$QMLS

QumulusAI, Inc.

CIK:0002084026|SEC Filings

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025
Revenue
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	0	629,816	21,994	864,320
Gain on sale of equity method investments	0	0	12,569,661	0
Gain on remeasurement of investment in TCM	0	14,549,536	0	14,549,536
Change in fair value of warrant liability	0	0	(1,585,838)	(692,103)
Change in fair value of digital assets	0	85,756	0	37,984
Change in fair value of convertible note	2,380,000	0	2,380,000	0
Change in fair value of additional convertible notes option	3,850,850	0	3,850,850	0
Gain on sale of property and equipment	1,034	0	36,298	0
Loss on issuance of convertible note	(19,241,000)	0	(73,881,850)	0
Loss on extinguishment of debt	0	(71,094)	0	(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	0	(150,711)	0
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 (in dollars per share)	$ (0.72)	$ 0.71	$ (2.28)	$ 0.66
Net income (loss) per share, diluted (in dollars per share)	$ (0.72)	$ 0.46	$ (2.28)	$ 0.43
Weighted-average common stock outstanding, basic (in shares)	31,740,634	16,983,356	31,680,098	15,500,358
Weighted-average common stock outstanding, diluted (in shares)	31,740,634	26,486,792	31,680,098	24,239,377
Revenue from cryptocurrency mining
Revenue
Total revenue	$ 410,081	$ 148,038	$ 779,060	$ 295,839
Revenue from mining hosting services
Revenue
Total revenue	693,778	1,625,701	1,642,205	3,349,152
Revenue from compute power
Revenue
Total revenue	$ 5,608,946	$ 1,311,700	$ 7,711,458	$ 1,311,700

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	6 Months Ended
	Jun. 30, 2026	Jun. 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	0	135,334
Bad debt expense	302,244	0
Amortization of premium on loan receivable	0	(16,281)
Non-cash interest expense	0	6,418
Recovery of credit losses	0	(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)	0
Gain on remeasurement of investment in TCM	0	(14,549,536)
Change in fair value of warrant liability	1,585,838	692,103
Change in fair value of digital assets	0	(37,984)
Change in fair value of convertible note	(2,380,000)	0
Change in fair value of additional convertible notes option	(3,850,850)	0
Change in deferred taxes	(185,064)	285,120
Stock-based compensation	241,809	250,552
Issuance of warrants for services	74,659	0
Issuance of warrants as consideration payable to customer	192,512	0
Gain on sale of property and equipment	(36,298)	0
Loss on issuance of convertible note	73,881,850	0
Loss on extinguishment of debt	0	153,834
Changes in operating assets and liabilities:
Accounts receivable	(11,302,778)	37,057
Due from related party	0	(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	0	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	0
Operating lease liabilities	(29,212)	(30,219)
Intangible assets	(47,833)	(3,600)
Due to related party	0	(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	0
Proceeds from collections of loans receivable	0	285,654
Deposits on mining equipment	0	(313,088)
Deposits on power equipment	(14,146,100)	0
Data center set up costs	(1,474,621)	0
Purchase of equity securities	(1,000,000)	0
Proceeds from sale of U.S. dollar coin	0	391,584
Cash acquired as part of business acquisition	0	2,449,042
Proceeds from sale of equity method investments	16,559,622	0
Distributions from equity method investments	259,163	1,904,000
Distributions to joint venture partners	(182,793)	0
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	0
Proceeds from exercise of warrants	12,501	0
Payment of debt issuance costs	(2,249,000)	0
Proceeds from line of credit, net of issuance costs	20,268,245	0
Repayments of line of credit	(1,386,697)	(299,077)
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	0	0
Cash paid for interest	2,229,681	301,593
Non-cash financing and investing activities
Non-cash contribution to equity method investment	0	115,210
Issuance of Common Stock and Series D Preferred Stock for the acquisition of TCM	0	20,250,013
Exchange of TCM stock options resulting in issuance of stock options in acquisition	0	1,883,955
Issuance of preferred stock upon partial conversion of convertible note	0	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
Nonrelated Party
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of notes payable	(851,845)	(293,104)
Related Party
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of notes payable	(1,849,888)	(453,388)
Repayments of convertible note payable - related party	$ 0	$ (3,226,548)

CONDENSED CONSOLIDATED BALANCE SHEET - USD ($)	Jun. 30, 2026	Dec. 31, 2025
Current assets:
Cash	$ 19,967,188	$ 11,712,493
Restricted cash	19,925,104	0
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	0	4,227,130
Investment in equity securities	1,000,000	0
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
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	0
Current portion of USD.AI protocol loans	6,892,685	0
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	0
USD.AI protocol loans, net of current portion	12,020,692	0
Convertible note payable	55,481,000	0
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
Nonrelated Party
Current liabilities:
Current portion of notes payable	1,158,583	1,684,554
Related Party
Current assets:
Accounts receivable, net of allowance for credit losses of $365,133 and $2,263 as of June 30, 2026 and December 31, 2025, respectively	22,876	26,786
Current liabilities:
Accounts payable	0	42,118
Current portion of notes payable	$ 2,000,000	$ 3,848,915