As filed with the Securities and Exchange Commission on June 6, 2025

Registration No. 333-          

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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GRYPHON DIGITAL MINING, INC.
(Exact name of registrant as specified in its charter)

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1180 North Town Center Drive, Suite 100
Las Vegas, NV 89144
(702) 945-2700
(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)

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Steve Gutterman, Chief Executive Officer
Gryphon Digital Mining, Inc.
1180 North Town Center Drive, Suite 100
Las Vegas, NV 89144
(702) 945-2700
(Name, address, including zip code and telephone number, including area code, of agent for service)

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Copies to:

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Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement and the satisfaction or waiver of all other conditions under the Merger Agreement described herein.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. A registration statement relating to the securities described in this proxy statement/prospectus has been filed with the Securities and Exchange Commission. The securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus is not an offer to sell and Gryphon Digital Mining, Inc. is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

subsidiary of ABTC) and other than dissenting shares, will be converted into the right to receive a number of shares of Class B Common Stock equal to the exchange ratio calculated in accordance with the Merger Agreement (the “Class B Merger Consideration,” and together with the Class A Merger Consideration, the “Merger Consideration”).

As described in this proxy statement/prospectus, the exchange ratio used to calculate the Merger Consideration will be determined based upon the number of shares of Gryphon Common Stock and ABTC Common Stock issued and outstanding as of immediately prior to the closing of the Mergers (the “Closing”), in each case on a fully diluted basis. Information herein does not give effect to the Gryphon reverse stock split (as defined herein). See “The Merger Agreement — Terms of the Merger; Merger Consideration” in this proxy statement/prospectus.

AS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, IMMEDIATELY AFTER THE CLOSING, HOLDERS OF ABTC COMMON STOCK AS OF IMMEDIATELY PRIOR TO THE FIRST EFFECTIVE TIME WILL COLLECTIVELY OWN APPROXIMATELY 98.0% OF THE OUTSTANDING COMMON STOCK OF THE COMBINED COMPANY, ON A FULLY DILUTED BASIS AND THE HOLDERS OF EQUITY INTERESTS OF GRYPHON AS OF IMMEDIATELY PRIOR TO THE FIRST EFFECTIVE TIME WILL COLLECTIVELY OWN APPROXIMATELY 2.0% OF THE COMMON STOCK OF THE COMBINED COMPANY, ON A FULLY DILUTED BASIS.

Other than as set forth in “Prospectus Summary — Interests of Certain Directors, Officers and Affiliates of Gryphon and ABTC” in this proxy statement/prospectus, each option, warrant or restricted stock unit of Gryphon that is issued and outstanding at the First Effective Time will remain issued and outstanding and such securities will be unaffected by the Mergers (except that, from and after the effectiveness of the Charter Amendment, each share of Gryphon Common Stock underlying each such instrument will be reclassified into a share of Class A Common Stock).

Shares of Gryphon Common Stock are currently listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “GRYP.” Gryphon will file an initial listing application for the Combined Company with the Nasdaq Stock Market LLC. After the Closing, Gryphon will be renamed “American Bitcoin Corp.” and it is expected that the Class A Common Stock will trade on Nasdaq under the symbol “ABTC.”

On             , 2025, the closing price of Gryphon Common Stock was $             per share as reported on Nasdaq.

Gryphon is holding its special meeting of stockholders (the “Special Meeting”) in order to obtain the stockholder approvals necessary to complete the Mergers and related matters. The Special Meeting will be held on             , 2025, at 10:00 a.m. Eastern Time, virtually via the Internet at https://www.cstproxy.com/gryphondigitalmining/            , unless postponed or adjourned to a later date. At the Special Meeting, Gryphon will ask its stockholders to consider and vote upon the following proposals (the “Proposals”):

(i)     The Stock Issuance Proposal (Proposal 1) — To approve (a) the issuance of Combined Company Common Stock, which will represent more than 20% of the shares of Gryphon Common Stock outstanding immediately prior to the Mergers, to stockholders of ABTC as Merger Consideration pursuant to the terms of the Merger Agreement and the transactions contemplated therein and (b) the change of control resulting from such issuance and the Mergers, pursuant to Nasdaq Listing Rules 5635(a) and 5635(b), respectively. The Stock Issuance Proposal is described in more detail in this proxy statement/prospectus under the heading “The Stock Issuance Proposal (Proposal 1).” A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A.

(ii)    The Charter Proposal (Proposal 2) — To approve and adopt, assuming the Stock Issuance Proposal is approved, the proposed amended and restated certificate of incorporation of the Combined Company (the “Proposed Charter”) in the form attached to this proxy statement/prospectus as Annex B. The Charter Proposal is described in more detail in this proxy statement/prospectus under the heading “The Charter Proposal (Proposal 2).”

(iii)   Advisory Charter Proposals (Proposals 3 – 7) — To approve, on an advisory and non-binding basis, five separate proposals to approve certain governance provisions in the Proposed Charter. These separate votes are not otherwise required by Delaware law, separate and apart from the Charter Proposal, but are required by the United States Securities and Exchange Commission (the “SEC”) guidance requiring that

stockholders have the opportunity to present their views on important corporate governance provisions. The Advisory Charter Proposals are described in more detail in this proxy statement/prospectus under the heading “The Advisory Charter Proposals (Proposals 3 – 7).”

(iv)   Advisory Golden Parachute Proposal (Proposal 8) — To approve, on an advisory and non-binding basis, the “golden parachute” compensation payments that will or may be made by Gryphon to its named executive officers in connection with the Mergers, as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. The Advisory Golden Parachute Proposal is described in more detail in this proxy statement/prospectus under the heading “Advisory Golden Parachute Proposal (Proposal 8).”

(v)    The Plan Amendment Proposal (Proposal 9) — To approve, assuming the Stock Issuance Proposal and the Charter Proposal are approved, the Amended and Restated American Bitcoin Corp. 2025 Omnibus Incentive Plan (the “2025 Plan”), in the form attached to this proxy statement/prospectus as Annex G. The Plan Amendment Proposal is described in more detail in this proxy statement/prospectus under the heading “The Plan Amendment Proposal (Proposal 9).”

(vi)   The Adjournment Proposal (Proposal 10) — To approve the adjournment of the Special Meeting to a later date or dates, if necessary, at the determination of the board of directors of Gryphon (the “Gryphon Board”) or the chairman of the Special Meeting.

As described in this proxy statement/prospectus, certain Gryphon stockholders who in the aggregate owned approximately 19.19% of the outstanding shares of Gryphon Common Stock as of May 9, 2025 have entered into voting and support agreements with ABTC, pursuant to which such stockholders have, among other things, agreed to vote in favor of the foregoing proposals and certain other matters at any meeting of Gryphon’s stockholders (or any adjournment or postponement thereof), subject to the terms of such agreements. These voting and support agreements will terminate upon certain events, including any termination of the Merger Agreement in accordance with its terms.

After careful consideration, the Gryphon Board has approved the Merger Agreement and the Mergers and the respective proposals referred to above and has determined that it is advisable to enter into the Merger Agreement and close the transactions contemplated by the Merger Agreement. The Gryphon Board recommends that its stockholders vote “FOR” the proposals described in this proxy statement/prospectus.

More information about Gryphon, ABTC, the Combined Company, the Merger Agreement and the transactions contemplated thereby and the foregoing proposals is contained in this proxy statement/prospectus. Gryphon urges you to read this proxy statement/prospectus carefully and in its entirety. IN PARTICULAR, YOU SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER “RISK FACTORS” BEGINNING ON PAGE 16 OF THIS PROXY STATEMENT/PROSPECTUS.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated             , 2025 and is first being mailed to Gryphon stockholders on or about             , 2025.

GRYPHON DIGITAL MINING, INC.

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON             , 2025

Dear Stockholders of Gryphon:

On behalf of the Gryphon Board, we are pleased to deliver this proxy statement/prospectus in connection with the proposed merger between Gryphon and ABTC, pursuant to which, subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, by and among Gryphon, ABTC, Merger Sub Inc. and Merger Sub LLC: (i) Merger Sub Inc. will merge with and into ABTC, with ABTC surviving the First Merger as the First Merger Surviving Corporation, a direct, wholly owned subsidiary of Gryphon, and (ii) immediately after the First Merger, the First Merger Surviving Corporation will merge with and into Merger Sub LLC, with Merger Sub LLC surviving the Second Merger as the Surviving Company. Gryphon following the Mergers is referred to herein as the Combined Company.

The Merger Agreement provides that, prior to the First Effective Time, the certificate of incorporation of Gryphon will be amended and restated to, among other things, (i) reclassify the issued and outstanding shares of Gryphon Common Stock, par value $0.0001 per share, into fully paid and nonassessable shares of Class A Common Stock, par value $0.0001 per share, and (ii) create two new series of common stock designated as Class B Common Stock, par value $0.0001 per share and Class C Common Stock, par value $0.0001 per share. Each share of Class A Common Stock will be entitled to one vote per share, each share of Class B Common Stock will be entitled to 10,000 votes per share and each share of Class C Common Stock will be entitled to 10 votes per share.

At the First Effective Time:

•        each share of ABTC Class A Common Stock, par value $0.0001 per share, issued and outstanding immediately prior to the First Effective Time, other than shares of ABTC Class A Common Stock held immediately prior to the First Effective Time by ABTC (as treasury stock or owned by any subsidiary of ABTC) and other than dissenting shares, will be converted into the right to receive the Class A Merger Consideration; and

•        each share of ABTC Class B Common Stock, par value $0.0001 per share, and together with the ABTC Class A Common Stock, ABTC Common Stock issued and outstanding immediately prior to the First Effective Time, other than shares of ABTC Class B Common Stock held immediately prior to the First Effective Time by ABTC (as treasury stock or owned by any subsidiary of ABTC) and other than dissenting shares, will be converted into the right to receive the Class B Merger Consideration.

As described in this proxy statement/prospectus, immediately after the Closing, holders of ABTC Common Stock as of immediately prior to the First Effective Time will collectively own approximately 98.0% of the outstanding Combined Company Common Stock, on a fully diluted basis and the holders of equity interests of Gryphon as of immediately prior to the First Effective Time will collectively own approximately 2.0% of the outstanding Combined Company Common Stock, on a fully diluted basis.

NOTICE IS HEREBY GIVEN THAT the Special Meeting will be held in order to obtain the stockholder approvals necessary to complete the Mergers and related matters on             , 2025 at 10:00 a.m. Eastern Time, virtually via the Internet at https://www.cstproxy.com/gryphondigitalmining/            , unless postponed or adjourned to a later date, to consider and vote upon the following Proposals:

(i)     The Stock Issuance Proposal (Proposal 1) — To approve (a) the issuance of Combined Company Common Stock, which will represent more than 20% of the shares of Gryphon Common Stock outstanding immediately prior to the Mergers, to stockholders of ABTC as Merger Consideration pursuant to the terms of the Merger Agreement and the transactions contemplated therein and (b) the change of control resulting from such issuance and the Mergers, pursuant to Nasdaq Listing Rules 5635(a) and 5635(b), respectively. The Stock Issuance Proposal is described in more detail in this proxy statement/prospectus under the heading “The Stock Issuance Proposal (Proposal 1).” A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A.

(ii)    The Charter Proposal (Proposal 2) — To approve and adopt, assuming the Stock Issuance Proposal is approved, the Proposed Charter in the form attached to this proxy statement/prospectus as Annex B. The Charter Proposal is described in more detail in this proxy statement/prospectus under the heading “The Charter Proposal (Proposal 2).”

(iii)   Advisory Charter Proposals (Proposals 3 – 7) — To approve, on an advisory and non-binding basis, five separate proposals to approve certain governance provisions in the Proposed Charter. These separate votes are not otherwise required by Delaware law, separate and apart from the Charter Proposal, but are required by SEC guidance requiring that stockholders have the opportunity to present their views on important corporate governance provisions. The Advisory Charter Proposals are described in more detail in this proxy statement/prospectus under the heading “The Advisory Charter Proposals (Proposals 3 – 7).”

(iv)   Advisory Golden Parachute Proposal (Proposal 8) — To approve, on an advisory and non-binding basis, the “golden parachute” compensation payments that will or may be made by Gryphon to its named executive officers in connection with the Mergers, as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. The Advisory Golden Parachute Proposal is described in more detail in this proxy statement/prospectus under the heading “Advisory Golden Parachute Proposal (Proposal 8).”

(v)    The Plan Amendment Proposal (Proposal 9) — To approve, assuming the Stock Issuance Proposal and the Charter Proposal are approved, the 2025 Plan, in the form attached to this proxy statement/prospectus as Annex G. The Plan Amendment Proposal is described in more detail in this proxy statement/prospectus under the heading “The Plan Amendment Proposal (Proposal 9).”

(vi)   The Adjournment Proposal (Proposal 10) — To approve the adjournment of the Special Meeting to a later date or dates, if necessary, at the determination of the Gryphon Board or the chairman of the Special Meeting.

The above matters are more fully described in this proxy statement/prospectus. You are urged to carefully read and consider this proxy statement/prospectus in its entirety, including each of the annexes thereto and the accompanying financial statements provided herein.

The Gryphon Board has fixed             , 2025 as the record date (the “Record Date”) for the determination of stockholders entitled to notice of and to vote at, the Special Meeting and any adjournment or postponement thereof. Only holders of record of Gryphon Common Stock at the close of business on the Record Date are entitled to notice of and to vote at, the Special Meeting. At the close of business on the Record Date, Gryphon had              shares of Gryphon Common Stock outstanding and entitled to vote at the Special Meeting.

The approval of the Charter Proposal requires the affirmative vote of a majority of the outstanding shares of capital stock of Gryphon entitled to vote. Abstentions and broker non-votes, if any, will have the same effect as a vote “AGAINST” the Charter Proposal. The approval of each of the other proposals requires the affirmative vote of a majority of the votes cast by the holders of Gryphon Common Stock, represented in person, online or by proxy and entitled to vote thereon at the Special Meeting.

Your vote is important. Even if you plan to virtually attend the Special Meeting, Gryphon requests that you sign and return the enclosed proxy or vote by mail or online to ensure that your shares will be represented at the Special Meeting if you are unable to attend. You may change or revoke your proxy at any time before it is voted at the Special Meeting.

THE GRYPHON BOARD HAS DETERMINED AND BELIEVES THAT EACH OF THE PROPOSALS OUTLINED ABOVE IS IN THE BEST INTERESTS OF AND ADVISABLE TO, GRYPHON AND ITS STOCKHOLDERS AND HAS APPROVED EACH SUCH PROPOSAL. THE GRYPHON BOARD UNANIMOUSLY RECOMMENDS THAT GRYPHON STOCKHOLDERS VOTE “FOR” EACH SUCH PROPOSAL.

References to Additional Information

Additional business and financial information about Gryphon can be found in documents previously filed by Gryphon with the SEC. You may obtain this information without charge through the SEC’s website (http://www.sec.gov) or upon your written or oral request by contacting the Secretary of Gryphon Digital Mining, Inc., 1180 N. Town Center Drive, Suite 100, Las Vegas, NV 89144 or by calling (702) 945-2700.

To ensure timely delivery of these documents, any request should be made no later than             , 2025 to receive them before the Special Meeting.

For additional details about where you can find information about Gryphon, please see the section titled “Where You Can Find More Information” in this proxy statement/prospectus.

TABLE OF CONTENTS

About this proxy statement/prospectus

This proxy statement/prospectus, which forms a part of a registration statement on Form S-4 (File No. 333-            ) filed with the SEC by Gryphon, constitutes a prospectus of Gryphon under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), and the rules thereunder, with respect to shares of Class A Common Stock to be issued to ABTC stockholders pursuant to the Merger Agreement. This proxy statement/prospectus also constitutes a proxy statement of Gryphon under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and a notice of meeting with respect to the Special Meeting.

Gryphon has supplied all the information contained in this proxy statement/prospectus relating to Gryphon and ABTC has supplied all information contained in this proxy statement/prospectus relating to ABTC. Gryphon and ABTC have both contributed to the information related to the Mergers contained in this proxy statement/prospectus.

You should rely only on the information contained in this proxy statement/prospectus. Gryphon and ABTC have not authorized anyone to provide you with information that is different from that contained in this proxy statement/prospectus. This proxy statement/prospectus is dated           , 2025 and you should not assume that the information contained herein is accurate as of any date other than such date unless otherwise specified herein.

Neither the mailing of this proxy statement/prospectus to Gryphon stockholders nor the issuance of Class A Common Stock pursuant to the Merger Agreement will create any implication to the contrary.

This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy, any securities or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

GLOSSARY OF TERMS

Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, the following terms shall have the meanings below:

“$1.50 Warrants” means the warrants issued to Anchorage by Gryphon pursuant to the New Anchorage Agreements.

“1940 Act” means the Investment Company Act of 1940.

“2024 Plan” means the Gryphon Digital Mining, Inc. 2024 Omnibus Incentive Plan.

“2024 Returning Shares” means shares of Gryphon Common Stock originally subject to an outstanding grant under the 2024 Plan that subsequently return to the Share Reserve and become available for issuance in connection with subsequent grants under the 2024 Plan.

“2024 Share Reserve” means the total number of shares reserved and available for issuance pursuant to the 2024 Plan.

“2025 Plan” means the amendment and restatement of the 2024 Plan, referred to as the Amended and Restated American Bitcoin Corp. 2025 Omnibus Incentive Plan.

“ABH” means American Bitcoin Holdings, LLC, a wholly owned subsidiary of Hut 8.

“ABTC” means American Bitcoin Corp.

“ABTC Board” means the board of directors of ABTC.

“ABTC Class A Common Stock” means Class A Common Stock, par value $0.0001 per share, of ABTC.

“ABTC Class B Common Stock” means Class B Common Stock, par value $0.0001 per share, of ABTC.

“ABTC Class B Investor Designee” means the individual named as “ABTC Class B Investors’ Designee” in the Investors’ Rights Agreement.

“ABTC Class B Investors” means the holders of ABTC Class B Common Stock, other than ABH.

“ABTC Common Stock” means ABTC Class A Common Stock and ABTC Class B Common Stock.

“ABTC Support Agreement” means the Voting and Support Agreement, dated as of May 9, 2025, between Gryphon and ABH.

“ABTC Stockholder Approval” means the approval by ABTC stockholders of (i) the adoption of the Merger Agreement and approval of the transactions contemplated thereby and (ii) the adoption and approval of certain other proposals related to the Mergers and the other transactions contemplated by the Merger Agreement.

“ABTC Written Consent” means ABTC Stockholder Approval in the form of an irrevocable written consent.

“ADC” means American Data Centers Inc., a Delaware corporation.

“Administrator” means the Compensation Committee of the Combined Company Board or the Combined Company Board acting as the Compensation Committee administering the 2025 Plan.

“Advisory Charter Proposals” means the non-binding advisory proposals presented in this proxy statement/prospectus regarding material differences between the Gryphon Charter and the Proposed Charter.

“Akerna” means the Company prior to the Akerna Business Combination.

“Akerna Business Combination” means the Akerna Merger together with the other transactions contemplated by the Akerna Merger Agreement.

“Akerna Closing” means the closing of the Akerna Business Combination.

“Akerna Closing Date” means February 9, 2024.

“Akerna Merger” means the merger of Akerna Merger Sub with and into Legacy Gryphon, with Legacy Gryphon as the surviving company in the Akerna Merger and after giving effect to such merger, continuing as a wholly owned subsidiary of the Company

“Akerna Merger Agreement” means the Agreement and Plan of Merger, dated January 27, 2023, as amended, by and among Gryphon, Akerna Merger Sub and Legacy Gryphon.

“Akerna Merger Sub” means Akerna Merger Co., a wholly-owned subsidiary of the Company.

“Amendment” means the Warrant Amendment, dated as of May 9, 2025, by and between Gryphon and Anchorage.

“Anchorage” means Anchorage Lending CA, LLC.

“Anchorage Loan” means the loan from Anchorage to Gryphon Opco pursuant to the Anchorage Loan Agreement.

“Anchorage Loan Agreement” means the Equipment Loan and Security Agreement, dated May 25, 2022, as amended on March 27, 2023, by and between Anchorage and Gryphon Opco.

“Anchorage Warrants” means the Pre-Funded Warrants and the $1.50 Warrants.

“Annual Bonus” means Jessica Billingsley’s annual bonus pursuant to the Billingsley Agreement.

“ASC” means Financial Accounting Standards Board Accounting Standards Codification.

“ASU” means an Accounting Standards Update issued by FASB.

“ASU 2023-08” means ASU 2023-08, Intangibles — Goodwill and Other — Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets.

“ATM” means the at-the-market offering by Gryphon pursuant to the ATM Agreement.

