UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from / to Commission file number 001-39096 GRYPHON DIGITAL MINING, INC. (Exact name of registrant as specified in its charter) | Delaware | 83-2242651 | | --- | --- | | (State ...

Core Points - Gryphon stockholder voting has commenced for a special meeting scheduled on August 27, 2025, regarding a stock-for-stock merger with American Bitcoin Corp, a subsidiary of Hut 8 Corp [1][2][3] - The combined entity will operate under the American Bitcoin brand and is expected to trade on Nasdaq under the ticker symbol "ABTC" [2] - Gryphon stockholders who owned shares as of July 25, 2025, are eligible to vote on the proposed transaction [3] Company Overview - Hut 8 Corp is an energy infrastructure platform focused on integrating power, digital infrastructure, and compute for energy-intensive applications like Bitcoin mining and high-performance computing, managing 1,020 megawatts of energy capacity across 15 sites in the U.S. and Canada [7] - American Bitcoin, a majority-owned subsidiary of Hut 8, specializes in industrial-scale Bitcoin mining and strategic Bitcoin reserve development, leveraging Hut 8's mining operations and infrastructure [8] - Gryphon Digital Mining, Inc. is positioned as an innovative player in the Bitcoin mining sector [9]

Core Viewpoint - The article discusses the investigation by Monteverde & Associates PC into Gryphon Digital Mining, Inc. regarding its reverse merger with American Bitcoin Corp, which will result in American Bitcoin shareholders owning approximately 98% of Gryphon post-transaction, raising questions about the fairness of the deal [1]. Group 1: Company Overview - Monteverde & Associates PC is recognized as a Top 50 Firm in the 2024 ISS Securities Class Action Services Report and has recovered millions for shareholders [1]. - The firm is located in the Empire State Building, New York City, and specializes in class action securities litigation [2]. Group 2: Transaction Details - The reverse merger will lead to American Bitcoin shareholders holding about 98% of Gryphon, while existing Gryphon shareholders will only retain 2% of ownership after the merger [1]. - The article raises concerns about whether this distribution of ownership is fair to existing Gryphon shareholders [1].

Core Viewpoint - American Bitcoin Corp. is set to merge with Gryphon Digital Mining, with the combined entity expected to trade on Nasdaq under the ticker symbol "ABTC" [1][3]. Company Overview - American Bitcoin is a majority-owned subsidiary of Hut 8, focusing on industrial-scale Bitcoin mining and strategic Bitcoin reserve development [5]. - Gryphon Digital Mining is recognized as an innovative venture in the Bitcoin mining sector [6]. Transaction Details - The companies have filed an amended registration statement with the SEC regarding their stock-for-stock merger transaction [2][3]. - The merger is anticipated to close as early as Q3 2025, with the combined company operating under the American Bitcoin brand and led by its management and board [3]. Regulatory Information - The amended registration statement includes a preliminary proxy statement and prospectus related to the proposed transaction [2][10]. - After the registration statement is declared effective, a definitive proxy statement/prospectus will be sent to Gryphon's stockholders for approval of the transaction [10].

OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from / to Commission file number 001-39096 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 GRYPHON DIGITAL MINING, INC. (Exact name of registrant as specified in its charter) | Delaware | 83-2242651 | | --- | --- | | (Stat ...

Group 1 - A company associated with the Trump family, focused on Bitcoin operations, will go public through a merger with Gryphon Digital Mining [1] - The merger will be an all-stock transaction, with the new company retaining the brand of American Bitcoin Corp and expected to list on NASDAQ under the ticker "ABTC" [1] - Following the announcement, Gryphon's stock price surged by 420% in pre-market trading, reaching approximately $1.98 per share [1] Group 2 - Post-merger, existing shareholders of American Bitcoin Corp are expected to hold about 98% of the new company [2] - The new company will be led by the board and management team of American Bitcoin Corp, with Eric Trump continuing as Chief Strategy Officer [2] - The CEO of Hut 8 Corp stated that this transaction marks a significant step for American Bitcoin Corp, enabling it to become a large-scale, low-cost Bitcoin accumulation platform [2]

Positions American Bitcoin to become a publicly traded vehicle for low-cost Bitcoin accumulation at scaleMIAMI, May 12, 2025 /PRNewswire/ -- American Bitcoin Corp. ("American Bitcoin" or the "Company"), a Bitcoin accumulation platform focused on building America's Bitcoin infrastructure backbone, today announced that it has entered into a definitive merger agreement with Gryphon Digital Mining, Inc. (Nasdaq: GRYP) ("Gryphon") pursuant to which Gryphon will acquire American Bitcoin in a stock-for-stock merge ...

