of warrant liability | — | — | (1,585,838) | (692,103) |
| Change in fair value of digital assets | — | 85,756 | — | 37,984 |
| Change in fair value of convertible note | 2,380,000 | — | 2,380,000 | — |
| Change in fair value of additional convertible notes option | 3,850,850 | — | 3,850,850 | — |
| Gain on sale of property and equipment | 1,034 | — | 36,298 | — |
| Loss on issuance of convertible note | (19,241,000) | — | (73,881,850) | — |
| Loss on extinguishment of debt | — | (71,094) | — | (153,834) |
| Other income (expense), net | (113,905) | (7,527) | (187,750) | 26,954 |
| Interest expense, net | (2,045,748) | (601,260) | (2,584,024) | (940,946) |
| Total other income (expenses), net | (15,168,769) | 14,585,227 | (59,380,659) | 13,691,911 |
| Income (loss) before income tax expense | (22,839,360) | 12,403,694 | (72,577,981) | 10,581,217 |
| Income tax expense (benefit) | (63,154) | 285,120 | (185,064) | 285,120 |
| Net income (loss) | (22,776,206) | 12,118,574 | (72,392,917) | 10,296,097 |
| Net income (loss) in non-controlling interests | 100,128 | — | (150,711) | — |
| Net income (loss) attributable to common shareholders | (22,876,334) | 12,118,574 | (72,242,206) | 10,296,097 |
| Net income (loss) per share, basic | (0.72) | 0.71 | (2.28) | 0.66 |
| Net income (loss) per share, diluted | (0.72) | 0.46 | (2.28) | 0.43 |
| Weighted-average common stock outstanding, basic | 31,740,634 | 16,983,356 | 31,680,098 | 15,500,358 |
| Weighted-average common stock outstanding, diluted | 31,740,634 | 26,486,792 | 31,680,098 | 24,239,377 |
Condensed Consolidated Balance Sheet (Unaudited)
| Description | June 30, 2026 (unaudited) | December 31, 2025 |
|---|---|---|
| ASSETS | ||
| Current assets: | ||
| Cash | 19,967,188 | 11,712,493 |
| Restricted cash | 19,925,104 | — |
| Accounts receivable, net of allowance for credit losses of $365,133 and $2,263 as of June 30, 2026 and December 31, 2025, respectively | 11,058,423 | 57,889 |
| Prepaid expenses and other current assets | 2,253,755 | 1,134,851 |
| Total current assets | 53,204,470 | 12,905,233 |
| Property and equipment, net | 44,006,002 | 12,502,886 |
| Operating right-of-use assets, net | 1,374,332 | 1,438,970 |
| Finance right-of-use assets, net | 47,919,004 | 6,996,077 |
| Equity method investments | — | 4,227,130 |
| Investment in equity securities | 1,000,000 | — |
| Deposits on power equipment | 26,022,880 | 13,622,641 |
| Goodwill | 31,416,827 | 31,416,827 |
| Intangible assets, net | 7,227,864 | 7,268,513 |
| Other assets | 2,830,837 | 1,356,216 |
| Total assets | 215,002,216 | 91,734,493 |
| LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) | ||
| Current liabilities: | ||
| Accounts payable | 7,546,971 | 1,248,175 |
| Dividend payable | 359,188 | 359,188 |
| Accrued expenses and other current liabilities | 4,676,188 | 2,833,337 |
| Deferred revenue | 30,460,939 | — |
| Current portion of notes payable | 1,158,583 | 1,684,554 |
| Current portion of notes payable related party | 2,000,000 | 3,848,915 |
| Current portion of USD.AI protocol loans | 6,892,685 | — |
| Operating lease liabilities current portion | 106,795 | 97,463 |
| Finance lease liabilities current portion | 13,067,517 | 1,645,069 |
| Deferred tax liability | 238,317 | 423,381 |
| Total current liabilities | 66,507,183 | 12,140,082 |
| Long-term notes payable, net of current portion | 5,917,155 | 6,241,948 |
| Operating lease liabilities | 1,459,005 | 1,497,549 |
| Finance lease liabilities | 32,708,652 | 5,179,828 |
| Warrant liability | 2,968,793 | 1,382,955 |
| Additional convertible notes option liability | 38,721,000 | — |
| USD.AI protocol loans, net of current portion | 12,020,692 | — |
| Convertible note payable | 55,481,000 | — |
| Total long-term liabilities | 149,276,297 | 14,302,280 |
| Total liabilities | 215,783,480 | 26,442,362 |
| Commitments and contingencies (Note 24) | ||
| Shareholders’ Equity (Deficit) | ||
| Common stock no par value; 500,000,000 shares authorized, 31,727,001 and 31,367,559 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively | 99,393,515 | 93,400,180 |
| Additional paid-in capital | 6,827,270 | 6,318,290 |
| Accumulated deficit | (109,788,460) | (37,546,254) |
| Total shareholders’ equity (deficit) attributable to QumulusAI shareholders | (3,567,675) | 62,172,216 |
| Non-controlling interests | 2,786,411 | 3,119,915 |
| Total shareholders’ equity (deficit) | (781,264) | 65,292,131 |
| Total liabilities and shareholders’ equity (deficit) | 215,002,216 | 91,734,493 |
Condensed Consolidated Statements of Cash Flows (Unaudited)
| Description | Six months ended June 30, 2026 | Six months ended June 30, 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 |
Amounts as printed on the EDGAR/iXBRL face. Labels, columns, and figures are the filing face, not a GAAP stencil. Interactive statements & notes on EDGAR ↗