“ATM Agreement” means the At Market Issuance Sales Agreement, dated April 19, 2024, by and among Gryphon and Ladenburg Thalmann & Co. Inc., Kingswood Investments, a division of Kingswood Capital Partners, LLC, PI Financial (US) Corp. and ATB Capital Markets USA Inc.

“B. Riley Securities” means B. Riley Securities, Inc.

“Billingsley Agreement” means the Employment Agreement, dated June 17, 2019, by and between Akerna and Jessica Billingsley.

“Bitcoin miner” means Bitcoin mining computer.

“BitGo Prime” means BitGo Prime LLC.

“BitGo Trust” means BitGo Trust Company Inc.

“Bitmain” means Bitmain Technologies Limited.

“Blockfusion” means Blockfusion USA, Inc.

“Blockfusion Agreement” means the Co-Location Mining Services Agreement, dated December 1, 2024, between Gryphon and Blockfusion.

“Blockfusion MSA” measn Master Services Agreement, dated December 1, 2024, by and between Gryphon and Blockfusion.

“BSA” means the U.S. Bank Secrecy Act.

“Bylaws” means the bylaws of Gryphon, as amended and restated.

“CAP” means compensation actually paid.

“Capitalization Adjustment” means the number of outstanding shares is changed or the value of the shares is otherwise affected by a stock dividend, extraordinary dividend or distribution (whether in cash, shares or other property, other than a regular cash dividend) recapitalization, stock split, reverse stock split, subdivision, combination, consolidation, reclassification, spin-off or similar change in the capital structure of the Combined Company or any similar equity restructuring transaction, as that term is used in Statement of Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor thereto), without consideration.

“Captus Agreement” means the Share and Unit Purchase Agreement, dated as of January 8, 2025, by and among Gryphon, 2670786 Alberta Ltd., a Canadian corporation and a wholly-owned subsidiary of Gryphon and BTG Energy Corp., BTG Power Corp. and West Lake Energy Corp.

“CARES Act” means the Coronavirus Aid, Relief, and Economic Security Act.

“Cash Deposit” means a deposit in the aggregate of $600,000 that Gryphon is required to pay to Blockfusion under the Blockfusion Agreement.

“CEA” measn the U.S. Commodities Exchange Act of 1936.

“CFTC” means the U.S. Commodity Futures Trading Commission.

“CFTC Rules” means the CEA and the regulations promulgated by the CFTC thereunder.

“Chang Advisory” means Chang Advisory, Inc.

“Chang Agreement” means the Consulting Agreement, effective January 14, 2021, by and between Gryphon and Chang Advisory.

“CIC Severance” means the severance and benefits due to Steve Gutterman if he incurs a Qualifying Termination within 30 days prior to or 12 months following a change in control.

“Class I” means the Gryphon Board director class whose term will expire by Gryphon’s 2025 annual meeting of stockholders.

“Class II” means the Gryphon Board director class whose term will expire by Gryphon’s 2026 annual meeting of stockholders.

“Class III” means the Gryphon Board director class whose term will expire by Gryphon’s 2027 annual meeting of stockholders.

“Class A Common Stock” means Class A common stock, par value $0.0001 per share, of the Combined Company.

“Class A Merger Consideration” means the shares of Class A Common Stock to be issued at the First Effective Time as consideration for the First Merger, as calculated pursuant to the terms set forth in the Merger Agreement.

“Class B Common Stock” means Class B common stock, par value $0.0001 per share of the Combined Company.

“Class B Merger Consideration” means the shares of Class B Common Stock to be issued at the First Effective Time as consideration for the First Merger, as calculated pursuant to the terms set forth in the Merger Agreement.

“Class B Stockholders” means the holders of Class B Common Stock and their respective officers, directors, directors of their subsidiaries, employees, agents, stockholders, members, managers, partners, representatives, affiliates or subsidiaries.

“Closing” means the closing of the Mergers.

“Closing Date” means the date on which the Closing actually occurs.

“Code” means Internal Revenue Code of 1986, as amended.

“Code of Ethics” means Gryphon’s code of ethics applicable to its directors, officers and employees.

“Coinbase” means Coinbase Custody Trust Company, LLC.

“Coinmint” means Coinmint LLC.

“Coinmint Facility” means Coinmint’s hydro powered facility in Massena, New York.

“Combined Company” means Gryphon following the Mergers.

“Combined Company Board” means the board of directors of the Combined Company.

“Common Warrants” means warrants to purchase 6,941,856 shares of Common Stock at an exercise price of $1.50 per share, issued in connection with the SPA.

“Company” means Gryphon.

“Contributions” means the Stock Purchase and Contribution Agreement dated March 31, 2025, by and between ABH and ADC, pursuant to which ABH contributed to ADC substantially all of the Bitcoin miners then wholly owned by Hut 8 and its affiliates, at an aggregate book value of approximately $120 million, in exchange for newly issued shares of ABTC Class B Common Stock representing, in the aggregate, 80.0% of the issued and outstanding capital stock of ADC.

“CST” means Continental Stock Transfer & Trust Company.

“DGCL” means the General Corporation Law of the State of Delaware.

“Director Agreement” means the Director Agreement, dated May 12, 2021, by and between Gryphon and Brittany Kaiser.

“Disqualifying Disposition” means a scenario where a grantee under the 2024 Plan disposes of shares issued upon exercise on an ISO either on or before the two-year anniversary of the date of grant or on or before the one-year anniversary of the date of exercise.

“DLLCA” means the Limited Liability Company Law of the State of Delaware.

“DOJ” means the United States Department of Justice.

“DPE Agreement” means the Debt Repayment and Exchange Agreement, dated October 25, 2025, by and among Gryphon, its direct and indirect subsidiaries, as applicable and Anchorage.

“EH/s” means exahash per second, which is a unit of measurement for measuring the speed at which cryptocurrency mining hardware operates.

“Equity Grant” means the time-based equity grant to Simeon Salzman covering 390,800 shares of Gryphon restricted stock.

“EV” means enterprise value.

“Exchange Act” means the Securities Exchange Act of 1934.

“Exchange Ratio” means the exchange ratio for shares of Class A Common Stock and Class B Common Stock to be issued to holders of ABTC Common Stock in the Mergers, as set forth in the Merger Agreement.

“Exclusivity Agreement” means the Exclusivity Agreement, dated March 31, 2025, by and between ABTC Hut 8, that, until such time as both the MMSA and the MCSA (or any successor agreements) have expired or been terminated, Hut 8 and its affiliates will be the exclusive providers to ABTC of (i) hosting and colocation services with respect to all digital asset mining equipment owned by ABTC and (ii) digital asset mining operations services, whether pursuant to the MMSA or otherwise.

“Facility Fee” means the monthly facility fee that Gryphon is required to pay to Blockfusion under the Blockfusion Agreement.

“FASB” means the Financial Accounting Standards Board.

“FinCEN” means the Financial Crimes Enforcement Network.

“First Effective Time” means the effective time of the First Merger.

“First Merger” means the merger of Merger Sub Inc. with and into ABTC, with ABTC surviving such merger as a direct wholly owned subsidiary of Gryphon.

“First Merger Surviving Corporation” means ABTC following the First Merger.

“Foundry” means Foundry Digital LLC.

“Foundry USA Pool” means Foundry’s Bitcoin mining pool.

“FPPS” means Full Pay Per Share.

“FTC” means the Federal Trade Commission.

“FTX” means FTX Trading Ltd.

“Fully Diluted ABTC Common Stock” means, without duplication, the aggregate number of shares of ABTC Common Stock (i) that are issued and outstanding immediately prior to the First Effective Time and (ii) that are issuable upon the exercise, exchange or conversion of any other equity interests of ABTC that are issued and outstanding immediately prior to the First Effective Time (whether or not then vested or exercisable, as applicable).

“Fully Diluted Gryphon Common Stock” means, without duplication, the aggregate number of shares of Gryphon Common Stock (i) that are issued and outstanding immediately prior to the First Effective Time and (ii) that are issuable upon the exercise, exchange or conversion of any other equity interests of Gryphon that are issued and outstanding immediately prior to the First Effective Time (whether or not then vested or exercisable, as applicable).

“Gallie Initial Award” means the one-time equity grant to Eric Gallie of 500,000 RSUs of Gryphon.

“GPU” means graphics processing unit.

“Gryphon” means Gryphon Digital Mining, Inc.

“Gryphon Administrator” means the Compensation Committee or the Gryphon Board acting as the Compensation Committee administering the 2024 Plan.

“Gryphon Acquisition Proposal” means (i) any proposal, offer (including tender or exchange offers), indication of interest for or with respect to a merger, consolidation, business combination, recapitalization, binding share exchange, joint venture, scheme of arrangement or other similar transaction involving Gryphon or any of its subsidiaries with respect to assets that, taken together, constitute more than 15% of Gryphon’s consolidated assets, (ii) any proposal or offer (including tender or exchange offers) or indication of interest to acquire in any manner, directly or indirectly, in one or more transactions, more than 15% of the issued and outstanding Gryphon Common Stock or securities of Gryphon representing more than 15% of the voting power of Gryphon or (iii) any proposal, offer (including tender or exchange offers) or indication of interest to acquire in any manner (including the acquisition of equity securities in any wholly owned subsidiary of Gryphon), directly or indirectly, in one or more transactions, assets or businesses of Gryphon or its subsidiaries, including pursuant to a joint venture, representing more than 15% of the consolidated assets, revenues or net income of Gryphon, in each case, other than the transactions contemplated under the Merger Agreement

“Gryphon Anchorage Support Agreement” means the Voting and Support Agreement, dated as of May 9, 2025, by and between ABTC and Anchorage.

“Gryphon Board” means Gryphon’s board of directors.

“Gryphon Charter” means the certificate of incorporation of Gryphon, as amended, restated or otherwise modified from time to time.

“Gryphon Common Stock” means shares of Gryphon common stock, par value $0.0001 per share.

“Gryphon D&O Support Agreements” means the Voting and Support Agreements, dated as of May 9, 2025, by and among ABTC and certain directors and officers of Gryphon.

“Gryphon Opco” means Gryphon Opco I LLC.

“Gryphon Recommendation” means the Gryphon Board’s recommendation that the Gryphon stockholders vote in favor of the Proposals described herein.

“Grpyhon Recommendation Change” means the Gryphon Board or any committee thereof will fail to make, withdraw or qualify, amend or modify, in each case, in any manner adverse to ABTC, the Gryphon Board’s recommendation, as described herein, that Gryphon’s stockholders vote in favor of the Proposals.

“Gryphon Stockholder Approval” means the approval of Gryphon stockholders of the Proposals.

“Gryphon Support Agreements” means the Gryphon D&O Support Agreements and the Gryphon Anchorage Support Agreement.

“Gutterman Agreement” means the Employment Agreement, dated September 17, 2024, by and between Gryphon and Steve Gutterman.

“Halving” means the process incorporated into many proof-of-work consensus algorithms that reduces the coin reward paid to Bitcoin miners over time according to a pre-determined schedule.

“HPC” means high performance computing.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act.

“Hut 8” means Hut 8 Corp.

“Incentive Stock Option Limit” means 15% of the total number of shares of Gryphon Common Stock outstanding at the Akerna Closing.

“Independent Directors” means a person other than an Executive Officer or employee of the Company or any other individual having a relationship which, in the opinion of the Company’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, pursuant to the Nasdaq Corporate Governance Rules.

“Investors’ Rights Agreement” means the Investors’ Rights Agreement, dated as of May 9, 2025, by and among Gryphon, ABTC and the ABTC Class B Investors.

“Ionic” means Ionic Digital Inc.

“ISOs” means incentive stock options.

“J/TH” means joules per Terahash, which is a unit of measurement for measuring the speed at which cryptocurrency mining hardware operates.

“KeyBank” means KeyBank National Association.

“Legacy Gryphon” means Ivy Crypto, Inc.

“LOC Deposit” means the cash deposit of $1,200,000 that Gryphon is required to pay to Blockfusion under the Blockfusion Agreement.

“Marshall & Stevens” means Marshall & Stevens Transaction Advisory Services LLC.

“Mawson” means Mawson Hosting LLC.

“Mawson Agreement” means the Master Co-Location Agreement, dated January 3, 2025, by and between Gryphon and Mawson.

“MCSA” means Master Colocation Services Agreement, dated March 31, 2025, by and between ABTC and US. Data Mining Group, Inc.

“Merger Agreement” means the Agreement and Plan of Merger, dated as of May 9, 2025, by and among Gryphon, ABTC, Merger Sub Inc. and Merger Sub LLC.

“Merger Consideration” means the Class A Merger Consideration and the Class B Merger Consideration.

“Mergers” means the First Merger and the Second Merger.

“Merger Sub Inc.” means GDM Merger Sub I Inc.

“Merger Sub LLC” means GDM Merger Sub II LLC.

“Minimum Bid Price Rule” means the $1.00 minimum bid price requirement for the continued listing on Nasdaq, as set forth in Nasdaq Listing Rule 5550(a)(2).

“MMSA” means the Master Management Services Agreement, dated March 31, 2025, by and between ABTC and USDMG.

“MSA” means Master Services Agreement, dated August 19, 2021, by and between Gryphon and Sphere 3D.

“MVLS Requirement” means Nasdaq Listing Rule 5550(b)(2).

“MWh” means megawatt-hour.

“Nasdaq” means the Nasdaq Capital Market.

“Nasdaq Corporate Governance Rules” means the Rules of The Nasdaq Stock Market, LLC.

“New Anchorage Agreements” means the DPE Agreement, the New Loan Agreement, the Form of Pre-Funded Warrant and the Form of $1.50 Warrants.

“New Loan Agreement” means the Loan, Guaranty and Security Agreement, dated October 25, 2024, by and among Gryphon, its direct and indirect subsidiaries, as applicable and Anchorage.

“NOL” means net operating loss.

“Non-CIC Severance” means the severance and benefits due to Steve Gutterman under the Gutterman Agreement upon a Qualifying Termination of his employment.

“NSOs” means nonstatutory stock options.

“NYDIG” means New York Digital Investment Group.

“Okapi” means Okapi Partners.

“Offering” means the offering of Shares pursuant to the ATM.

“OTC Bulletin Board” means the former electronic quotation service provided by the Financial Industry Regulatory Authority for over-the-counter trade data for U.S. stocks.

“Other Grants” means other forms of grants valued in whole or in part by reference to or otherwise based on, shares, including the appreciation in value thereof (e.g., options or stock rights with an exercise price or strike price less than 100% of the fair market value of the shares at the time of grant) may be granted either alone or in addition to other grants provided for in the 2025 Plan.

“Ownership Date” means June 6, 2025.

“Panel” means the Nasdaq Hearing Panel.

“Pink Sheets” means over-the-counter trading.

“Plan Administrator” means one or more Officers or Employees designated by the Committee to administer the day-to-day operations of the Plan and the Company’s other equity incentive programs.

“PPP Loan” means the loan that Gryphon obtained from KeyBank pursuant to the Paycheck Protection Program under the CARES Act.

“Pre-Funded Warrants” means the warrants to purchase 3,530,198 shares of Gryphon Common Stock at an exercise price of $0.01 per share issued to Anchorage as part of the restructuring of the Anchorage Loan.

“Proposals” means the matters to be voted on at the Special Meeting by Gryphon stockholders.

“Proposed Bylaws” means the proposed amended and restated bylaws of the Combined Company to be effective as of the date of the Closing.

“Proposed Charter” means the proposed amended and restated certificate of incorporation of the Combined Company to be adopted prior to the Closing.

“PTO” means paid time off.

“PSUs” means performance stock units.

“Qualifying Termination” means a termination of Steve Gutterman’s employment under the Gutterman Agreement by Gryphon without “cause” or by Mr. Gutterman for “good reason,” each as defined in the Gutterman Agreement.

“Record Date” means        , 2025.

“Registration Statement” means the registration statement of which this proxy statement/prospectus forms a part that is filed with the SEC.

“Related Agreements” means certain additional agreements entered into or to be entered into pursuant to the Merger Agreement.

“Required Proposals” means the Stock Issuance Proposal and the Charter Proposal.

“Restricted Stock” means shares that are subject to certain specified restrictions.

“Restructured Loan” means the new $5 million loan from Anchorage pursuant to the New Loan Agreement.

“RSUs” means restricted stock units.

“Sales Agents” means Ladenburg Thalmann & Co. Inc., Kingswood Investments, a division of Kingswood Capital Partners, LLC, PI Financial (US) Corp. and ATB Capital Markets USA Inc.

“Sales Agreement” means the ATM Agreement and the Terms Agreement.

“Salzman Agreement” means the executive employment agreement, dated June 19, 2023, by and between Gryphon and Simeon Salzman.

“SARs” means stock appreciation rights.

“SBA” means the Small Business Administration.

“SEC” means the Securities and Exchange Commission.

“Second Effective Time” means the effective time of the Second Merger.

“Second Merger” means the merger of the First Merger Surviving Corporation with and into Merger Sub LLC, with Merger Sub LLC surviving such merger as a direct wholly owned subsidiary of Gryphon.

“Securities Act” means the Securities Act of 1933.

“Shared Services Agreement” means the Services Agreement, dated March 31, 2025, by and between ABTC and USDMG.

“Share Reserve” means the total number of shares reserved and available for issuance pursuant to the 2025 Plan.

“Shares” means shares of Gryphon Common Stock having an aggregate offering price of up to $70,000,000 that may be sold under the ATM Agreement

“SIPC” means the Securities Investor Protection Corporation.

“SPA” means the Securities Purchase Agreement, dated January 13, 2025, by and among Gryphon and several institutional and accredited investors and certain directors and officers of Gryphon.

“Special Meeting” means the special meeting of Gryphon stockholders being held to vote on the Proposals.

“Sphere 3D” means Sphere 3D Corp.

“Substitute Grant” means an award under the 2024 Plan or 2025 Plan, as applicable, that is made to substitute or assume outstanding awards granted by another company, whether in connection with an acquisition of such other company or otherwise.

“Superior Proposal” has the meaning set forth in the section titled “The Merger Agreement — No Solicitation by Gryphon”.

“Target Bonus” means Jessica Billingsley’s target Annual Bonus pursuant to the Billingsley Agreement.

“Tax Related Items” means the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account, employment tax, stamp tax or other tax-related items related to a grantee’s participation in the 2024 Plan or 2025 Plan, as applicable and legally applicable to a grantee thereunder.

“Ten Percent Holder” means a person who directly or by attribution owns more than ten percent (10%) of the total combined voting power of all classes of stock of the Combined Company or of any parent or subsidiary.

“Term” means the term of the Blockfusion Agreement.

“Terms Agreement” means the Terms Agreement, dated April 19, 2025, by and between the Company and Ladenburg Thalmann & Co. Inc.

“TSR” means total shareholder return.

“U.S. GAAP” means U.S. generally accepted accounting principles.

“USAA” means United Services Automobile Association.

“USDMG” means U.S. Data Mining Group, Inc., a Nevada corporation and a wholly owned subsidiary of Hut 8.

“U.S. Holders”, see the section titled The Merger Agreement — Certain Material U.S. Federal Income Tax Consequences

“Voting Covenant Expiration Date” means the termination of the Gryphon Anchorage Support Agreement.

“Voting Threshold Date” means the date at which the holders of Class B Common Stock cease to represent at least 50% of total voting power of the outstanding shares of capital stock of the Combined Company then entitled to vote generally in the election of directors.

“VWAP” means Volume Weighted Average Pricing.

EXPLANATORY NOTE

Gryphon

On February 9, 2024, Gryphon, consummated a business combination (the “Akerna Business Combination”) pursuant to the Akerna Merger Agreement by and among the Company, Akerna Merger Sub and Legacy Gryphon, following approval thereof at a special meeting of the Company’s stockholders held on January 29, 2024.

Pursuant to the terms of the Akerna Merger Agreement, a business combination between the Company and Legacy Gryphon was effected through the merger of Akerna Merger Sub with and into Legacy Gryphon, with Legacy Gryphon as the surviving company in the Akerna Merger and after giving effect to such merger, continuing as a wholly owned subsidiary of the Company. On the date on which the Akerna Business Combination closed (the “Akerna Closing Date”), the registrant changed its name from Akerna Corp. to Gryphon Digital Mining, Inc. Additionally, on the Akerna Closing Date, immediately following the closing of the Akerna Business Combination (the “Akerna Closing”), the Company sold its legacy business to MJ Acquisition Corp. pursuant to that certain securities purchase agreement dated April 28, 2023, as amended, by and among the Company, Akerna Canada Ample Exchange Inc. and MJ Acquisition Corp.

The audited financial statements of Gryphon for the year ended December 31, 2023 included herein are those of Legacy Gryphon and its consolidated subsidiaries, which is considered the Company’s accounting predecessor, prior to the Akerna Business Combination and the name change.