Core Viewpoint - Hut 8 Corp. announced a merger agreement for its subsidiary American Bitcoin to go public with Gryphon Digital Mining, aiming to enhance capital markets access and growth potential [1][3]. Company Overview - Hut 8 Corp. operates as an energy infrastructure platform focused on Bitcoin mining and high-performance computing, managing 1,020 megawatts of energy capacity across 15 sites in the U.S. and Canada [7]. - American Bitcoin is a majority-owned subsidiary of Hut 8, dedicated to building Bitcoin infrastructure and leveraging Hut 8's mining operations and capital allocation strategies [8]. Transaction Details - The merger will result in the combined entity operating under the American Bitcoin brand, with a board led by Mike Ho and a management team that includes Eric Trump [2]. - Upon completion, existing stockholders of American Bitcoin will own approximately 98% of the combined company, which is expected to trade on Nasdaq under the ticker symbol "ABTC" [3][2]. - The transaction is anticipated to close as early as Q3 2025 [2]. Strategic Implications - The merger is positioned as a strategic move to scale American Bitcoin as a vehicle for low-cost Bitcoin accumulation, providing direct access to growth capital independent of Hut 8's balance sheet [3]. - Hut 8 will continue to serve as the exclusive infrastructure and operations partner for American Bitcoin, ensuring stable revenue streams through long-term commercial agreements [4].

Financial Performance - Gryphon Digital Mining reported mining revenues of $3.845 million for Q4 2024, an increase from $3.689 million in Q3 2024[9] - The company achieved a net income of $0.4 million in Q4 2024, compared to a net loss of $11.0 million in fiscal 2023[9] - Total revenues for 2024 decreased to $20,539,000 from $21,925,000 in 2023, representing a decline of approximately 6.3%[24] - Mining activities revenue was $20,539,000, while management services revenue was $0 in 2024, compared to $873,000 in 2023[24] - The net loss for 2024 was $21,300,000, an improvement from a net loss of $28,599,000 in 2023, reflecting a decrease of approximately 25.6%[24] - The net loss per share improved to $(0.51) in 2024 from $(0.83) in 2023[24] Cash and Assets - Cash and cash equivalents increased from $368,000 to $735,000 during Q4 2024[6] - Total assets decreased from $18.834 million in 2023 to $7.632 million in 2024[22] - Cash flows from operating activities resulted in a net cash used of $3,396,000 in 2024, compared to a net cash provided of $3,011,000 in 2023[26] - Cash and cash equivalents at the end of the period were $735,000 in 2024, down from $915,000 in 2023[26] Liabilities and Expenses - Total liabilities decreased by over 70%, with $13 million of debt converted to equity[9] - Total operating expenses decreased to $38,286,000 in 2024 from $41,103,000 in 2023, a reduction of about 6.9%[24] - The company incurred merger and acquisition costs of $394,000 in 2024, with no such costs reported in 2023[24] Mining Operations - The breakeven cost per Bitcoin in Q4 2024 was $75,872, significantly higher than $23,902 in Q4 2023[9] - Gryphon mined approximately 61 Bitcoin in Q4 2024, down from 176 Bitcoin in Q4 2023[9] - The company reported a gain on settlement of BTC Note amounting to $6,248,000 in 2024, with no comparable gain in 2023[24] - The company purchased mining equipment for $1,075,000 in 2024, a decrease from $1,894,000 in 2023[26] Stock and Market Activity - The average trading volume of Gryphon's stock increased from approximately 249,000 shares per day in Q3 2024 to approximately 874,000 shares per day in Q4 2024[6] - The company closed a $2.85 million offering with 100% management and majority board participation[9] Future Opportunities - Gryphon is focused on closing the Captus Energy Acquisition, which is expected to represent a billion-dollar opportunity[4]

Gryphon Digital Mining, Inc. (NASDAQ:GRYP) Q4 2024 Earnings Conference Call March 31, 2025 4:30 PM ET Company Participants Steve Gutterman - Chief Executive Officer Sim Salzman - Chief Financial Officer Conference Call Participants Kevin Dede - H.C. Wainwright Jon Hickman - Ladenburg Thalmann Operator Greetings and welcome to the Gryphon Digital Mining Fourth Quarter and Full Year 2024 Earnings Call. On the call are Steve Gutterman, Chief Executive Officer of the company; and Sim Salzman, Chief Financial Of ...