ABTC

ABTC, formerly known as American Data Centers Inc. (“ADC”), was incorporated in the state of Delaware in November 2024. On March 31, 2025, Hut 8, ADC, and the stockholders of ADC entered into a Contribution and Stock Purchase Agreement (the “Contribution Agreement”), pursuant to which Hut 8 contributed to ADC substantially all of Hut 8’s wholly-owned Bitcoin miners, representing the business of ABTC, in exchange for newly issued shares of Class B Common Stock of ADC, representing 80% of the total and combined voting power and 80% of the issued and outstanding equity interests of ADC after giving effect to the issuance (the “Contributions”). In connection with the Contributions, ADC was renamed American Bitcoin Corp. and became a majority-owned subsidiary of Hut 8.

Until the effectiveness of the Contributions on March 31, 2025, ABTC’s operations were historically operated as the “Bitcoin mining” sub-segment of Hut 8’s “Compute” segment and not as a standalone company. ABTC’s combined financial statements for the year ended December 31, 2024 and ABTC’s condensed combined financial statements for the three months ended March 31, 2025, representing the historical assets, liabilities, operations and cash flows directly attributable to ABTC, have been prepared on a carve-out basis through the use of a management approach from Hut 8’s consolidated financial statements and accounting records and are presented on a stand-alone basis as if the operations have been conducted independently from Hut 8. Historically, separate financial statements have not been prepared for ABTC and it has not operated as a standalone business from Hut 8. Following the effectiveness of the Contributions on March 31, 2025, ABTC began operating as a standalone entity with its own accounting and financial records. For additional information on the basis of presentation of ABTC’s financial statements and results of operations, see “ABTC Management’s Discussion and Analysis of Financial Condition and Results of Operations — Basis of Presentation.”

Cautionary Statement Concerning Forward-Looking Statements

This proxy statement/prospectus contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this proxy statement/prospectus, including statements regarding the Mergers, the other proposed transactions contemplated thereby and future financial condition, business strategy and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “continue,” “could,” “design,” “estimate,” “expect,” “intend,” “may,” “plan,” “potentially,” “predict,” “seek,” “should,” “will” or the negative of these terms or other similar expressions.

These forward-looking statements include, but are not limited to, statements concerning the following:

•        Gryphon’s ability to solicit a sufficient number of proxies to approve the Mergers and other matters related to the Closing;

•        expectations related to the terms and timing of the Closing, including whether the conditions to the Closing will be satisfied and whether the Closing will occur at all;

•        the occurrence of any event giving rise to the right of a party to terminate the Merger Agreement;

•        Gryphon’s continued listing on the Nasdaq until the Closing;

•        the expected benefits of and potential value created by the Mergers;

•        expectations related to the projected capitalization of the Combined Company following the Closing;

•        the plans, strategies and objectives of Gryphon’s and ABTC’s management with respect to the approval of the Mergers and the Closing;

•        Gryphon’s ability to control and correctly estimate its operating expenses and its expenses associated with the Mergers;

•        the timing for the effectiveness of the Gryphon reverse stock split (as defined herein) and the anticipated benefits of the Gryphon reverse stock split;

•        potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Mergers;

•        any statements of the plans, strategies and objectives of future operations of Gryphon, ABTC and the Combined Company;

•        concerning proposed new services or developments for Gryphon, ABTC and the Combined Company;

•        the business, operations, economic conditions and financial performance of Gryphon, ABTC and the Combined Company;

•        concerning the attraction and retention of highly qualified personnel for Gryphon, ABTC and the Combined Company;

•        concerning future hardware or network investments to scale ABTC’s mining capacity;

•        ABTC’s and the Combined Company’s ability to maintain and grow its Bitcoin reserve;

•        the ability of Gryphon and ABTC to protect their intellectual property rights;

•        any statements regarding expectations concerning Gryphon’s, ABTC’s and the Combined Company’s relationships and actions with third parties;

•        the ability to obtain and/or maintain the listing on Nasdaq of the Class A Common Stock following the Mergers;

•        the multi-class structure of the Combined Company’s capital structure;

•        the Combined Company’s ability to compete with existing and new competitors in existing and new markets and offerings;

•        the Combined Company’s ability to acquire new businesses or pursue strategic transactions;

•        global and domestic economic conditions and their impact on the financial performance and operations of Gryphon, ABTC and the Combined Company; and

•        future regulatory, judicial and legislative changes in Gryphon’s, ABTC’s and the Combined Company’s industry.

You should not rely upon forward-looking statements as predictions of future events. Neither Gryphon nor ABTC can assure you that the events and circumstances reflected in the forward-looking statements will be achieved or occur. In addition, statements that “we believe” and similar statements reflect the beliefs and opinions on the relevant subject of Gryphon or ABTC, as applicable. These forward-looking statements are based on current expectations and beliefs concerning future developments and their potential effects. These statements are based upon information available as of the date of this prospectus and while Gryphon or ABTC, as applicable, believes such information forms a reasonable basis for such statements, such information may be limited or incomplete.

Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation, the risk that the conditions to the Closing are not satisfied, including the failure to timely or at all, obtain stockholder approval for the Mergers; uncertainties as to the timing of the Closing; risks related to Gryphon’s and ABTC’s ability to correctly estimate their operating expenses and their expenses associated with the Mergers; competitive responses to the Mergers; unexpected costs, charges or expenses resulting from the Mergers; potential adverse reactions or changes to business relationships resulting from the announcement or the Closing; and legislative, regulatory, political and economic developments. There may be additional risks and uncertainties that Gryphon and ABTC consider immaterial or which are currently unknown. It is not possible to predict or identify such risks and uncertainties. The foregoing review of important factors that could cause actual events to differ from expectations should not be construed as exhaustive or exclusive and should be read in conjunction with statements that are included herein and elsewhere. Further information concerning Gryphon, ABTC, the Combined Company and the Mergers may emerge from time to time.

For a discussion of the factors that may cause Gryphon’s, ABTC’s or the Combined Company’s actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied in such forward-looking statements or for a discussion of risks associated with Gryphon, ABTC, the Combined Company, the ability of Gryphon and ABTC to complete the Mergers and the effect of the Mergers on the business of Gryphon, ABTC and the Combined Company, see the section titled “Risk Factors” in this proxy statement/prospectus.

If any of these risks or uncertainties materializes or any of these assumptions proves incorrect, the results of Gryphon, ABTC or the Combined Company could differ materially from the forward-looking statements. All forward-looking statements in this proxy statement/prospectus are current only as of the date on which the statements were made. Gryphon and ABTC do not undertake any obligation to publicly update any forward-looking statement to reflect events or circumstances after the date on which any statement is made or to reflect the occurrence of unanticipated events, except as otherwise required by the federal securities laws.

TRADEMARK NOTICE

Each of Gryphon and ABTC use various trademarks and trade names in their business, including without limitation, their respective corporate names and logos. This proxy statement/prospectus and the information incorporated herein by reference contain references to trademarks, service marks and trade names owned by Gryphon, ABTC or other companies. Solely for convenience, trademarks, service marks and trade names referred to in this proxy statement/prospectus and the information incorporated by reference herein, including logos, artwork and other visual displays, may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that Gryphon or ABTC, as applicable, will not assert, to the fullest extent under applicable law, its rights or the rights of the applicable licensor to these trademarks, service marks and trade names. Other trademarks, service marks or trade names appearing in this proxy statement/prospectus are the property of their respective owners. Neither Gryphon nor ABTC intends the use or display of other companies’ trade names, trademarks or service marks to imply a relationship with or endorsement or sponsorship of or by either of these other companies.

QUESTIONS AND ANSWERS ABOUT THE MERGERS

The following section provides answers to frequently asked questions about the Mergers. This section, however, provides only summary information and may not address all questions that may be important to you. For a more complete response to these questions and for additional information, please refer to the cross-referenced sections. You are urged to read this proxy statement/prospectus, including the annexes and other documents referred to herein, in its entirety. The following information and all other information contained in this proxy statement/prospectus does not give effect to the Gryphon reverse stock split (as defined herein).

Q:     Why am I receiving this proxy statement/prospectus?

A:     You are receiving this proxy statement/prospectus because you have been identified as a Gryphon stockholder as of the Record Date (as defined herein) and you are entitled to vote to approve the matters set forth herein. This document serves as:

•        a proxy statement of Gryphon used to solicit proxies by the Gryphon Board for the Special Meeting to vote on the matters set forth herein; and

•        a prospectus of Gryphon used to offer shares of Combined Company Common Stock to be issued as consideration for Gryphon’s acquisition of ABTC in the Mergers.

Gryphon stockholders are being asked to consider and vote upon Proposals to approve the issuance of Combined Company Common Stock and approve a new amended and restated certificate of incorporation of the Combined Company, each as contemplated by the Merger Agreement, among other Proposals. Upon the Closing, ABTC will become a wholly owned subsidiary of Gryphon and the Combined Company will change its name to “American Bitcoin Corp.” A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A.

This proxy statement/prospectus and its annexes contain important information about the proposed Mergers and the other matters to be acted upon at the Special Meeting. You should read this proxy statement/prospectus and its annexes and the other documents referred to herein carefully and in their entirety.

THE VOTE OF GRYPHON STOCKHOLDERS IS IMPORTANT. GRYPHON STOCKHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS AND ITS ANNEXES AND THE OTHER DOCUMENTS REFERRED TO HEREIN IN THEIR ENTIRETY AND CAREFULLY CONSIDERING EACH OF THE PROPOSALS BEING PRESENTED AT THE SPECIAL MEETING.

Q:     What is ABTC?

A:     ABTC is a Bitcoin accumulation vehicle focused on building America’s Bitcoin infrastructure backbone through efficient Bitcoin mining, building a strategic Bitcoin reserve and supporting the growth of the Bitcoin ecosystem. See “ABTC’s Business” and “ABTC Management’s Discussion and Analysis of Financial Condition and Results of Operations” for important business and financial information regarding ABTC.

Q:     What proposals are stockholders of Gryphon being asked to vote upon?

A:     Stockholders of Gryphon are being asked to vote upon the following Proposals:

(ii)    The Stock Issuance Proposal (Proposal 1) — To approve (a) the issuance of Combined Company Common Stock, which will represent more than 20% of the shares of Gryphon Common Stock outstanding immediately prior to the Mergers, to stockholders of ABTC as Merger Consideration pursuant to the terms of the Merger Agreement and the transactions contemplated therein and (b) the change of control resulting from such issuance and the Mergers, pursuant to Nasdaq Listing Rules 5635(a) and 5635(b), respectively.

(iii)   The Charter Proposal (Proposal 2) — To approve and adopt, assuming the Stock Issuance Proposal is approved, the proposed amended and restated certificate of incorporation of the Combined Company in the form attached to this proxy statement/prospectus as Annex B.

(iv)   Advisory Charter Proposals (Proposals 3 – 7) — To approve, on an advisory and non-binding basis, five separate proposals to approve certain governance provisions in the Proposed Charter.

(v)    Advisory Golden Parachute Proposal (Proposal 8) — To approve, on an advisory and non-binding basis, the “golden parachute” compensation payments that will or may be made by Gryphon to its named executive officers in connection with the Mergers, as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.

(vi)   The Plan Amendment Proposal (Proposal 9) — To approve, assuming the Stock Issuance Proposal and the Charter Proposal are approved, the 2025 Plan, in the form attached to this proxy statement/prospectus as Annex G.

(vii)  The Adjournment Proposal (Proposal 10) — To approve the adjournment of the Special Meeting to a later date or dates, if necessary, at the determination of the Gryphon Board or the chairman of the Special Meeting.

Q:     How does the Gryphon Board recommend that I vote?

A:     The Gryphon Board recommends that you vote “FOR” each of the Proposals.

Q:     What interests do Gryphon’s current directors and officers have in the Mergers?

A:     In considering the recommendation of the Gryphon Board to vote in favor of the Proposals, holders of Gryphon Common Stock should be aware that, aside from their interests as stockholders, Gryphon’s directors and officers may have interests in the Mergers that are different from, or in addition to, those of Gryphon’s other stockholders generally. Gryphon’s directors were aware of and considered these interests, among other matters, in evaluating the Mergers, and in recommending that the Gryphon stockholders approve the Proposals. These interests include, among other things, the fact that:

•        based on the terms of his employment agreement, Steve Gutterman, the Company’s Chief Executive Officer, will be entitled to receive a total value of approximately $2,290,794 in connection with the Closing, which consists of (i) $737,164 as part of severance payments under his employment agreement and (ii) approximately $1,553,630 in value associated with the accelerated vesting of outstanding unvested restricted stock units;

•        based on the terms of his employment agreement, Simeon Salzman, the Company’s Chief Financial Officer, will be entitled to receive a total value of approximately $412,500 in connection with the Closing, which consists of a severance payment under his employment agreement that is payable in twelve equal monthly installments;

•        based on the terms of his employment agreement, Eric Gallie, the Company’s Senior Vice President, Energy, will be entitled to receive a total value of approximately $835,000 in connection with the Closing, which consists of (i) $250,000 as part of severance payments under his employment agreement, payable in twelve equal monthly installments and (ii) approximately $585,000 in value associated with the accelerated vesting of outstanding unvested restricted stock units; and

•        Gryphon’s directors and officers will be eligible for continued indemnification and continued coverage under directors’ and officers’ liability insurance after the Mergers and pursuant to the terms of the Merger Agreement.

These interests may have influenced the Gryphon Board in making their recommendation that you vote in favor of the Proposals. The Gryphon Board determined that the overall benefits expected to be received by Gryphon and its stockholders in the Mergers outweighed any potential risk created by the conflicts stemming from these interests. In addition, the Gryphon Board determined that potentially disparate interests would be mitigated because (i) most of these disparate interests would exist with respect to a business combination by Gryphon with any other business or businesses, and (ii) these interests could be adequately disclosed to stockholders in this proxy statement/prospectus, and that stockholders could take them into consideration when deciding whether to vote in favor of the proposals set forth herein.

Q:     Did the Gryphon Board obtain a fairness opinion (or any similar report or appraisal) in determining whether or not to proceed with the Mergers?

A:     Yes. Marshall & Stevens Transaction Advisory Services LLC (“Marshall & Stevens”) provided the Gryphon Board a fairness opinion which concluded that, as of the date of its opinion and based on and subject to the assumptions, qualifications and other matters set forth therein, the Merger Consideration to be issued by Gryphon in the Mergers was fair, from a financial point of view, to Gryphon. See “The Mergers — Opinion of Marshall & Stevens” for additional information regarding the scope, assumptions made, procedures followed, matters considered, qualifications and limitations of the review undertaken and other matters considered by Marshall & Stevens in connection with the preparation of its fairness opinion.

Q:     Are any of the proposals conditioned on one another?

A:     Yes. The Stock Issuance Proposal and the Charter Proposal are conditioned on one another and are referred to collectively herein as the “Required Proposals.” The remaining Proposals, consisting of the Advisory Charter Proposals, the Plan Amendment Proposal, the Advisory Golden Parachute Proposal and the Adjournment Proposal are not Required Proposals. Unless the Stock Issuance Proposal is approved, the other Proposals, including the Charter Proposal, will not be presented to the stockholders of Gryphon at the Special Meeting, because they are conditioned on the approval of the Stock Issuance Proposal. The approval of the Required Proposals are conditions to the Closing. It is important for you to note that if the Stock Issuance Proposal and the Charter Proposal do not receive the requisite vote for approval, Gryphon will not consummate the Mergers.

Q:     When and where will the Special Meeting take place?

A:     The Special Meeting will be held on         , 2025, at 10:00 a.m. Eastern Time, virtually via the Internet at https://www.cstproxy.com/gryphondigitalmining/         or such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the Proposals.

Q:     What are the Mergers?

A:     Subject to the satisfaction or waiver of the conditions to the Closing set forth in the Merger Agreement:

•        Merger Sub Inc. will merge with and into ABTC, with ABTC surviving the First Merger as a direct, wholly owned subsidiary of Gryphon; and

•        immediately after the First Merger, ABTC will merge with and into Merger Sub LLC, with Merger Sub LLC surviving the Second Merger as a direct, wholly owned subsidiary of Gryphon.

For details and more information please see the sections titled “The Mergers” and “The Merger Agreement” A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A.

Q:     What will ABTC stockholders receive in the Mergers?

A:     Upon completion of the First Merger, each share of ABTC Class A Common Stock and ABTC Class B Common Stock issued and outstanding immediately prior to the First Effective Time, other than shares of ABTC Class A Common Stock and ABTC Class B Common Stock held immediately prior to the First Effective Time by ABTC (as treasury stock or owned by any subsidiary of ABTC) and other than dissenting shares, will be converted into the right to receive a number of shares of Class A Common Stock or Class B Common Stock, respectively, equal to the Exchange Ratio set forth in the Merger Agreement.

The Exchange Ratio will be determined at the Closing and is subject to change based on the fully diluted number of shares of Gryphon Common Stock and ABTC Common Stock outstanding immediately prior to the Closing. For additional information regarding the Exchange Ratio and the resulting number of shares of Combined Company Common Stock to be issued to ABTC stockholders in the Mergers, see the section of this proxy statement/prospectus titled “The Mergers — Merger Consideration — Exchange Ratio Calculation.”

Q:     What are the U.S. federal income tax consequences of the Mergers to ABTC stockholders?

A:      As discussed more fully in the section titled “U.S. Federal Income Tax Considerations,” the Mergers, taken together, are intended to qualify as a “reorganization” within the meaning of Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended (the “Code”). Assuming the Mergers so qualify, U.S. Holders (as described in more

detail in the section titled “The Merger Agreement — Certain Material U.S. Federal Income Tax Consequences”) that exchange their shares of ABTC Common Stock for Combined Company Common Stock will not recognize gain or loss on the exchange. Each holder of ABTC Common Stock should read the discussion set forth in the section titled “U.S. Federal Income Tax Considerations” and should consult their tax advisor with respect to the U.S. federal, state and local and non-U.S. tax considerations of the Mergers to them in light of their particular circumstances.

Q:     What are the U.S. federal income tax consequences of the Mergers to Gryphon stockholders?

A:     Gryphon stockholders will not sell, exchange or dispose of any Gryphon Common Stock in the Mergers. Thus, there will be no U.S. federal income tax consequences to Gryphon stockholders upon the Closing.

Q:     What equity stake will current Gryphon stockholders hold in the Combined Company immediately after the Closing?

A:     Irrespective of the final calculation of the Exchange Ratio described above, Gryphon stockholders will experience significant dilution as a result of the Mergers. Upon the Closing, holders of ABTC Common Stock as of immediately prior to the First Effective Time will collectively own approximately 98.0% of the outstanding Combined Company Common Stock, on a fully diluted basis and the holders of equity interests of Gryphon as of immediately prior to the First Effective Time will collectively own approximately 2.0% of the outstanding Combined Company Common Stock, on a fully diluted basis.

Q:     Why are Gryphon and ABTC proposing to merge?

A:     Gryphon and ABTC believe that combining the two companies will result in a company focused on building the world’s largest, most efficient pure-play Bitcoin miner alongside a robust strategic Bitcoin reserve. For a more complete description of the reasons for the Mergers, please see the sections of this proxy statement/prospectus titled “The Mergers — Gryphon’s Reasons for the Approval of the Mergers” and “The Mergers — ABTC’s Reasons for the Approval of the Mergers.”

Q:     What will happen to Gryphon if, for any reason, the Mergers do not close?

A:     Gryphon has invested significant time and incurred and expects to continue to incur, significant expenses related to the Mergers. In the event the Mergers do not close, Gryphon will have a limited ability to continue its current operations. Although the Gryphon Board may elect, among other things, to attempt to complete another strategic transaction if the Mergers do not close, the Gryphon Board may instead take steps necessary to liquidate or dissolve Gryphon’s business and assets if a viable alternative strategic transaction is not available. If Gryphon decides to dissolve and liquidate its assets, Gryphon would be required to pay all of its contractual obligations and to set aside certain reserves for potential future claims and there can be no assurance as to the amount of and the timing of such liquidation and distribution of available cash left, if any, to distribute to its stockholders after paying the obligations of Gryphon and setting aside funds for reserves.

Q:     What conditions must be satisfied to complete the Mergers?

A:     In addition to approval of the Required Proposals, there are a number of closing conditions contained in the Merger Agreement, including the adoption of the Merger Agreement and approval of the Mergers by the ABTC stockholders. For a summary of the conditions that must be satisfied or waived prior to the Closing of the Mergers, see the section titled “The Merger Agreement — Conditions to the Closing.”

Q:     Why is Gryphon seeking stockholder approval to issue shares of Combined Company Common Stock to existing stockholders of ABTC in the Mergers?

A:     Because the Gryphon Common Stock is listed on Nasdaq, Gryphon is subject to Nasdaq’s rules. Under Nasdaq Rule 5635(a), stockholder approval is required prior to the issuance of securities in connection with the acquisition of another company if such securities (i) have or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of common stock (or securities convertible into or exercisable for common stock); or (ii) the number of shares of common stock to be issued is or will be equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the stock or securities. Accordingly, under Nasdaq Rule 5635(a), the issuance of the Combined Company Common Stock as Merger Consideration in the Mergers requires Gryphon stockholder approval.

Additionally, under Nasdaq Listing Rule 5635(b), stockholder approval is required when any issuance or potential issuance will result in a “change of control” of the issuer. Although Nasdaq has not adopted any rule on what constitutes a “change of control” for purposes of Rule 5635(b), Nasdaq has previously indicated that the acquisition of or right to acquire, by a single investor or affiliated investor group, as little as 20% of the common stock (or securities convertible into or exercisable for common stock) or voting power of an issuer could constitute a change of control. Accordingly, under Nasdaq Rule 5635(b), the issuance of the Combined Company Common Stock as Merger Consideration in the Mergers will result in a “change of control” of Gryphon.

Gryphon expects to issue up to approximately          shares of Combined Company Common Stock in connection with the Mergers, representing greater than 20% of Gryphon’s voting stock outstanding prior to the issuance. Accordingly, Gryphon is seeking stockholder approval of the issuance pursuant to the Merger Agreement under the Nasdaq rules.

Q:     Will the Combined Company Common Stock trade on an exchange?

A:     Shares of Gryphon Common Stock are currently listed on Nasdaq under the symbol “GRYP.” Gryphon will file an initial listing application for the Class A Common Stock with the Nasdaq Stock Market LLC. Before the Closing, Gryphon will file the Proposed Charter with the Secretary of State of the State of Delaware and the issued and outstanding shares of Gryphon Common Stock will be reclassified into fully paid and nonassessable shares of Class A Common Stock.

After Closing, Gryphon will be renamed “American Bitcoin Corp.” and it is expected that the Class A Common Stock will trade on Nasdaq under the symbol “ABTC.” It is a condition to the Closing that Gryphon will receive confirmation from Nasdaq that the Class A Common Stock has been approved for listing on Nasdaq, but there can be no assurance such listing condition will be met or that Gryphon will obtain such confirmation from Nasdaq. If such listing condition is not met or if such confirmation is not obtained, the Mergers will not be consummated unless the condition is waived. The Nasdaq condition set forth in the Merger Agreement is not expected to be waived by the applicable parties; however, if such condition is waived, Gryphon will not recirculate an updated proxy statement/prospectus, nor will it solicit a new vote of stockholders prior to proceeding with the Mergers. Accordingly, you are advised that Gryphon stockholders will not have certainty regarding the listing of the Combined Company’s shares at the time you are asked to vote at the Special Meeting. For more information, please see the section entitled “Risk Factors — Risks Related to the Combined Company — Failure by the Combined Company to comply with the initial listing standards of Nasdaq will prevent its stock from being listed on Nasdaq and may prevent the Closing.”

On         , 2025, the last trading day before the date of this proxy statement/prospectus, the closing price of Gryphon Common Stock was $         per share as reported on Nasdaq.

Q:     How many votes do I have at the Special Meeting?

A:     Each share of Gryphon Common Stock entitles the holder thereof to one vote on each matter submitted for stockholder approval at the Special Meeting. As of the close of business on the Record Date, there were          shares of Gryphon Common Stock outstanding.

Q:     What vote is required to approve the Proposals presented at the Special Meeting?

A:     Approval of the Charter Proposal requires the affirmative vote of a majority of the outstanding shares of capital stock of Gryphon entitled to vote. Abstentions and broker non-votes, if any, will have the same effect as a vote “AGAINST” the Charter Proposal. The approval of each of the other Proposals requires the affirmative vote of a majority of the votes cast by the holders of Gryphon Common Stock represented in person, online or by proxy and entitled to vote thereon at the Special Meeting.

If the Required Proposals are not approved, the other Proposals will not be presented to the Gryphon stockholders for a vote, although the Adjournment Proposal may be presented. The approval of the Required Proposals are conditions to the Closing.

Certain Gryphon stockholders who in the aggregate owned approximately 19.19% of the outstanding shares of Gryphon Common Stock as of May 9, 2025 have entered into voting and support agreements with ABTC, pursuant to which such stockholders have, among other things, agreed to vote in favor of the Proposals and certain other matters at any meeting of Gryphon’s stockholders (or any adjournment or postponement thereof), subject to the terms of such agreements. For more information, see the section titled “Agreements Related to the Merger Agreement — Gryphon Support Agreements.”

Q:     What constitutes a quorum at the Special Meeting?

A:     A quorum will be present at the Special Meeting if a majority of the shares of Gryphon Common Stock issued and outstanding and entitled to vote at the Special Meeting is represented in person, online or by proxy at the Special Meeting. In the absence of a quorum, the chairman of the meeting has the power to adjourn the Special Meeting. As of the Record Date,          shares of Gryphon Common Stock would be required to achieve a quorum.

Q:     Do ABTC’s stockholders need to approve the Mergers?

A:     Yes. The affirmative vote of a majority of the voting power of the issued and outstanding ABTC Common Stock is required to adopt the Merger Agreement and approve transactions contemplated thereby, including the Mergers.

Pursuant to the Merger Agreement, ABTC has agreed, as promptly as reasonably practicable after the Registration Statement (as described in more detail in the section titled “The Merger Agreement — Filing of Registration Statement”) becomes effective under the Securities Act, to obtain the requisite approval of the ABTC stockholders in the form of an irrevocable written consent.

Concurrently with the execution of the Merger Agreement, American Bitcoin Holdings, LLC (“ABH”), an ABTC stockholder, entered into a voting and support agreement with Gryphon (the “ABTC Support Agreement”) pursuant to which ABH has agreed to vote its shares of ABTC Common Stock in favor of the adoption of the Merger Agreement and approval of the transactions contemplated thereby. As of the date of this proxy statement/prospectus, ABH holds approximately 80.0% of the aggregate voting power of the issued and outstanding shares of ABTC Common Stock.

For more information, see the sections titled “The Merger Agreement — Efforts to Obtain Stockholder Approvals” and “Agreements Related to the Merger Agreement — ABTC Support Agreement.”

Q:     What interests do ABTC’s current directors and officers have in the Mergers?

A:     ABTC’s directors and officers have interests in the Mergers that are different from or in addition to (and which may conflict with) those of Gryphon stockholders generally. These interests include, among other things, the fact that:

•        certain ABTC stockholders affiliated with ABTC’s directors also currently hold shares of ABTC capital stock and ABH, which is a wholly owned subsidiary of Hut 8, beneficially owns a majority of the voting power of the outstanding ABTC Common Stock. Asher Genoot, a director of ABTC, is the Chief Executive Officer of ABH and Hut 8 and Michael Ho, a director and the Executive Chairman of ABTC, is the Chief Strategy Officer of ABH and Hut 8;

•        all of ABTC’s directors and executive officers are expected to become the directors and executive officers of the Combined Company upon the Closing;

•        certain members of the ABTC board of directors (the “ABTC Board”) and certain of ABTC’s executive officers are entitled to or are expected to receive, compensation and benefits in connection with their service to ABTC and the Combined Company; and

•        the amended and restated certificate of incorporation of ABTC, the amended and restated bylaws of ABTC and the Proposed Charter and Proposed Bylaws (as described herein) contain or will contain indemnification obligations pursuant to which ABTC’s or the Combined Company’s directors and executive

officers, as applicable, are indemnified for reasonable expenses and liabilities incurred in connection with any action or proceeding brought against them by reason of the fact that they are or were agents of ABTC or the Combined Company, as applicable.

For more information, please see the sections titled “Risk Factors” and “The Mergers — Interests of ABTC’s Directors and Officers in the Mergers,” “Management Following the Mergers,” “ABTC Executive Compensation,” “Beneficial Ownership of ABTC” and “The Charter Proposal (Proposal 2)” of this proxy statement/prospectus for a further discussion of these interests.

Q:     Will the management of the Combined Company change in connection with the Closing?

A:     Each of the executive officers and directors of Gryphon will resign at the Closing. It is anticipated that the executive officers of ABTC will serve as the executive officers of the Combined Company and each of Michael Ho, Michael Broukhim, Asher Genoot and Justin Mateen will be appointed to serve as directors of the Combined Company. For additional information, please see the section titled “Management Following the Mergers.”

Q:     What happens if I sell my shares of Gryphon Common Stock before the Special Meeting?

A:     The Record Date is earlier than the date of the Special Meeting. If you transfer your shares of Gryphon Common Stock after the Record Date, but before the Special Meeting, unless the transferee obtains a proxy from you to vote those shares, you will retain your right to vote at the Special Meeting. If you transfer your shares of Gryphon Common Stock prior to the Record Date, you will have no right to vote those shares at the Special Meeting.

Q:     Do I have appraisal or dissenters’ rights in connection with the proposed Mergers?

A:     Gryphon stockholders do not have appraisal or dissenters’ rights under the Delaware General Corporation Law (“DGCL”) in connection with the Mergers.

Q:     What happens if the Mergers are not consummated?

A:     There are certain circumstances under which the Merger Agreement may be terminated. See the section titled “The Merger Agreement — Termination of the Merger Agreement” for information regarding the parties’ specific termination rights.

Q:     When are the Mergers expected to be completed?

A:     Under the Merger Agreement, the Closing will occur on the second business day after the date on which the conditions to the Closing set forth in the Merger Agreement have been satisfied or waived or at such other time and date as may be agreed in writing between Gryphon and ABTC. The Mergers are anticipated to close in the third quarter of 2025, but the exact timing cannot be predicted.

For a description of the conditions to the Closing, see the section titled “The Merger Agreement — Conditions to the Closing.”

Q:     What do I need to do now?

A:     You are urged to carefully read and consider the information contained in this proxy statement/prospectus, including the annexes and the other documents referred to herein and to consider how the Mergers will affect you as a stockholder. You should then submit a proxy to vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, submit your voting instructions on the voting instruction form provided by the broker, bank or nominee.

Q:     What is a proxy?

A:     A proxy is a legal designation of another person to vote the stock you own. If you designate someone as your proxy in a written document, that document is also called a “proxy” or a “proxy card.” If you are a stockholder of record of shares of Gryphon Common Stock as of the close of business on the Record Date and you vote by phone, by Internet or by signing, dating and returning your proxy card in the enclosed postage-paid envelope, you designate two of Gryphon’s officers as your proxies at the Special Meeting, each with full power to act without the other and with full power of substitution. These two officers are Steve Gutterman and Simeon Salzman.

Q:     What is the difference between holding shares as a stockholder of record and as a beneficial holder?

A:     If your shares of Gryphon Common Stock are registered directly in your name with Continental Stock Transfer & Trust Company (“CST”), you are considered the stockholder of record with respect to those shares and access to proxy materials is being provided directly to you. If your shares are held in a stock brokerage account or by a bank or other nominee, then you are considered the beneficial owner of those shares, which are considered to be held in street name. Access to proxy materials is being provided to you by your broker, bank or other nominee who is considered the stockholder of record with respect to those shares.

Direct holders (stockholders of record).    For shares of Gryphon Common Stock held directly by you, please complete, sign, date and return each proxy card (or cast your vote by telephone or Internet as provided on each proxy card) or otherwise follow the voting instructions provided in this proxy statement/prospectus in order to ensure that all of your shares of Gryphon Common Stock are voted.

Shares in “street name.”    For shares of Gryphon Common Stock held in “street name” through a bank, brokerage firm or other nominee, you should follow the procedures provided by your bank, brokerage firm or other nominee to vote your shares.

Q:     How do I vote?

A:     If you are a stockholder of record of Gryphon as of         , 2025, the Record Date, you may submit your proxy before the Special Meeting in any of the following ways, if available:

•        use the toll-free number shown on your proxy card;

•        visit the website shown on your proxy card to vote via the internet; or

•        complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope.

Stockholders who choose to participate in the Special Meeting can vote their shares electronically during the meeting via live audio webcast by visiting https://www.cstproxy.com/gryphondigitalmining/        . You will need the control number that is printed on your proxy card to enter the Special Meeting. Gryphon recommends that you log in at least 15 minutes before the meeting to ensure you are logged in when the Special Meeting starts.

If your shares are held in “street name” through a broker, bank or other nominee, your broker, bank or other nominee will send you separate instructions describing the procedure for voting your shares. “Street name” stockholders who wish to vote at the Special Meeting will need to obtain a proxy form from their broker, bank or other nominee.

Q:     What will happen if I abstain from voting or fail to vote at the Special Meeting?

A:     At the Special Meeting, Gryphon will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. Abstentions will have the same effect as a vote “AGAINST” the Charter Proposal. Assuming a quorum is present, abstentions will have no effect on the other Proposals.

If you do not give instructions to your broker, your broker cannot vote your Gryphon shares during the Special Meeting for anything other than the Adjournment Proposal because all the other proposals are considered “non-discretionary,” non-routine items.

Q:     What will happen if I sign and return my proxy card without indicating how I wish to vote?

A:     Signed and dated proxies received by Gryphon without an indication of how the stockholder intends to vote on a proposal will be voted “FOR” each proposal presented to the stockholders. The proxy holders may use their discretion to vote on any other matters which properly come before the Special Meeting.

Q:     If I am not going to attend the Special Meeting, should I return my proxy card instead?

A:     Yes. Whether or not you plan to attend the Special Meeting, please read this proxy statement/prospectus carefully and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

custodians, nominees and fiduciaries representing beneficial owners of shares of Gryphon Common Stock for their expenses in forwarding soliciting materials to beneficial owners of the Gryphon Common Stock and in obtaining voting instructions from those owners. Gryphon’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the internet or in person online. Such banks, brokers and other custodians, nominees and fiduciaries will not be paid any additional amounts for soliciting proxies.

Q:     Are there risks that I should consider as a Gryphon stockholder in deciding how to vote?

A:     Yes, you should read and carefully consider the risk factors set forth in the section titled “Risk Factors” and the documents included and incorporated by reference in this proxy statement/prospectus, which set forth certain risks and uncertainties related to the Mergers, risks and uncertainties to which the Combined Company will be subject and risks and uncertainties to which each of Gryphon and ABTC, as independent companies, are subject.

Q:     Who can help answer my questions?

A:     If you have questions about the proposals or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card you should contact our proxy solicitor at:

Okapi Partners
Banks and Brokerage Firms, Please Call: (212) 297-0720
Stockholders and All Others Call Toll-Free: (855) 305-0857
E-mail: info@okapipartners.com

To obtain timely delivery, Gryphon stockholders must request the materials no later than         , 2025.

You may also obtain additional information about Gryphon from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information.”

Risk FACTORS

The Combined Company (for the purpose of this “Risk Factors” section, “we,” “us” and “our”) will be faced with a market environment that cannot be predicted and that involves significant risks and uncertainties, many of which will be beyond our control. Investing in the Class A Common Stock of the Combined Company involves a high degree of risk. The Combined Company’s business, prospects, financial condition and results of operations could be materially and adversely affected by a manifestation of any of these risks and uncertainties. In that event, the trading price of its Class A Common Stock would likely decline and you might lose all or part of your investment. The risks described below are certain material risks, although not the only risks, relating to the Mergers and each of Gryphon, ABTC and the Combined Company following the Mergers. In addition to the other information contained in this proxy statement/ prospectus, you should carefully consider the material risks, events and uncertainties that make an investment in the Combined Company speculative or risky described below before deciding how to vote your shares of Gryphon Common Stock. You should also read and consider the additional information about Gryphon set forth in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which is filed with the SEC. Please see the section titled “Where You Can Find More Information” for further information. This proxy statement/prospectus contains forward-looking statements that involve risks and uncertainties. Gryphon or ABTC’s or the Combined Company’s results could materially differ from those anticipated in these forward-looking statements, as a result of certain factors including the risks described below and elsewhere in this proxy statement/prospectus and Gryphon’s other SEC filings. See also “Cautionary Statement Concerning Forward-Looking Statements.” The risks and uncertainties described below are not the only ones Gryphon, ABTC or the Combined Company may face. The operations of Gryphon, ABTC and the Combined Company could also be affected by factors, events or uncertainties that are not presently known to Gryphon or ABTC or that Gryphon or ABTC currently do not consider to present significant risks to the business of Gryphon, ABTC or the Combined Company. Therefore, you should not consider the following risks to be a complete statement of all the potential risks or uncertainties that Gryphon, ABTC or the Combined Company may face.

Risks Related to the Mergers

Neither Gryphon nor ABTC can be sure if or when the Mergers will be completed.

The Closing is subject to the satisfaction or waiver of various conditions, including the authorization of the Mergers by ABTC’s stockholders and the approval of the Required Proposals described herein by Gryphon’s stockholders. Neither Gryphon nor ABTC can guarantee that the Closing conditions set forth in the Merger Agreement will be satisfied. If Gryphon is unable to satisfy the Closing conditions in ABTC’s favor or if other mutual Closing conditions are not satisfied, ABTC will not be obligated to complete the Mergers. Under certain circumstances, Gryphon would be required to pay ABTC a termination fee of $5,000,000, in addition to the out-of-pocket fees and expenses incurred by or on behalf of ABTC in connection with the transactions contemplated by the Merger Agreement.

If the Mergers are not completed, the Gryphon Board, in discharging its fiduciary obligations to Gryphon stockholders, will evaluate other strategic alternatives or financing options that may be available, which alternatives may not be as favorable to Gryphon stockholders as the Mergers, if available at all. Any future sale, merger, financing or other transaction may be subject to further stockholder approval. Gryphon may also be unable to find, evaluate or complete other strategic alternatives, which may have a material adverse effect on Gryphon’s business, financial condition or results of operations.

Gryphon’s and ABTC’s efforts to complete the Mergers could cause substantial disruptions in and create uncertainty surrounding, their respective businesses, which may materially adversely affect their results of operation and businesses. Uncertainty as to whether the Mergers will be completed may also affect Gryphon’s and ABTC’s ability to retain and motivate existing employees. A substantial amount of Gryphon’s and ABTC’s management’s and employees’ attention is being directed toward the Closing and thus is being diverted from their respective day-to-day operations. Uncertainty as to Gryphon’s and ABTC’s future could adversely affect their relationship with collaborators, suppliers, vendors, regulators and other business partners and stakeholders. For example, vendors, collaborators and other counterparties may defer decisions concerning working with Gryphon or ABTC or seek to change existing business relationships with Gryphon or ABTC, during the pendency of the Mergers. Changes to or termination of, existing business relationships could adversely affect Gryphon and ABTC’s business, results of operations and financial condition, as well as the market price of Gryphon Common Stock. The adverse effects of the pendency of the Mergers could be exacerbated by any delays in the Closing or by the termination of the Merger Agreement.

For a description of the conditions to the Closing, please see the section of this proxy statement/prospectus titled “The Merger Agreement — Conditions to the Closing.”

The Closing is subject to approval by the Gryphon stockholders and the ABTC stockholders. Failure to obtain these approvals would prevent the Closing.

The Closing is subject to certain approvals by the Gryphon stockholders and the ABTC stockholders. Failure to obtain the required stockholder approvals may result in a material delay in or the abandonment of, the Mergers. Any delay in completing the Mergers may materially adversely affect the timing and benefits that are expected to be achieved from the Mergers.

Gryphon stockholders will experience significant ownership and voting power dilution in connection with the Mergers and may not realize a benefit from the Mergers commensurate with that dilution.

Pursuant to the terms of the Merger Agreement and upon the Closing, the Gryphon stockholders as of immediately prior to the First Effective Time are expected to own 2.0% of the Combined Company Common Stock and the ABTC stockholders as of immediately prior to the First Effective Time are expected to own 98.0% of the Combined Company Common Stock, each on a fully diluted basis. ABTC stockholders who hold ABTC Class B Common Stock, including ABH, which is a wholly owned subsidiary of Hut 8, and certain other stockholders of ABTC, will receive Class B Common Stock, which will entitle the holder thereof to 10,000 votes per share. The Class A Common Stock that will be held by other stockholders of the Combined Company, including stockholders of Gryphon, will entitle the holder thereof to one vote per share. Upon the Closing, Hut 8 will own 80% of the shares of Class B Common Stock and a majority of the total combined voting power of Combined Company’s outstanding capital stock.

Accordingly, the issuance of Combined Company Common Stock to ABTC stockholders in the Mergers will significantly reduce the ownership stake and relative voting power of each share of Gryphon Common Stock held by current Gryphon stockholders. Consequently, following the Mergers, the ability of current Gryphon stockholders to influence Combined Company management will be substantially reduced.

If the Combined Company is unable to realize the strategic and financial benefits currently anticipated from the Mergers, Gryphon stockholders will have experienced substantial dilution of their ownership interests in Gryphon without receiving the expected commensurate benefit or only receiving part of the commensurate benefit to the extent the Combined Company is able to realize only part of the expected strategic and financial benefits currently anticipated from the Mergers.

The intended benefits of the Mergers may not be realized.

The Mergers pose risks for Gryphon’s and ABTC’s ongoing operations, including, among others:

•        that senior management’s attention may be diverted from management of the respective businesses, current operations and development;

•        that there are significant costs and expenses associated with any undisclosed or potential liabilities; and

•        that unforeseen difficulties may arise in integrating Gryphon’s and ABTC’s businesses in the Combined Company.

As a result of the foregoing and other factors, risks and characteristics, the Combined Company may be unable to realize the full strategic and financial benefits currently anticipated from the Mergers and Gryphon and ABTC cannot assure you that the Mergers will be accretive to Gryphon or ABTC stockholders in the near term or at all. Furthermore, if Gryphon or ABTC stockholders fail to realize the intended benefits of the Mergers or they take longer than expected to achieve, the market price of the Combined Company’s common stock could decline to the extent that the market price reflects those anticipated benefits. Gryphon stockholders will have experienced substantial dilution of their ownership interests in Gryphon without receiving any commensurate benefit or only receiving part of the commensurate benefit to the extent the Combined Company is able to realize only part of the strategic and financial benefits currently anticipated from the Mergers.

Failure to complete the Mergers may result in Gryphon paying a termination fee to ABTC, which could significantly harm the price of the Gryphon Common Stock and Gryphon’s future business and operations.

If the Mergers are not completed and the Merger Agreement is terminated under certain circumstances, Gryphon may be required to pay ABTC a termination fee of $5,000,000, in addition to the out-of-pocket fees and expenses incurred by or on behalf of ABTC in connection with the transactions contemplated by the Merger Agreement. Even if such a termination fee is not payable in connection with a termination of the Merger Agreement, Gryphon will have incurred significant fees and expenses, which must be paid whether or not the Mergers are completed. Further, if the Mergers are not completed, it could significantly harm the market price of the Gryphon Common Stock.

In addition, if the Merger Agreement is terminated and Gryphon determines to seek another business combination, there can be no assurance that Gryphon will be able to find a partner and close an alternative transaction on terms that are as favorable as or more favorable to Gryphon than the terms set forth in the Merger Agreement or at all.

The market value of Gryphon and ABTC may change between the date of this proxy statement/prospectus and the Closing and the fairness opinion obtained by Gryphon will not reflect subsequent changes.

The Gryphon Board obtained an opinion of Marshall & Stevens to address the fairness to Gryphon stockholders of the consideration to be paid by Gryphon in the Mergers, from a financial point of view, as of May 7, 2025. Subsequent changes in the operation and prospects of Gryphon or ABTC, general market and economic conditions and other factors, some of which may be beyond the control of Gryphon or ABTC and on which Marshall & Stevens’ opinion was based, may significantly alter the value of ABTC or Gryphon or the price of the shares of Gryphon Common Stock, by the time the Mergers are completed. Because Gryphon does not anticipate asking Marshall & Stevens to update its opinion, the opinion will not address the fairness of the consideration from a financial point of view as of any other date other than the date of such opinion. For a description of the opinion that Gryphon obtained from Marshall & Stevens, please refer to “The Mergers — Opinion of Marshall & Stevens.”

The Mergers are subject to the requirements of the HSR Act, and regulatory authorities may impose conditions that could have an adverse effect on Gryphon and/or ABTC following the Mergers or that could delay, prevent or increase the costs associated with completion of the Mergers.

Completion of the Mergers is conditioned upon the expiration or termination of any waiting period under the provisions of the HSR Act. Under the Merger Agreement, Gryphon and ABTC have agreed to use their respective reasonable best efforts to obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from governmental authorities and make all necessary registrations, declarations and filings with governmental authorities, that are necessary to consummate the Mergers. However, there can be no assurance that these approvals will be obtained and that the other conditions to completing the Mergers will be satisfied. In addition, the governmental authorities from which the regulatory approvals are required may impose conditions on the Closing or require changes to the terms of the Merger Agreement or other agreements to be entered into in connection with the Merger Agreement which may delay completion of the Mergers or impose additional material costs on or materially limit the revenues of the Combined Company following the completion of the Mergers. There can be no assurance that regulators will choose not to impose such conditions or changes in terms, and, if imposed, such conditions or changes in terms may delay or lead to the abandonment of the Mergers.

The Mergers may be completed even though certain events occur prior to the Closing that materially and adversely affect Gryphon or ABTC.

The Merger Agreement provides that either Gryphon or ABTC can refuse to complete the Mergers if there is a material adverse effect with the other party occurring between the date of the Merger Agreement and the Closing. However, certain types of changes do not permit either party to refuse to complete the Mergers, even if such change could be said to have a material adverse effect on Gryphon or ABTC, including, but not limited to:

•        any changes in conditions generally affecting United States or global economic, business, regulatory conditions, including changes in United States or global securities, credit, financial, debt or other capital markets;

•        conditions (or changes in such conditions) in the currency, Bitcoin mining, cryptocurrency, electricity, power or natural gas industry (including changes in cryptocurrency prices, commodity prices, general market prices and regulatory changes affecting the industry);

•        general changes in national or international political conditions (including the imposition of or changes in international tariffs, sanctions, trade policies or disputes or any “trade war” and any cessation, outbreak or escalation of hostilities, any acts of war or terrorism or any other national or international calamity, crisis or emergency);

•        acts of God, natural disasters, calamities, disease outbreaks or pandemics;

•        any failure, in and of itself, by ABTC or any of its subsidiaries to meet any internal or published projections, forecasts, estimates or predictions in respect of revenues, earnings or other financial or operating metrics for any period;

•        the execution and delivery of the Merger Agreement, the public announcement thereof, the pendency of the Merger Agreement, the impact thereof on the relationships of ABTC and its subsidiaries, with customers, suppliers or partners or the Closing;

•        any changes after the date of the Merger Agreement not announced prior to the date of the Merger Agreement in any applicable law or U.S. generally accepted accounting principles (“U.S. GAAP”), including, in each case, the authoritative interpretation or enforcement thereof;

•        any action required by a governmental authority pursuant to antitrust laws in connection with the Mergers; and

•        any action or omission taken by ABTC pursuant to the prior written request of Gryphon, subject to certain exceptions set forth in the Merger Agreement.

The officers and directors of Gryphon and ABTC have interests in the Mergers that may be different from or in addition to, the interests of Gryphon and ABTC stockholders generally.

Some of Gryphon’s directors and officers have interests in the Mergers that are different from Gryphon’s stockholders generally and that may influence them to support or approve the Mergers without regard to the interests of Gryphon’s other stockholders. For example:

•        based on the terms of his employment agreement, Steve Gutterman, the Company’s Chief Executive Officer, will be entitled to receive a total value of approximately $2,290,794 in connection with the Closing, which consists of (i) $737,164 as part of severance payments under his employment agreement and (ii) approximately $1,553,630 in value associated with the accelerated vesting of outstanding unvested restricted stock units;

•        based on the terms of his employment agreement, Simeon Salzman, the Company’s Chief Financial Officer, will be entitled to receive a total value of approximately $412,500 in connection with the Closing, which consists of a severance payment under his employment agreement that is payable in twelve equal monthly installments;

•        based on the terms of his employment agreement, Eric Gallie, the Company’s Senior Vice President, Energy, will be entitled to receive a total value of approximately $835,000 in connection with the Closing, which consists of (i) $250,000 as part of severance payments under his employment agreement, payable in twelve equal monthly installments and (ii) approximately $585,000 in value associated with the accelerated vesting of outstanding unvested restricted stock units; and

•        Gryphon’s directors and officers will be eligible for continued indemnification and continued coverage under directors’ and officers’ liability insurance after the Mergers and pursuant to the terms of the Merger Agreement.

The Gryphon Board was aware of these interests and considered them, among other matters, in the decision to approve the Merger Agreement.

The interests of Gryphon and ABTC directors and executive officers are described in more detail in the sections titled “The Mergers — Interests of Gryphon Directors and Executive Officers in the Mergers” and “The Mergers — Interests of ABTC’s Directors and Officers in the Mergers” in this proxy statement/prospectus. Gryphon and ABTC stockholders should be aware of these interests when they consider voting or consenting, as applicable, to matters relating to the Mergers.

Certain provisions of the Merger Agreement may discourage third parties from submitting alternative takeover proposals, including proposals that may be superior to the arrangements contemplated by the Merger Agreement.

The Merger Agreement contains “no-shop” restrictions on Gryphon’s ability to solicit, initiate, endorse, knowingly encourage or facilitate third party proposals relating to alternative transactions or to provide information to or engage in discussions with, a third party in relation to an alternative transaction, subject to certain exceptions to permit the Gryphon Board to comply with its fiduciary duties. The Merger Agreement also contains “force the vote” provisions that require Gryphon to hold the Special Meeting even if the Gryphon Board withdraws, amends or modifies its recommendation regarding the Proposals. Before the Gryphon Board may change its recommendation to stockholders to vote in favor of the Proposals, Gryphon must, among other things, provide ABTC with notice and negotiation rights. Upon the termination of the Merger Agreement in certain circumstances, including in connection with a Gryphon Recommendation Change in response to a Superior Proposal, Gryphon may be required to pay up to $5,000,000 as a termination fee, in addition to the out-of-pocket fees and expenses incurred by or on behalf of ABTC in connection with the transactions contemplated by the Merger Agreement.

These provisions could discourage a potential third party acquiror from considering or proposing an acquisition transaction, even if it were prepared to pay a higher price than what would be received in the Mergers. These provisions might also result in a potential third party acquiror proposing to pay a lower price than it might otherwise have proposed to pay because of the added expense of the $5,000,000 termination fee and additional ABTC fees and expenses that may become payable.

If the Merger Agreement is terminated and Gryphon determines to seek another business combination, Gryphon may not be able to negotiate a transaction with another party on terms comparable to or better than, the terms of the Merger Agreement or at all.

Furthermore, as noted above, certain Gryphon securityholders holding an aggregate of approximately 19.19% of the outstanding voting securities of Gryphon as of May 9, 2025 have entered into the Gryphon Support Agreements. These Gryphon securityholders also agreed to vote against any Gryphon Acquisition Proposal (as defined in the Merger Agreement) or any other proposal with respect to Gryphon that is in opposition to or in competition with, the Mergers (see “Agreements Related to the Merger Agreement — Gryphon Support Agreements”). As a result, the Gryphon Support Agreements may discourage other parties from attempting to engage in a transaction with Gryphon, even if those parties would otherwise be willing to offer greater value to Gryphon stockholders than that offered by ABTC under the Mergers.

Gryphon and ABTC will be subject to certain contractual restrictions while the Mergers are pending.

The Merger Agreement restricts each of Gryphon and ABTC from making certain acquisitions and divestitures, entering into certain contracts, incurring certain indebtedness and expenditures, paying dividends, repurchasing or, with respect to Gryphon, issuing equity securities outside certain limited exceptions and taking other specified actions until the earlier of the Closing or the termination of the Merger Agreement without the consent of the other party. These restrictions may prevent Gryphon and ABTC from pursuing attractive business opportunities that may arise prior to the Closing and could have the effect of delaying or preventing other strategic transactions. Adverse effects arising from the pendency of the Mergers could be exacerbated by any delays in the Closing or the termination of the Merger Agreement. See the section titled “The Merger Agreement — Conduct of Business” in this proxy statement/prospectus.

The market price of Gryphon Common Stock may decline and the value of ABTC’s securities may be adversely affected as a result of the announcement and pendency of the Mergers.

The market price of Gryphon Common Stock may decline and the value of ABTC’s securities may be adversely affected as a result of the announcement and pendency of the Mergers for a number of reasons, including if:

•        investors react negatively to the prospects of the Combined Company’s business and financial condition following the Mergers; and/or

•        the attention of Gryphon or ABTC management is directed towards the Closing and other transaction-related considerations and is diverted from the day-to-day business operations of Gryphon or ABTC, as applicable and matters related to the Mergers require commitments of time and resources that could otherwise have been devoted to other opportunities that might have been beneficial to Gryphon or ABTC, as applicable.

A decline in the market price of Gryphon Common Stock or an adverse effect upon the value of ABTC’s securities could adversely affect the businesses of, or harm the financial condition, results of operations or business prospects of, Gryphon, ABTC or the Combined Company.

If the Mergers are not completed, the Gryphon Board may decide to pursue a dissolution and liquidation of Gryphon. In such an event, the amount of cash available for distribution to its stockholders will depend heavily on the timing of such liquidation as well as the amount of cash that will need to be reserved for commitments and contingent liabilities.

There can be no assurance that the Mergers will be completed. If the Mergers are not completed, the Gryphon Board may decide to pursue a dissolution and liquidation of Gryphon. In such an event, the amount of cash available for distribution to Gryphon stockholders will depend heavily on the timing of such decision, as with the passage of time the amount of cash available for distribution is expected to be reduced as Gryphon continues to fund its operations and transaction-related expenses. In addition, if the Gryphon Board were to approve and recommend and Gryphon stockholders were to approve, a dissolution and liquidation of Gryphon, Gryphon would be required under Delaware corporate law to pay its outstanding obligations, as well as to make reasonable provision for contingent and unknown obligations, prior to making any distributions in liquidation to Gryphon stockholders. As a result of this requirement, a portion of Gryphon’s remaining cash assets may need to be reserved pending the resolution of such obligations. In addition, Gryphon may be subject to litigation or other claims related to a dissolution and liquidation. If a dissolution and liquidation were pursued, the Gryphon Board, in consultation with its advisors, would need to evaluate these matters and make a determination about a reasonable amount to reserve. Accordingly, holders of Gryphon Common Stock could lose all or a significant portion of their investment in the event of liquidation, dissolution or winding up of Gryphon.

ABTC stockholders may receive shares of Combined Company Common Stock in the Mergers that have a value that is less than or greater than, the fair market value of the shares of ABTC Common Stock.

ABTC Common Stock is privately held and not traded in any public market. The lack of a public market makes it extremely difficult to determine the fair market value of ABTC Common Stock. Because the percentage of Combined Company Common Stock to be issued to stockholders of ABTC was determined based on negotiations between the parties, it is possible that the stockholders of ABTC may receive shares of Combined Company Common Stock in the Mergers that have a value that is less than or greater than, the fair market value of the shares of ABTC Common Stock.

In addition, the Exchange Ratio is not adjustable based on the market price of Gryphon Common Stock, so the Merger Consideration at the Closing may have a greater or lesser value than at the time the Merger Agreement was signed. The Merger Agreement has set the Exchange Ratio formula for the Combined Company Common Stock and the Exchange Ratio is only adjustable upward or downward on the basis of Gryphon’s and ABTC’s fully diluted equity capitalization as of immediately prior to the effective time of the Mergers. Any changes in the market price of Gryphon Common Stock before the Closing will not affect the number of shares ABTC stockholders will be entitled to receive pursuant to the Merger Agreement, nor the expectation that ABTC stockholders will collectively own approximately 98.0% of the outstanding Combined Company Common Stock, on a fully diluted basis, upon the Closing.

Therefore, if before the Closing, the market price of Gryphon Common Stock declines from the market price on the date of the Merger Agreement, then ABTC stockholders could receive Merger Consideration with substantially lower value. Similarly, if before the Closing, the market price of Gryphon Common Stock increases from the market price on the date of the Merger Agreement, then ABTC stockholders could receive merger consideration with substantially more value for their shares of ABTC Common Stock than the parties had negotiated for in the establishment of the Exchange Ratio. For a discussion of the Exchange Ratio, see the sections titled “The Mergers — Merger Consideration” and “The Merger Agreement — Terms of the Merger; Merger Consideration” in this proxy statement/prospectus.

Litigation relating to the Mergers could require Gryphon or ABTC to incur significant costs and suffer management distraction and could delay or enjoin the Mergers.

Gryphon or ABTC could be subject to demands or litigation related to the Mergers, whether or not the Mergers are consummated. Such actions may create uncertainty relating to the Mergers or delay or enjoin the Mergers and responding to such demands is often expensive and could divert management time and resources. In addition, such demands or litigation could lead to a dissolution or bankruptcy of Gryphon if the costs associated with such demands or litigation are significant enough. For additional information regarding certain pending litigation matters relating to Gryphon, see the section titled “Gryphon’s Business — Legal Proceedings” in this proxy statement/prospectus.

Gryphon and ABTC are expected to incur substantial expenses related to the Mergers.

Gryphon and ABTC have incurred and expect to continue to incur, substantial fees and expenses in connection with the Mergers, including legal, accounting, financial advisory and other transaction fees and costs associated with the Mergers. Additionally, as the controlling stockholder of ABTC, Hut 8 has incurred and expects to continue to incur fees and expenses in connection with the Mergers, and such costs are expected to be borne by ABTC. Actual transaction costs may substantially exceed Gryphon’s and ABTC’s respective estimates and may have an adverse effect on the Combined Company’s financial condition and operating results.

In addition, the Combined Company may also incur significant integration-related fees and costs related to formulating and implementing integration plans, including facilities and systems consolidation costs and employment-related costs. Gryphon and ABTC continue to assess the magnitude of these costs and additional unanticipated costs may be incurred in the Mergers and the integration of the two companies’ businesses.

Gryphon or ABTC may waive one or more of the Closing conditions without re-soliciting stockholder approval.

Gryphon or ABTC may determine to waive, in whole or in part, one or more of the conditions to its obligations to consummate the Mergers. Gryphon and ABTC expect to evaluate the materiality of any waiver and its effect on Gryphon or ABTC stockholders, as applicable, in light of the facts and circumstances at the time to determine whether any amendment of this proxy statement/prospectus or any re-solicitation of proxies, approvals or voting cards is required in light of such waiver. Any determination to waive any condition to the Mergers or as to re-soliciting stockholder approval or amending this proxy statement/prospectus as a result of a waiver will be made by Gryphon or ABTC, as applicable, at the time of such waiver based on the facts and circumstances as they exist at that time.

Risks Related to Gryphon

Gryphon’s independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about Gryphon’s ability continue as a “going concern.”

Gryphon’s consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplate the continuation of Gryphon as a going concern and the realization of assets and satisfaction of liabilities in the ordinary course of business.

Since Gryphon began revenue generation in September 2021, management has financed Gryphon’s operations through equity and debt financing and the sale of the digital assets earned through mining operations.

Gryphon’s auditors, RBSM LLP, have indicated in their report on Gryphon’s consolidated financial statements for the fiscal year ended December 31, 2024, that conditions exist that raise substantial doubt about Gryphon’s ability to continue as a going concern due to its recurring losses from operations and significant accumulated deficit. In addition, Gryphon may continue to experience negative cash flows from operations, and in connection with the Mergers, in the

foreseeable future. A “going concern” opinion could impair Gryphon’s ability to finance its operations through debt or equity financing. Gryphon’s ability to continue as a going concern will depend upon the availability of such financing which represents the primary source of cash flows that will permit it to meet its financial obligations as they come due. However, there can be no assurance that such financing will be available in sufficient amounts and on acceptable terms, when and if needed or at all. The precise amount and timing of the funding needs cannot be determined accurately at this time and will depend on several factors, including the market price for the underlying commodity mined by Gryphon and its ability to procure equipment and operate profitably.

Gryphon may experience liquidity constraints and need additional capital, which may not be available to it on favorable terms or at all.

Liquidity risk is the possibility that Gryphon will be unable to meet its financial obligations as they come due. Gryphon will need to raise additional capital to fund its operations or unanticipated working capital requirements. Gryphon may seek but fail to obtain additional debt or equity financing on favorable terms, if at all, which could impair its growth and adversely affect its existing operations. In addition, Gryphon’s ability to consummate such financings is limited by the Merger Agreement, during the pendency of the Mergers. Raising capital through equity financing could dilute existing stockholders and reduce the value of their investment. Debt financing, on the other hand, could impose restrictive terms, prioritize creditors over stockholders or require it to maintain liquidity levels or financial ratios that may not align with its business needs or be in the best interest of its stockholders.

Gryphon is an early-stage company and has a limited history of generating profits.

Gryphon was formed in October 2020 and has a limited history upon which an evaluation of Gryphon’s performance and future prospects can be made. Gryphon began mining operations in September 2021 and had no previous existing operations. Gryphon’s current and proposed operations are subject to all of the business risks associated with new enterprises. These include likely fluctuations in operating results as Gryphon reacts to developments in its market, manages its growth and operations and responds to the entry of competitors into the market. Further, there is no assurance that Gryphon can successfully execute its business plan. Gryphon has had limited revenues generated since its Bitcoin miners became operational in September 2021 and consequently recorded losses in 2024, 2023, 2021 and 2020. Gryphon generated minimal profits in 2022 and may not be able to sustain profitability in the future.

Gryphon’s Bitcoin may be subject to loss, theft or restriction on access.

There is a risk that some or all of Gryphon’s Bitcoin could be lost or stolen. Cryptocurrencies are stored in cryptocurrency sites commonly referred to as “wallets” by holders of cryptocurrencies, which may be accessed to exchange a holder’s cryptocurrency assets. Access to Gryphon’s Bitcoin assets could also be restricted by cybercrime (such as a denial of service attack) against a service at which Gryphon maintains a hosted hot wallet. A hot wallet refers to any cryptocurrency wallet that is connected to the Internet. Generally, hot wallets are easier to set up and access than wallets in cold storage, but they are also more susceptible to hackers and other technical vulnerabilities. Cold storage refers to any cryptocurrency wallet that is not connected to the Internet. Gryphon holds its Bitcoin solely in cold custodial wallets with keys managed by BitGo Trust. Cold storage is generally more secure than hot storage, but is not ideal for quick or regular transactions and Gryphon may experience lag time in its ability to respond to market fluctuations in the price of Gryphon’s Bitcoin assets.

Hackers or malicious actors may launch attacks to steal, compromise or secure Bitcoin, such as by attacking the Bitcoin network source code, exchange Bitcoin miners, third-party platforms, cold and hot storage locations or software, through phishing schemes or by other means. Several errors and defects in such codes have been found previously, including those that disabled some functionality for users and exposed users’ information. Exploitations of flaws in the source code that allow malicious actors to take or create money have previously occurred. Despite Gryphon’s efforts and processes to prevent breaches, Gryphon’s devices, as well as Gryphon’s Bitcoin miners, computer systems and those of third parties that Gryphon uses in its operations, are vulnerable to cybersecurity risks, including cyberattacks such as viruses and worms, phishing attacks, denial-of-service attacks, physical or electronic break-ins, employee theft or misuse and similar disruptions from unauthorized tampering with Gryphon’s Bitcoin miners and computer systems or those of third parties that Gryphon uses in its operations. Any of these events may adversely affect Gryphon’s operations and, consequently, Gryphon’s investments and profitability. The loss or destruction of a private key required

to access Gryphon’s digital wallets may be irreversible and Gryphon may be denied access for all time to its Bitcoin holdings or the holdings of others held in those compromised wallets. Gryphon’s loss of access to its private keys or a data loss relating to Gryphon’s digital wallets could adversely affect Gryphon’s investments and assets.

Cryptocurrencies are controllable only by the possessor of both the unique public and private keys relating to the local or online digital wallet in which they are held, which wallet’s public key or address is reflected in the network’s public blockchain. Gryphon will publish the public key relating to digital wallets in use when Gryphon verifies the receipt of transfers and disseminates such information into the network, but Gryphon will need to safeguard the private keys relating to such digital wallets. Gryphon safeguards and keeps private the private keys relating to its digital assets by relying on BitGo Trust’s (as defined herein) 100% cold storage custody solution held in a purpose-built physically-secure environment based on established, industry best practices to safeguard its digital assets from theft, loss, destruction or other issues relating to hackers and technological attack. Gryphon’s CEO holds Gryphon side private keys that are protected with two-factor authentication. Gryphon confirms transactional validity and data for revenue recognition through a daily review and reconciliation of BitGo Trust reports. Custodial side keys are held by BitGo Trust who verifies requests with two factor authentication and video reviews. To the extent such private keys are lost, destroyed or otherwise compromised, Gryphon will be unable to access its Bitcoin rewards and such private keys may not be capable of being restored by any network. Any loss of private keys relating to digital wallets used to store Gryphon’s Bitcoin could have a material adverse effect on Gryphon’s ability to continue as a going concern or to pursue its new strategy at all, which could have a material adverse effect on Gryphon’s business, prospects or operations and potentially the value of any Bitcoin that Gryphon mines or otherwise acquires or holds for its own account.

Incorrect or fraudulent cryptocurrency transactions may be irreversible.

Cryptocurrency transactions are irrevocable and stolen or incorrectly transferred cryptocurrencies may be irretrievable. As a result, any incorrectly executed or fraudulent Bitcoin transactions could adversely affect Gryphon’s investments and assets. Cryptocurrency transactions are not, from an administrative perspective, reversible without the consent and active participation of the recipient of the cryptocurrency from the transaction. In theory, Bitcoin transactions may be reversible with the control or consent of a majority of processing power on the Bitcoin network; however, Gryphon does not now, nor is it feasible that Gryphon could in the future, possess sufficient processing power to effect such a reversal. Once a transaction has been verified and recorded in a block that is added to a blockchain, an incorrect transfer of a cryptocurrency or a theft thereof generally will not be reversible and Gryphon may not have sufficient recourse to recover its losses from any such transfer or theft. It is possible that, through computer or human error or through theft, fraud, phishing schemes or other criminal action, Gryphon’s cryptocurrency rewards could be transferred in incorrect amounts or to unauthorized third parties or uncontrolled accounts. Further, at this time, there is no specifically enumerated U.S. or foreign governmental, regulatory, investigative or prosecutorial authority or mechanism through which to bring an action or complaint regarding missing or stolen cryptocurrency. In the event of a loss, Gryphon would be reliant on existing private investigative entities to investigate any such loss of Gryphon’s Bitcoin assets. These third-party service providers rely on data analysis and compliance of Internet service providers with traditional court orders to reveal information such as the IP addresses of any attackers who may have targeted Gryphon. To the extent that Gryphon is unable to recover its losses from such action, error, theft or other criminal action, such events could have a material adverse effect on Gryphon’s ability to continue as a going concern or to pursue Gryphon’s new strategy at all, which could have a material adverse effect on Gryphon’s business, prospects or operations of and potentially the value of any Bitcoin that Gryphon mines or otherwise acquires or holds for its own account.

Restrictive covenants in the new loan agreement with Anchorage may limit Gryphon’s operating flexibility and ability to engage in certain transactions that may be in its long-term best interest.

On May 25, 2022, Anchorage entered into an Equipment Loan and Security Agreement (as amended on March 27, 2023, the “Anchorage Loan Agreement”) with Gryphon Opco I LLC (“Gryphon Opco”), an indirect wholly owned subsidiary of the Company, pursuant to which Anchorage loaned Gryphon Opco the principal amount of 933.333333 Bitcoin (the “Anchorage Loan”). Gryphon Opco’s obligations under the Anchorage Loan Agreement were secured by certain equipment and software rights of Gryphon Opco and were guaranteed by Gryphon.

On October 25, 2024, Gryphon, its direct and indirect subsidiaries, as applicable and Anchorage entered into the Debt Repayment and Exchange Agreement (the “DPE Agreement”), Loan, Guaranty and Security Agreement (the “New Loan Agreement”), Form of Pre-Funded Warrant and Form of $1.50 Warrants (as defined herein, and together, the “New Anchorage Agreements”) to restructure the Anchorage Loan and terminate the existing Anchorage Loan Agreement. Pursuant to the New Anchorage Agreements, (i) approximately $9.1 million of the Anchorage Loan was converted into shares of Gryphon Common Stock, at an ascribed value of $1.10 per share, resulting in the issuance of 8,287,984 shares of Gryphon Common Stock to Anchorage in a private placement pursuant to Section 4(a)(2) of the Securities Act, (ii) approximately $3.9 million of the Anchorage Loan was converted into warrants to purchase 3,530,198 shares of Gryphon Common Stock, which warrants are exercisable immediately, have an unlimited term and an exercise price of $0.01 per share (the “Pre-Funded Warrants”), in a private placement pursuant to Section 4(a)(2) of the Securities Act and (iii) the remaining $5 million of the Anchorage Loan was exchanged for a new $5 million loan (the “Restructured Loan”) pursuant to the New Loan Agreement.

Gryphon also issued Anchorage warrants to purchase 2,000,000 shares of Gryphon Common Stock, which warrants are exercisable immediately, will expire five years from the date of issuance and had an exercise price of $1.50 per share (the “$1.50 Warrants” and, together with the Pre-Funded Warrants, the “Anchorage Warrants”). The $1.50 Warrants were issued in a private placement pursuant to Section 4(a)(2) of the Securities Act. On May 10, 2025, Gryphon entered into a warrant amendment (the “Amendment”) with Anchorage to amend the $1.50 Warrants. Pursuant to the Amendment, Gryphon reduced the exercise price of the $1.50 Warrants from $1.50 to $0.55 per share and, subject to the Closing, will remove Section 15 of the $1.50 Warrants, which provides most favored nation rights.

The New Loan Agreement contains certain covenants that limit Gryphon’s ability to engage in certain transactions that may be in Gryphon’s long-term best interest. Subject to certain limited exceptions, these covenants do or may limit Gryphon’s ability to or prohibit Gryphon from permitting any of its subsidiaries to, as applicable, among other things:

•        make any conveyance, sale, lease, division, sale and leaseback, assignment, transfer or other disposition of assets, subject to certain exceptions;

•        create, incur, assume or be liable for any additional indebtedness or create, incur, allow or permit to exist any additional liens, subject to certain exceptions;

•        make any dividend or other distribution on Gryphon shares or any payment (whether in cash, securities or other property) on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Gryphon shares or on account of any return of capital to Gryphon’s shareholders in respect of their shares; or

•        merge or consolidate with another entity.

While Gryphon has not previously breached and is currently in compliance with the covenants contained in the New Loan Agreement, Gryphon may breach these covenants in the future. Gryphon’s ability to comply with these covenants may be affected by events and factors beyond its control. In the event that Gryphon breaches one or more covenants, Anchorage or the holders of the Restructured Loan, as applicable, may choose to declare an event of default and require that Gryphon immediately repay all amounts outstanding under the New Loan Agreement and terminate any commitment to extend further credit and foreclose on collateral. The occurrence of any of these events could have a material adverse effect on Gryphon’s business, financial condition and results of operations.

Gryphon’s management and compliance personnel have limited experience handling a listed cryptocurrency mining-related services company.

Gryphon’s management and compliance personnel have limited experience in handling regulatory and compliance matters relating to a listed cryptocurrency mining-related services company. Gryphon’s key compliance documents and compliance programs, such as anti-money laundering and know-your-customer procedures, have a limited history only. Gryphon believes that its measures designed to limit its counterparty risks are appropriate. While Gryphon has been devoting a substantial amount of time and resources to various compliance initiatives and risk management measures, including but not limited to, developing a dedicated internal compliance function, Gryphon cannot assure you the practical application and effectiveness of its compliance program and risk management measures, nor that there will not be a failure in detecting regulatory compliance issues or managing risk exposure, which may adversely affect its reputation, business, financial condition and results of operations.

Gryphon’s stock price is volatile and subject to significant fluctuations, and may decline regardless of its operating performance and you may not be able to resell your shares at or above the purchase price.

The lack of an active market may impair your ability to sell your shares at the time you wish to sell them or at a price that you consider reasonable. An inactive market may also impair Gryphon’s ability to raise capital by selling shares of common stock and may impair Gryphon’s ability to acquire other businesses or technologies using Gryphon’s shares of common stock as consideration, which, in turn, could materially adversely affect Gryphon’s business. The market price of Gryphon Common Stock may fluctuate significantly in response to numerous factors, many of which are beyond Gryphon’s control, including:

•        Gryphon’s operating performance and the performance of other similar companies;

•        the published opinions and third-party valuations by banking and market analysts;

•        changes in Gryphon’s projected operating results that it provides to the public, Gryphon’s failure to meet these projections or changes in recommendations by securities analysts that elect to follow Gryphon Common Stock;

•        changes in Gryphon’s industry, particularly those affecting Bitcoin and other digital assets;

•        announcements of acquisitions, strategic alliances or significant agreements by Gryphon;

•        trading activity by a limited number of stockholders who together beneficially own a majority of Gryphon’s outstanding common stock;

•        variability in Bitcoin pricing;

•        competitive pricing pressures;

•        Gryphon’s ability to obtain working capital financing;

•        additions or departures of key personnel;

•        sales of Gryphon Common Stock;

•        the size of Gryphon’s market float;

•        loss of strategic relationships;

•        regulatory developments;

•        political uncertainty and/or instability in the United States;

•        overall performance of the equity markets;

•        broader economic and external factors;

•        any other factors discussed in this proxy statement/prospectus.

In addition, the equity markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many data mining and cryptocurrency companies. Stock prices of many data mining and cryptocurrency companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. The trading prices for common stock of other cryptocurrency mining companies have also been highly volatile. In the past, stockholders have filed securities class action litigation following periods of market volatility. If Gryphon were to become involved in securities litigation, it could subject Gryphon to substantial costs, divert resources and the attention of management from Gryphon’s business and adversely affect its business.

Gryphon’s operating results may fluctuate significantly or may fall below the expectations of investors or securities analysts, each of which may cause Gryphon’s stock price to fluctuate or decline.

Gryphon’s net income and other operating results will be affected by numerous factors, including:

•        Gryphon’s execution of any additional collaboration or similar arrangements and the timing of payments Gryphon may make or receive under existing or future arrangements or the termination or modification of any such existing or future arrangements;

•        additions and departures of key personnel;

•        strategic decisions by Gryphon or its competitors, such as acquisitions, divestitures, spin-offs, joint ventures, strategic investments or changes in business strategy; and

•        changes in general market and economic conditions.

If Gryphon’s operating results fall below the expectations of investors or securities analysts, the price of Gryphon Common Stock could decline substantially. Furthermore, any fluctuations in Gryphon’s operating results may, in turn, cause the price of its stock to fluctuate substantially.

Gryphon’s executive officers, directors and principal stockholders, if they choose to act together, may control or significantly influence all matters submitted to stockholders for approval.

As of June 6, 2025, Gryphon’s executive officers, directors and greater than 5% stockholders beneficially owned, in the aggregate, approximately 32.7% of Gryphon’s outstanding common stock. As a result, such persons acting together, have the ability to control or significantly influence all matters submitted to the stockholders for approval, including the appointment of Gryphon’s management, the election and removal of directors and approval of any significant transaction, as well as Gryphon’s management and business affairs. This concentration of ownership may have the effect of delaying, deferring or preventing a change in control, impeding a merger, consolidation, takeover or other business combination involving Gryphon or discouraging a potential acquiror from making a tender offer or otherwise attempting to obtain control of Gryphon’s business, even if such a transaction would benefit other stockholders.

Current or future litigation may harm Gryphon’s financial condition or results of operations.

As described in the section titled “Gryphon’s Business — Legal Proceedings” in this proxy statement/prospectus, Gryphon is engaged in litigation and such proceedings may be uncertain and adverse rulings could occur, resulting in significant liabilities, penalties or damages. Such current or future substantial legal liabilities or regulatory actions could have a material adverse effect on Gryphon’s business, financial condition, cash flows and reputation.

Gryphon has received a civil investigative demand from the United States Department of Justice (the “DOJ”) and a notice from the Small Business Administration (the “SBA”) relating to Gryphon’s PPP Loan under the CARES Act related to COVID-19, that the DOJ is reviewing documents related to the PPP Loan and the SBA is reviewing their prior decision to forgive Gryphon’s PPP Loan and may reverse that determination and a reversal of the determination that Gryphon is eligible for forgiveness of the PPP Loan could negatively impact Gryphon.

On April 21, 2020, Gryphon, while operating the business of Akerna, obtained a loan from KeyBank National Association (“Key Bank”) in the principal aggregate amount of $2.2 million (the “PPP Loan”) pursuant to the Paycheck Protection Program under the CARES Act. The PPP Loan had a two-year term bearing interest at a rate of 1% per annum with principal and interest payments to be paid monthly beginning seven months from the date of the PPP Loan. In August 2021, Gryphon submitted its application for forgiveness for repayment of the PPP Loan and on September 3, 2021, repayment of the PPP Loan was forgiven, in full, by the SBA.

On February 5, 2024, Gryphon received a letter, dated January 25, 2024, from the SBA, on behalf of Key Bank, in which the SBA indicated that, notwithstanding its prior notification of forgiveness, in full, of repayment of the PPP Loan, it was reviewing its prior determination of forgiveness for potential reversal. Specifically, the SBA indicated that based on its preliminary findings, the SBA is considering a full denial of the previously received forgiven amount based on the purported ineligibility of Gryphon to have received the PPP Loan under the SBA loan programs because Gryphon, operating the business of Akerna at the time of the PPP Loan, provided software support to the cannabis

industry. Gryphon responded to the SBA on February 6, 2024, providing reasons as to why it believes it was eligible for the PPP Loan, but has not received any further correspondence from the SBA, since that date and the SBA has not made any financial demands. Gryphon plans to continue to cooperate with any further inquiry from the SBA.

In January 2024, Gryphon received a civil investigative demand from the DOJ seeking information and documents about the PPP Loan. Gryphon is cooperating with the inquiry. At this time, there has been no formal demand for return of the PPP Loan proceeds and no formal claim or lawsuit has been initiated against Gryphon.

While no formal determination has been made regarding the SBA review of forgiveness of the PPP Loan, there currently exists a risk that the SBA or the DOJ could determine that Gryphon does not qualify in whole or in part for such forgiveness and demand repayment of the PPP Loan. In addition, it is unknown what type of penalties could be assessed against us, if any. Any obligation for Gryphon to repay the PPP Loan and any penalties in addition to such repayment could negatively impact its business, financial condition and results of operations and prospects.

Sales of a substantial number of shares of Gryphon Common Stock by Gryphon’s stockholders in the public market could cause Gryphon’s stock price to fall.

Sales of a substantial number of shares of Gryphon Common Stock in the public market or the perception that these sales might occur could significantly reduce the market price of Gryphon Common Stock and impair Gryphon’s ability to raise adequate capital through the sale of additional equity securities.

As of March 31, 2025, Gryphon had outstanding a total of approximately 69,985,037 shares of common stock. Of these shares, approximately 51.3 million shares of common stock are freely tradable, without restriction, in the public market, unless they are purchased by one of Gryphon’s affiliates.

Sales of these shares or perceptions that they will be sold, could cause the trading price of Gryphon Common Stock to decline.

Future sales and issuances of Gryphon Common Stock or rights to purchase common stock, including in connection with Gryphon’s equity incentive plan, could result in dilution of the percentage ownership of its stockholders and could cause Gryphon’s stock price to fall.

Additional capital will be needed to continue Gryphon’s operations. To the extent Gryphon raises additional capital by issuing equity securities, its stockholders may experience substantial dilution. The Merger Agreement contains restrictions on, among other things, the ability of Gryphon to issue Gryphon Common Stock without the consent of ABTC. Under the Merger Agreement, Gryphon is permitted to utilize its ATM program to a limited extent, and ABTC may grant consent for further issuances of Gryphon Common Stock and use of the ATM program. Subject to the terms of the Merger Agreement, Gryphon may sell common stock, convertible securities or other equity securities in one or more transactions at prices and in a manner it determines from time to time. If Gryphon sells common stock, convertible securities or other equity securities in more than one transaction, investors may be materially diluted by subsequent sales. These sales may also result in material dilution to Gryphon’s existing stockholders and new investors could gain rights superior to existing stockholders.

Pursuant to the 2024 Omnibus Incentive Plan (the “2024 Plan”), the Gryphon Board is authorized to grant stock options and other equity-based awards to its employees, directors and consultants, which equity-based awards would cause dilution to existing stockholders upon exercise or settlement of such awards. The number of shares of Gryphon Common Stock reserved for issuance under the 2024 Plan was originally set at 15% of the total number of the shares of common stock outstanding at the Closing of the Akerna Merger, subject to a discretionary annual increase by the Gryphon Board. As of May 8, 2025, there were 2,122,951 shares of Gryphon Common Stock available for issuance pursuant to the 2024 Plan. If the Gryphon Board elects to increase the number of shares available for future grant by the maximum amount each year, stockholders may experience additional dilution, which could cause Gryphon’s stock price to fall.

Gryphon’s amended and restated certificate of incorporation designates a state or federal court located within the state of Delaware as the exclusive forum for substantially all disputes between Gryphon and its stockholders.

The Bylaws provide that, unless it consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of Gryphon, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of Gryphon to Gryphon or Gryphon’s stockholders, (iii) any action asserting a claim arising pursuant

to any provision of the DGCL or the amended and restated certificate of incorporation or amended and Bylaws or (iv) any action asserting a claim governed by the internal affairs doctrine will be the Court of Chancery of the State of Delaware (or if the Court of Chancery does not have jurisdiction, another state court located within the State of Delaware or if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware) in all cases subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. These exclusive forum provisions do not apply to claims under the Securities Act or the Exchange Act.

To the extent that any such claims may be based upon federal law claims, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder.

Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. However, Gryphon’s amended and restated certificate of incorporation contains a federal forum provision which provides that unless Gryphon consents in writing to the selection of an alternative forum, the federal district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act.

Any person or entity purchasing or otherwise acquiring any interest in any of Gryphon’s securities will be deemed to have notice of and consented to this provision. This exclusive forum provision may limit a stockholder’s ability to bring a claim in a judicial forum of its choosing for disputes with Gryphon or its directors, officers or other employees, which may discourage lawsuits against Gryphon or its directors, officers and other employees. If a court were to find the exclusive forum provision in Gryphon’s amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, Gryphon may incur additional costs associated with resolving the dispute in other jurisdictions, which could harm Gryphon’s results of operations.

Gryphon does not currently intend to pay dividends on Gryphon Common Stock and, consequently, your ability to achieve a return on your investment will depend on appreciation, if any, in the price of Gryphon Common Stock.

Gryphon has never declared or paid any cash dividend on Gryphon Common Stock. The expectation is that Gryphon will retain future earnings for the operation of Gryphon’s business and Gryphon does not anticipate declaring or paying any cash dividends for the foreseeable future. Any return to stockholders will therefore be limited to the appreciation of their stock. There is no guarantee that shares of Gryphon Common Stock will appreciate in value or even maintain the price at which stockholders have purchased their shares.

There can be no assurance that Gryphon will continue to be able to comply with the continued listing standards of Nasdaq.

Gryphon’s continued eligibility to maintain the listing of its Gryphon Common Stock on Nasdaq depends on a number of factors, including the price of its Gryphon Common Stock and the number of persons that hold its Gryphon Common Stock. If Nasdaq delists Gryphon’s securities from trading on its exchange for failure to meet its listing standards, such as the corporate governance requirements or the minimum closing bid price requirement and it is not able to list such securities on another national securities exchange, then its Gryphon Common Stock could be quoted on an over-the-counter market. If this were to occur, Gryphon and its stockholders could face significant material adverse consequences, including:

•        a limited availability of market quotations;

•        reduced liquidity for Gryphon securities;

•        a determination that Gryphon Common Stock is a “penny stock,” which will require brokers trading the common stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for shares of common stock;

•        a limited amount of news and analyst coverage; and

•        a decreased ability for Gryphon to issue additional securities or obtain additional financing in the future.

On September 5, 2024, Gryphon received written notice from Nasdaq indicating that the bid price for Gryphon Common Stock for the last 30 consecutive business days, had closed below the minimum $1.00 per share and, as a result, it was not in compliance with the $1.00 minimum bid price requirement for the continued listing on Nasdaq, as set forth in Nasdaq Listing Rule 5550(a)(2). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), Gryphon had a period of 180 calendar days or until March 4, 2025, to regain compliance with the minimum bid price requirement. Gryphon was provided with an initial compliance period of 180 calendar days or until March 4, 2025, to regain compliance with the Minimum Bid Price Rule. Gryphon did not regain compliance with the Minimum Bid Price Rule during the allotted time period. Accordingly, on March 5, 2025, Gryphon received a staff delist determination letter from the Nasdaq Listing Qualifications Department, as a result of its failure to regain compliance with the Minimum Bid Price Rule. Gryphon was not automatically eligible for a second 180-day compliance period because it did not meet the initial listing requirement of $5.0 million of stockholders’ equity or other listing alternatives, for Nasdaq as set forth under Nasdaq Listing Rule 5505(b)(1).

On September 13, 2024, Gryphon received another notice from Nasdaq notifying it that it was not in compliance with Nasdaq Listing Rule 5550(b)(2) as a result of its Market Value of Listed Securities falling below the minimum of $35 million required for continued listing on Nasdaq (the “MVLS Requirement”) from July 31, 2024 to September 12, 2024. Gryphon was provided with an initial compliance period of 180 calendar days or until March 12, 2025, to regain compliance with the MVLS Requirement. Gryphon did not regain compliance with the MVLS Requirement during the allotted time period. Accordingly, on March 13, 2025, Gryphon received a letter from the Nasdaq Listing Qualifications Department, as a result of its failure to regain compliance with the Minimum Bid Price Rule, that this matter serves as an additional basis for delisting Gryphon’s securities from Nasdaq.

On April 30, 2025, following a hearing before the Nasdaq Hearing Panel (the “Panel”), Gryphon received written notification from Nasdaq that the Panel granted Gryphon an extension to regain compliance with Nasdaq Listing Rules 5550(a)(2) and 5550(b)(2) until September 2, 2025. The extension by the Panel is contingent on Gryphon achieving scheduled milestones and notifying Nasdaq of such achievement. If Gryphon is not successful at satisfying these milestones within the prescribed time, the Panel may revoke the extension. There can be no assurance that Gryphon will be successful at satisfying these milestones within the prescribed time.

Gryphon’s management is required to devote a substantial amount of time to comply with public company regulations.

As a public company, Gryphon incurs significant legal, accounting and other expenses. The Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act as well as rules implemented by the SEC and Nasdaq, impose various requirements on public companies, including those related to corporate governance practices. Gryphon’s management and other personnel devote a substantial amount of time to these requirements. Certain members of Gryphon’s management do not have significant experience in addressing these requirements. Moreover, these rules and regulations increase Gryphon’s legal and financial compliance costs and make some activities more time-consuming and costly.

Among other things, Gryphon’s management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Gryphon’s compliance with these requirements requires that it incur substantial accounting and related expenses and expend significant management efforts.

Moreover, if Gryphon identifies deficiencies in its internal control over financial reporting that are deemed to be material weaknesses, investors could lose confidence in the accuracy and completeness of Gryphon’s financial reports, the market price of Gryphon Common Stock could decline and Gryphon could be subject to sanctions or investigations by Nasdaq, the SEC or other regulatory authorities. As of December 31, 2024, Gryphon and its independent registered public accounting firm identified two material weaknesses, as defined in the standards established by the Public Company Accounting Oversight Board of the United States. A material weakness is a deficiency or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of Gryphon’s annual or interim financial statements will not be prevented or detected on a timely basis.

As of December 31, 2024, Gryphon identified the material weakness related to failure to ensure that (i) information required to be disclosed by it in reports that it files or submits to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and (ii) material information required to be disclosed in its reports filed under the Exchange Act is accumulated and communicated to its management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for accurate and timely decisions regarding required disclosure. Gryphon is in the process of developing a more comprehensive risk assessment process to identify emerging risks while working with outside counsel and third-party vendors. Gryphon has implemented dual authorization controls for high-value transactions. Gryphon is in the process of developing additional policies and procedures for key processes while hiring additional full time employees to mitigate any segregation of duties risks for critical functions. Measures that Gryphon implements may not fully address the material weakness in its internal control over financial reporting and it may not be able to conclude that the material weakness has been fully remedied.

Risks Related to ABTC

ABTC’s Risks Related to Bitcoin

ABTC is expected to be highly concentrated in Bitcoin. Bitcoin is a highly volatile asset and fluctuations in the price of Bitcoin are likely to influence ABTC’s business, financial condition and results of operations and the value of ABTC’s securities.

ABTC’s investments are expected to be highly concentrated in a single asset, Bitcoin. ABTC generates revenue from Bitcoin rewards that ABTC earns through mining in facilities operated and managed by Hut 8. ABTC expects to acquire additional Bitcoin through at-market purchases to build ABTC’s strategic reserve of Bitcoin. However, Bitcoin is a highly volatile asset and fluctuations in the price of Bitcoin are likely to influence ABTC’s business, financial condition and results of operations and the value of ABTC’s securities. ABTC’s business, financial condition and results of operations and the value of ABTC’s securities would be adversely affected if the price of Bitcoin decreased substantially, including as a result of:

•        decreased user and investor confidence in Bitcoin, including due to the various factors described herein;

•        investment and trading activities, such as (i) trading activities of highly active retail and institutional users, speculators, Bitcoin miners and investors, (ii) actual or expected significant dispositions of Bitcoin by large holders, including vehicles investing in Bitcoin or tracking Bitcoin markets and (iii) actual or perceived manipulation of the spot or derivative markets for Bitcoin or spot Bitcoin exchange traded products;

•        negative publicity, media coverage or sentiment due to events in or relating to or perception of, Bitcoin or the broader digital assets industry, for example, (i) public perception that Bitcoin can be used as a vehicle to circumvent sanctions or to fund criminal or terrorist activities; (ii) expected or pending civil, criminal, regulatory enforcement or other high profile actions against major participants in the Bitcoin ecosystem; (iii) additional filings for bankruptcy protection or bankruptcy proceedings of major digital asset industry participants, such as the bankruptcy proceeding of FTX and its affiliates; and (iv) the actual or perceived environmental impact of Bitcoin mining and related activities, including environmental concerns raised by private individuals, governmental and non-governmental organizations and other actors related to the energy resources consumed in the Bitcoin mining process;

•        changes in consumer preferences and the perceived value or prospects of Bitcoin;

•        competition from other digital assets that exhibit better speed, security, scalability or energy efficiency, that feature other more favored characteristics, that are backed by governments or reserves of fiat currencies or that represent ownership or security interests in physical assets;

•        a decrease in the price of other digital assets, including stablecoins or the crash or unavailability of stablecoins that are used as a medium of exchange for Bitcoin purchase and sale transactions, such as the crash of the stablecoin Terra USD in 2022, to the extent the decrease in the price of such other digital assets or the unavailability of such stablecoins may cause a decrease in the price of Bitcoin or adversely affect investor confidence in digital assets generally;

•        disruptions, failures, unavailability or interruptions in service of Bitcoin exchanges;

•        cyber theft of Bitcoin from online wallet providers or news of such theft from such providers or from individuals’ online wallets;

•        the filing for bankruptcy protection by, liquidation of or market concerns about the financial viability of digital asset custodians, exchanges, lending platforms, investment funds or other digital asset industry participants;

•        regulatory, legislative, enforcement and judicial actions that adversely affect the price, ownership, transferability, trading volumes, legality or public perception of Bitcoin or that adversely affect the operations of or otherwise prevent digital asset custodians, exchanges, lending platforms or other digital assets industry participants from operating in a manner that allows them to continue to deliver services to the digital assets industry;

•        further reductions in mining rewards of Bitcoin, including block reward halving events or increases in the costs associated with Bitcoin mining, including increases in electricity costs and hardware and software used in mining, that may cause a decline in support for the Bitcoin network;

•        scaling challenges, including transaction congestion or slow settlement times and higher transaction fees, associated with processing transactions on the Bitcoin network;

•        macroeconomic changes, such as changes in the level of interest rates and inflation, fiscal and monetary policies of governments, trade restrictions and fiat currency devaluations;

•        developments in mathematics or technology, including in digital computing, algebraic geometry and quantum computing, that could result in the cryptography used by the Bitcoin blockchain becoming insecure or ineffective; and

•        changes in national and international economic and political conditions.

In addition, ABTC has adopted ASU 2023-08, Intangibles — Goodwill and Other — Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”), reflected in its financial statements as of January 1, 2022. ASU 2023-08 requires ABTC to measure its Bitcoin holdings at fair value in its combined balance sheet, with gains and losses in the fair value of its Bitcoin recognized in net income for reach reporting period. The price of Bitcoin has historically been subject to dramatic price fluctuations and is highly volatile and may cause its quarterly results to fluctuate significantly, which could have an adverse effect on the value of its securities. ABTC expects the adoption of ASU 2023-08 will increase the volatility of its financial results. As a result, its Bitcoin holdings have and may in the future significantly affected its financial results and if it continues to increase its overall Bitcoin holdings pursuant to its strategy, those holdings may have an even greater impact on its financial results and the value of its securities.

If ABTC fails to grow its hashrate, it may be unable to compete and its business, financial condition and results of operations could suffer.

Generally, a Bitcoin miner’s chance of solving a block on the Bitcoin blockchain and earning a Bitcoin reward is a function of the Bitcoin miner’s hashrate (i.e., the amount of computing power devoted to supporting the Bitcoin blockchain), relative to the global network hashrate. As demand for Bitcoin has increased, the global network hashrate has increased and to the extent more adoption of Bitcoin occurs, ABTC would expect the demand for Bitcoin would increase, drawing more mining companies into the industry and further increasing the global network hashrate. As new and more powerful Bitcoin miners are deployed, the global network hashrate will continue to increase, meaning a Bitcoin miner’s percentage of the total daily rewards will decline unless it deploys additional hashrate at pace with the growth of global hashrate. Accordingly, to compete, ABTC believes it will need to continue to acquire new Bitcoin miners, both to replace those lost to ordinary wear-and-tear and other damage and to increase its hashrate to keep up with a growing global network hashrate. However, there can be no assurance that ABTC will have the resources to acquire new Bitcoin miners and increase its hashrate in order to maintain the profitability of ABTC’s mining operations. See “— ABTC may be unable to purchase Bitcoin miners at scale or face delays or difficulty in obtaining new Bitcoin miners at scale.”

Furthermore, predicting the growth in network hashrate is extremely difficult. Generally, ABTC would expect hashrate increases to be correlated with increases in Bitcoin price, but that has not always been the case, including during recent periods of time during 2022 and 2023. To the extent that hashrate increases but the price of Bitcoin does not, there can be no assurance that ABTC will be able to recover its investment in the hardware and processing power required to upgrade its mining operations and the results of ABTC’s Bitcoin mining operations will suffer.

ABTC may be unable to purchase Bitcoin miners at scale or face delays or difficulty in obtaining new Bitcoin miners at scale.

ABTC’s Bitcoin mining operations can only be profitable if the costs, inclusive of hardware and electricity costs, associated with mining Bitcoin are lower than the price of the Bitcoin mined at the time of sale. As the cost of obtaining new Bitcoin miners increases, the cost of producing Bitcoin also increases. For example, Bitcoin miners experience ordinary wear-and-tear from operation and may also face more significant malfunctions caused by factors which may be beyond ABTC’s control. Additionally, as technology evolves, ABTC may acquire newer models of Bitcoin miners to remain competitive in the market. The continual upgrade and refresh of mining machines requires substantial capital investment and ABTC may face challenges in doing so on a timely basis based on the price and availability of new Bitcoin miners and ABTC’s access to adequate capital resources.

There have previously been periods of shortage in new Bitcoin miners available for purchase and a delay in delivery schedules for new Bitcoin miner purchases. On March 31, 2025, in connection with the Contributions (as defined herein), ABTC entered into a Put Option Agreement (the “Put Option Agreement”) with Zephyr Infrastructure, LLC, a Delaware limited liability company and a wholly owned subsidiary of Hut 8 (“Zephyr”), pursuant to which Zephyr has the right to sell to ABTC any Bitcoin miners purchased by Zephyr under an existing purchase option agreement (the “Bitmain Agreement”) between Zephyr and Bitmain Technologies Georgia Limited (“Bitmain”). The Bitmain Agreement in turn provides for Zephyr’s right to purchase from Bitmain up to 17,280 Antminer U3S21EXPH Bitcoin miners for a maximum aggregate purchase price of approximately $320 million. However, there is no assurance that Bitcoin miner manufacturers or any other equipment manufacturers will be able to keep pace with potential surges in demand for mining equipment. It is uncertain how manufacturers will respond to increased global demand and whether they fulfill purchase orders fully and in a timely manner. Accordingly, there is no assurance that Bitmain will be able to fulfill deliveries of Bitcoin miners to Zephyr pursuant to the Bitmain Agreement fully and in a timely manner. Supply chain issues or geopolitical matters, including the relationship of the United States and Canada between each other and with China and other countries may also impact equipment manufacturers’ ability to fully and timely fulfill purchase orders. In the event that Bitcoin miner manufacturers or other suppliers are not able to keep pace with or fail to satisfy, demand, ABTC may not be able to purchase Bitcoin miners or other equipment in sufficient quantities or on the delivery schedules required to meet ABTC’s business needs. Bitcoin miner manufacturers may require advance deposits for Bitcoin miner purchases. Therefore, ABTC may need to tie up significant amounts of capital for prolonged periods before ABTC receives and is able to deploy purchased Bitcoin miners to generate revenue. Should any suppliers default on purchase agreements with ABTC, ABTC may need to pursue recourse under international jurisdictions, which could be costly and time-consuming. The outcome of any actions initiated in such international jurisdictions and ABTC’s ability to enforce judgments (if any) issued in its favor on such jurisdictions is inherently uncertain given differences in legal systems, biases against foreign litigants in certain jurisdictions and other factors outside ABTC’s control. Furthermore, there is no guarantee that ABTC would succeed in recovering any of the deposits paid for such purchases, which could materially and adversely affect ABTC’s business, financial condition and results of operations.

ABTC may be subject to additional risks associated with holding Bitcoin for its own account.

ABTC’s Bitcoin are not insured and ABTC does not hold its Bitcoin with a banking institution or a member of the Federal Deposit Insurance Corporation (“FDIC”) or the Securities Investor Protection Corporation (“SIPC”). Therefore, ABTC’s Bitcoin are not subject to the protections enjoyed by depositors with FDIC or SIPC member institutions. Instead, ABTC safeguards and keeps its Bitcoin private by utilizing storage solutions provided by custodians, including Coinbase Custody Trust Company, LLC (“Coinbase Custody”). Although ABTC’s Bitcoin custodians use security procedures with various elements, such as redundancy, segregation and cold storage, to minimize the risk of loss, damage and theft, neither the custodians nor ABTC can guarantee the prevention of such loss, damage or theft, whether caused intentionally, accidentally or by force majeure. In light of the significant amount of Bitcoin ABTC expects to hold, these additional risks, including security breaches or cyberattacks or the risk that ABTC’s Bitcoin could be determined to be property of a bankruptcy estate, are of particular concern and any loss, whether temporary or permanent, of ABTC’s Bitcoin could adversely affect ABTC’s business, financial condition and results of operations.

Bitcoin may only be controlled by the possessor of both the unique public key and private key relating to the local or online digital wallet in which they are held. ABTC is required to publish the public key relating to a digital wallet in use once ABTC first verifies a spending transaction from that digital wallet and broadcasts such information into the respective network. ABTC safeguards the private keys relating to its Bitcoin by relying on its custody providers. However, to the extent a private key is lost, destroyed or otherwise compromised and no backup of the private key is accessible, ABTC will be unable to access its Bitcoin and the private key will not be capable of being restored by the Bitcoin network. Any loss of private keys relating to digital wallets used to store ABTC’s Bitcoin could adversely affect its business, financial condition and results of operations.

Further, it is possible that, through computer or human error, theft or other criminal action, ABTC’s Bitcoin could be transferred in incorrect amounts or to unauthorized third parties or accounts. In general, Bitcoin transactions are irrevocable and stolen or incorrectly transferred Bitcoin may be irretrievable and ABTC may have extremely limited or no effective means of recovering such Bitcoin. As a result, any incorrectly executed or fraudulent Bitcoin transactions could adversely affect ABTC’s business, financial condition and results of operations.

Bitcoin and other blockchain-based digital assets have been and may in the future be, subject to security breaches, cyberattacks or other malicious activities. A successful security breach or cyberattack on ABTC or its custodians could result in a partial or total loss of ABTC’s Bitcoin in a manner that may not be covered by insurance or indemnity provisions of the custody agreement with a custodian who holds ABTC’s Bitcoin. Access to ABTC’s Bitcoin could also be restricted by natural events (such as an earthquake or flood) or human actions (such as a terrorist attack). Such a loss could have a material adverse effect on ABTC’s business, financial condition and results of operations.

In addition, ABTC believes that existing law and the terms and conditions of ABTC’s contractual arrangements with ABTC’s custodians would not result in the Bitcoin held by ABTC’s custodians being considered part of the custodian’s bankruptcy estate were the custodian to file for bankruptcy. However, applicable insolvency law is not fully developed with respect to the holding of digital assets in custodial accounts and, if ABTC’s custodially-held Bitcoin were, in the event of a bankruptcy of any of ABTC’s custodians, nevertheless considered to be the property of a bankruptcy estate, the Bitcoin custodially-held on ABTC’s behalf could be subject to bankruptcy proceedings and ABTC could be treated as a general unsecured creditor of the custodian, inhibiting ABTC’s ability to exercise ownership rights with respect to such Bitcoin. Any such outcome could have a material adverse effect on ABTC’s business, financial condition and results of operations.

Furthermore, ABTC may temporarily store all or a portion of its Bitcoin on various digital asset trading platforms, which requires ABTC to rely on the security protocols and internal controls of these trading platforms to safeguard ABTC’s Bitcoin. Such trading platforms have been subject to hacks resulting in the loss of digital assets in the past and they may be undercapitalized or over-exposed, as seen with FTX, such that they may not have adequate insurance necessary to cover any loss or may not compensate for loss where permitted under the laws of the relevant jurisdiction. In addition, malicious actors may be able to intercept ABTC’s Bitcoin when ABTC transacts in or otherwise transfers its Bitcoin via such trading platforms. An actual or perceived security breach or data security incident at the digital asset trading platforms with which ABTC has accounts could harm ABTC’s ability to operate, result in loss of ABTC’s assets, damage ABTC’s reputation and negatively affect the market perception of its effectiveness, all of which could adversely affect its business, financial condition and results of operations.

ABTC’s operations, investment strategies and profitability may be adversely affected by competition from other methods of investing in Bitcoin.

ABTC competes with other users and/or companies that are mining Bitcoin and ABTC also faces significant competition from other users and/or companies that are processing transactions on one or more digital asset networks, as well as other potential financial vehicles, including securities, derivatives or futures backed by or linked to, digital assets through entities such as exchange-traded funds. For instance, on January 10, 2024, the SEC approved the listing and trading of spot Bitcoin exchange-traded products (“ETPs”), the shares of which can be sold in public offerings and are traded on U.S. national securities exchanges. The approved ETPs commenced trading directly to the public on January 11, 2024, with a trading volume of $4.6 billion on the first trading day. To the extent investors view ABTC’s securities or the Combined Company’s securities as providing exposure to Bitcoin, it is possible that the value of such securities may also have included a premium over the value of their Bitcoin holdings due to the prior scarcity of traditional investment vehicles providing investment exposure to Bitcoin, and that the value declined due to investors now having a greater range of options to gain exposure to Bitcoin and investors choosing to gain such

exposure through ETPs rather than ABTC’s or the Combined Company’s securities. Additionally, on May 23, 2024, the SEC approved rule changes permitting the listing and trading of spot ETPs that invest in ether, the main crypto asset supporting the Ethereum blockchain. The approved spot ETPs commenced trading directly to the public on July 23, 2024. The listing and trading of spot ETPs for ether offers investors another alternative to gain exposure to digital assets, which could result in a decline in the trading price of Bitcoin as well as a decline in the value of such securities relative to the value of Bitcoin holdings.

Investors may view ABTC or the Combined Company’s securities as an alternative to an investment in an ETP, and choose to purchase shares of a spot Bitcoin ETP instead of such securities. They may do so for a variety of reasons, including if they believe that ETPs offer a “pure play” exposure to Bitcoin that is generally not subject to federal income tax at the entity level as ABTC and the Combined Company will be, or the other risk factors applicable to an operating business. Additionally, unlike spot Bitcoin ETPs, ABTC (i) does not seek for its securities to track the value of the underlying Bitcoin it holds before payment of expenses and liabilities, (ii) does not benefit from various exemptions and relief under the Exchange, including Regulation M, and other securities laws, which enable ETPs to continuously align the value of their shares to the price of the underlying assets they hold through share creation and redemption, (iii) is a Delaware corporation rather than a statutory trust, and does not operate pursuant to a trust agreement that would require it to pursue one or more stated investment objectives, and (iv) is not required to provide daily transparency as to its Bitcoin holdings or its daily net asset value. Furthermore, recommendations by broker-dealers to buy, hold, or sell complex products and non-traditional ETPs, or an investment strategy involving such products, may be subject to additional or heightened scrutiny that would not be applicable to broker-dealers making recommendations with respect to any ABTC securities.

Market and financial conditions and other conditions beyond ABTC’s control, may make it more attractive to invest in other financial vehicles or to invest in Bitcoin directly. The emergence of other financial vehicles and exchange-traded funds have been scrutinized by regulators and such scrutiny and the negative impressions or conclusions resulting from such scrutiny could be applicable to ABTC and impact ABTC’s ability to successfully pursue its strategy or operate at all or to establish or maintain a market for ABTC’s securities. Such circumstances could have a material adverse effect on ABTC’s business, financial condition and results of operations and potentially the value of any Bitcoin that ABTC mines or otherwise acquires or holds for its own account, ultimately harming its investors.

The further development and acceptance of the Bitcoin network and other digital assets is subject to a variety of factors that are difficult to evaluate. The slowing or stopping of the development or acceptance of Bitcoin and other digital asset systems may adversely affect ABTC’s business, financial condition and results of operations.

The use of digital assets to, among other things, buy and sell goods and services and complete transactions, is part of a new and rapidly evolving industry that employs digital assets, including Bitcoin, based upon a computer-generated mathematical and/or cryptographic protocol. The growth of this industry in general and the use of Bitcoin in particular, is subject to a high degree of uncertainty and the slowing or stopping of the development or acceptance of developing protocols may occur unpredictably.

During 2022 and early 2023, some well-known digital asset market participants, including Celsius Network, Voyager Digital Ltd., Three Arrows Capital and Genesis Global Holdco LLC, declared bankruptcy, resulting in a loss of confidence in participants of the digital asset ecosystem, negative publicity surrounding digital assets more broadly, decreased liquidity and extreme price volatility. There was no direct material impact on ABTC’s business from such bankruptcies, however, ABTC may be impacted indirectly.

Furthermore, the closure and temporary shutdown of major digital asset exchanges and trading platforms, such as FTX Trading Ltd. (“FTX”), due to fraud or business failure, has disrupted investor confidence in digital assets and led to a rapid escalation of oversight of the digital asset industry. Thus, the failures of key market participants and systemic contagion risk is expected to, as a consequence, invite stricter regulatory scrutiny. This could have a negative impact on further development and acceptance of digital asset networks and digital assets, including Bitcoin.

Other factors that could affect further development and acceptance of digital asset networks and other digital assets include:

•        continued worldwide growth in the adoption and use of digital assets as a medium of exchange or store of value;

•        governmental regulation of Bitcoin and its use or restrictions on or regulation of access to and operation of the Bitcoin network or similar digital asset systems;

•        limitations on financial institutions processing funds for Bitcoin transactions, processing wire transfers to or from Bitcoin exchanges, Bitcoin-related companies or service providers or servicing or maintaining accounts for persons or entities transacting in Bitcoin;

•        changes in consumer demographics and public tastes and preferences;

•        the maintenance and development of the open-source software protocol of the network, including software updates and changes to network protocols that could introduce bugs or security risks;

•        the increased consolidation of contributors to the Bitcoin blockchain through mining pools;

•        the availability and popularity of other forms or methods of buying and selling goods and services, including new means of using fiat currencies;

•        the use of the networks supporting digital assets for developing smart contracts and distributed applications;

•        general economic conditions and the regulatory environment relating to digital assets;

•        environmental restrictions on the use of power to mine Bitcoin and a resulting decrease in global Bitcoin mining operations;

•        an increase in Bitcoin transaction costs and a resultant reduction in the use of and demand for Bitcoin; and

•        negative consumer sentiment and perception of Bitcoin specifically and digital assets generally.

The outcome of these factors could have negative effects on ABTC’s business, financial condition and results of operations as well as potentially negative effect on the value of any Bitcoin that ABTC mines or otherwise acquires or holds for its own account, which would harm investors in ABTC’s securities.

ABTC’s reliance on third-party mining pool service providers, including Foundry and Luxor, for its mining revenue payouts may have a negative impact on ABTC’s business, financial condition and results of operations.

ABTC receives Bitcoin rewards from its mining activity through third-party mining pool operators, including Foundry and Luxor. Mining pools allow Bitcoin miners to combine their processing power, increasing their chances of solving a block and getting paid by the network. ABTC provides computing power to mining pools, which use this computing power to operate nodes and validate blocks on the blockchain. The pools then distribute ABTC’s pro-rata share of Bitcoin mined to ABTC based on the computing power ABTC contributes.

Under ABTC’s mining pool agreements with Foundry and Luxor, ABTC’s daily payout is calculated based on ABTC’s hashrate contribution delivered to the pool in the applicable calculation period, after deducting the applicable pool fee, if any. ABTC’s pool fee in relation to these agreements is currently below 1.0% of ABTC’s daily payout.

Should one of ABTC’s pool operator’s systems suffer downtime due to a cyberattack, software malfunction or other similar issues, it will negatively impact ABTC’s ability to mine and receive Bitcoin mining rewards. Furthermore, ABTC is dependent on the accuracy of the mining pool operators’ record keeping and internal controls to prevent any fraud and to accurately record the total processing power provided by ABTC and other mining pool participants to the pool for a given Bitcoin mining application in order to assess the proportion of that total processing power ABTC provided. While ABTC has internal methods of tracking both ABTC’s processing power provided and the total used by the pool, the mining pool operator uses its own recordkeeping to determine ABTC’s proportion of a given reward. ABTC has little means of recourse against mining pool operators if it determines the proportion of the reward paid out to us by the mining pool operator is incorrect, other than leaving the pool. If ABTC is unable to consistently obtain accurate proportionate rewards from ABTC’s mining pool operators, it may experience reduced reward for its efforts, which would have an adverse effect on ABTC’s business, financial condition and results of operations.

From time to time, ABTC may enter into certain hedging transactions to mitigate its exposure to fluctuations in the price of Bitcoin, which may expose ABTC to risks associated with such transactions, including counterparty risk.

From time to time, ABTC may enter into certain hedging transactions to mitigate ABTC’s exposure to the market price of Bitcoin. Engaging in hedging transactions may expose ABTC to risks associated with such transactions, including counterparty risk. Hedging against a decline in the values of portfolio investments caused by volatile Bitcoin market prices does not eliminate the possibility of fluctuations in the values of such positions or prevent losses if the values of such positions decline for other reasons. Such hedging transactions may also limit the opportunity for gain if the values of the portfolio investments should increase. Moreover, it may not be possible to hedge against a particular fluctuation that is so generally anticipated by the markets that a hedging transaction at an acceptable price is unavailable. In light of these and other factors, ABTC may not be successful in mitigating ABTC’s exposure to volatile Bitcoin prices through any hedging transactions it undertakes.

The Bitcoin reward for successfully uncovering a block will halve several times in the future and Bitcoin’s value may not adjust to compensate ABTC for the reduction in the rewards it receives from its mining efforts.

Halving is a process incorporated into many proof-of-work consensus algorithms that reduces the coin reward paid to Bitcoin miners over time according to a pre-determined schedule. This reduction in reward spreads out the release of digital assets over a long period of time resulting in an ever smaller number of coins being mined. At a predetermined block, the mining reward is cut in half, hence the term “halving.” For example, the mining reward for Bitcoin declined from 6.25 to 3.125 Bitcoin on April 19, 2024. This process is scheduled to occur once every 210,000 blocks, until the total amount of Bitcoin rewards issued reaches 21 million.

As the number of Bitcoin awarded for solving a block in a blockchain decreases, ABTC’s ability to achieve profitability becomes more difficult. While the Bitcoin price has had a history of price fluctuations around the halving of its rewards, there is no guarantee that in future periods when a halving occurs the price change will be favorable or would compensate for the reduction in mining reward. If a corresponding and proportionate increase in the trading price of Bitcoin or a proportionate decrease in mining difficulty does not follow these anticipated halving events, the revenue ABTC earns from its Bitcoin mining operations would see a corresponding decrease, which would have a material adverse effect on ABTC’s business, financial condition and results of operations. If the award of Bitcoin rewards for solving blocks and transaction fees are not sufficiently high, ABTC may not have an adequate incentive to continue mining and may decrease or cease its Bitcoin mining operations.

The development and acceptance of competing blockchain platforms or technologies may cause consumers to use alternative distributed ledgers or other alternatives.

The development and acceptance of competing blockchain platforms or technologies may cause industry participants and consumers to abandon Bitcoin. As Bitcoin is the only digital asset ABTC mines, ABTC could face difficulty adapting to emergent digital ledgers, blockchains or alternatives thereto. This could prevent ABTC from realizing the anticipated profits from its investments. Such circumstances could have a material adverse effect on ABTC’s business, financial condition and results of operations and the value of any Bitcoin that ABTC mines or otherwise acquires or holds for its own account.

The characteristics of Bitcoin have been and may in the future continue to be, exploited to facilitate illegal activity such as fraud, money laundering, tax evasion and ransomware scams. Furthermore, the exchanges on which Bitcoin trades are relatively new and, in most cases, largely unregulated and may therefore be more exposed to fraud and failure than established, regulated exchanges for other assets. Such circumstances may result in a reduction in the price of Bitcoin and can adversely affect ABTC’s business, financial condition and results of operations.

Bitcoin and the exchanges on which Bitcoin trades are relatively new and, in most cases, largely unregulated. Certain characteristics, including the speed with which Bitcoin transactions can be conducted, the ability to conduct transactions without the involvement of regulated intermediaries, the ability to engage in transactions across multiple jurisdictions, the irreversible nature of certain Bitcoin transactions and encryption technology that anonymizes these transactions make Bitcoin and digital currencies generally, particularly susceptible to use in illegal activity such as fraud, money laundering, tax evasion and ransomware scams. Furthermore, many Bitcoin exchanges do not typically provide the public with significant information regarding their ownership structure, management teams, corporate practices or regulatory compliance. As a result, the marketplace may lose confidence in or may experience problems relating to, Bitcoin exchanges, including prominent exchanges handling a significant portion of the volume of Bitcoin trading.

While ABTC will maintain policies and procedures reasonably designed to promote compliance with applicable anti-money laundering and sanctions laws, if ABTC is found to have transacted with bad actors that have used Bitcoin to launder money or persons subject to sanctions, ABTC may be subject to regulatory proceedings and may be prohibited or restricted from engaging in further transactions or dealings in Bitcoin. Furthermore, negative perception, a lack of stability in the broader Bitcoin markets and the closure or temporary shutdown of Bitcoin exchanges due to fraud, business failure, hackers, malware or government-mandated regulation may reduce confidence in Bitcoin and result in greater volatility in the prices of Bitcoin. A number of Bitcoin exchanges have been closed due to fraud, failure or security breaches. In many of these instances, the customers of such Bitcoin exchanges were not compensated or made whole for the partial or complete losses of their account balances in such Bitcoin exchanges. To the extent investors view ABTC’s securities as linked to the value of its Bitcoin holdings, such a negative perception of Bitcoin exchanges could have a material adverse effect on the value of its securities and its business, financial condition and results of operations.

It may be illegal now or in the future, to acquire, own, hold, sell or use Bitcoin or other digital assets, participate in blockchains or utilize similar digital assets in one or more countries.

Although currently digital assets generally are not regulated or are lightly regulated in most countries, countries such as China have taken harsh regulatory action to curb the use of digital assets and may continue to take regulatory action in the future that could severely restrict the right to acquire, own, hold, sell or use these digital assets or to exchange them for fiat currency. For example, in 2021 China instituted a blanket ban on all digital asset mining and transactions, including overseas digital asset exchange services taking place in China, effectively making all digital asset-related activities illegal in China. In certain nations, it is illegal to accept payment in Bitcoin or other digital assets for consumer transactions and banking institutions are barred from accepting deposits of Bitcoin. Such restrictions may adversely affect ABTC as the large-scale use of Bitcoin as a means of exchange is presently confined to certain regions globally. Such circumstances could have a material adverse effect on ABTC’s business, financial condition and results of operations and potentially the value of any Bitcoin that ABTC mines or otherwise acquires or holds for its own account, ultimately harming its investors.

A failure to properly monitor and upgrade the Bitcoin network’s protocol could damage that network and an investment in ABTC’s securities.

As an open-source project, Bitcoin does not generate revenues for its contributors and contributors are generally not compensated for maintaining and updating the Bitcoin network protocol. The lack of guaranteed financial incentives for contributors to maintain or develop the Bitcoin network and the lack of guaranteed resources to adequately address emerging issues with the Bitcoin network may reduce incentives to address the issues adequately or in a timely manner. To the extent that contributors may fail to adequately update and maintain the Bitcoin network protocol, there may be a material adverse effect on ABTC’s business, prospects or operations and potentially the value of any Bitcoin that ABTC mines or otherwise acquires or holds for its own account.

There is a possibility of Bitcoin mining algorithms transitioning to “proof of stake” validation, which could make ABTC less competitive and adversely affect its business, financial condition and results of operations.

“Proof of stake” is an alternative method in validating digital asset transactions. Should the Bitcoin network shift from a “proof of work” validation method to a “proof of stake” validation method, mining would require less energy and may render companies, such as ABTC, less competitive. Furthermore, if ABTC’s Bitcoin miners or other mining infrastructure cannot be modified to accommodate changes in rule or protocol of the Bitcoin network, ABTC’s business, financial condition and results of operations will be significantly affected.

If a malicious actor or botnet obtains control of a majority of the processing power active on any digital asset network, including the Bitcoin network, the blockchain may be manipulated in a manner that adversely affects an investment in ABTC.

If a malicious actor or botnet (a volunteer or hacked collection of computers controlled by networked software coordinating the actions of the computers) obtains a majority of the processing power dedicated to mining on any digital asset network, including the Bitcoin network, it may be able to alter the blockchain by constructing fraudulent blocks or preventing certain transactions from completing in a timely manner or at all. In such alternate blocks, the malicious actor or botnet could control, exclude or modify the ordering of transactions, though it could not generate

new digital assets or transactions using such control. Using alternate blocks, the malicious actor could “double-spend” its own digital assets (i.e., spend the same digital assets in more than one transaction) and prevent the confirmation of other users’ transactions for so long as it maintains control. To the extent that such malicious actor or botnet did not yield its control of the processing power on the Bitcoin or other network or the Bitcoin or other community did not reject the fraudulent blocks as malicious, reversing any changes made to the blockchain may not be possible.

Bitcoin miners ceasing operations would reduce the collective processing power on the Bitcoin network, which would adversely affect the confirmation process for transactions (i.e., temporarily decreasing the speed at which blocks are added to the Bitcoin blockchain until the next scheduled adjustment in difficulty for block solutions). If a reduction in processing power occurs, the Bitcoin network may be more vulnerable to a malicious actor obtaining control in excess of 50% of the processing power on the Bitcoin network. Although there are no known reports of malicious activity or control of the Bitcoin blockchain achieved through controlling over 50% of the processing power on the network, it is believed that certain mining pools may have exceeded and could exceed, the 50% threshold. The possible crossing of the 50% threshold indicates a greater risk in that a single mining pool could exert authority over the validation of Bitcoin transactions. To the extent that the Bitcoin or other digital asset ecosystems, including developers and administrators of mining pools, do not act to ensure greater decentralization of Bitcoin or other digital asset mining processing power, the feasibility of a malicious actor obtaining control of the processing power on the Bitcoin or other network will increase, which may adversely impact ABTC’s business, financial condition and results of operations.

Forks in the Bitcoin network may occur in the future, which may affect the value of Bitcoin held by ABTC.

Contributors can propose refinements or improvements to the Bitcoin network’s source code that alter the protocols and software that govern the Bitcoin network and the properties of Bitcoin, including the irreversibility of transactions and limitations on the mining of new Bitcoin. This is known as a “fork.” In the event a developer or group of developers proposes modifications to the Bitcoin network that are not accepted by a majority of Bitcoin miners and users, but that are nonetheless accepted by a substantial plurality of Bitcoin miners and users, two or more competing and incompatible blockchain implementations could result running in parallel, yet lacking interchangeability and necessitating exchange-type transactions to convert currencies between the two forks. This is known as a “hard fork.”

The value of Bitcoin after the creation of a fork is subject to many factors, including the value of the fork product, market reaction to the creation of the fork product and the occurrence of additional forks in the future. It may be unclear following a fork which fork represents the original asset and which is the new asset. If ABTC holds Bitcoin at the time of a hard fork into two digital assets, industry standards would dictate that ABTC would be expected to hold an equivalent amount of the old and new assets following the fork. However, ABTC may not be able or it may not be practical, to secure or realize the economic benefit of the new asset for various reasons. For instance, ABTC may determine that there is no safe or practical way to custody the new asset, that trying to do so may pose an unacceptable risk to ABTC’s holdings in the old asset or that the costs of taking possession and/or maintaining ownership of the new digital asset exceed the benefits of owning the new digital asset. Additionally, laws, regulation or other factors may prevent ABTC from benefiting from the new asset even if there is a safe and practical way to custody and secure the new asset. As such, ABTC may not be able to realize the economic benefit of a fork, either immediately or ever, which could adversely affect the value of the Bitcoin ABTC holds as well as ABTC’s business, financial condition and results of operations.

ABTC’s processes with respect to curtailment may adversely affect its ability to mine Bitcoin.

ABTC may curtail the energy used by its Bitcoin mining operations in times of heightened energy prices or, in the case of a grid-wide electricity shortage, either voluntarily or through Hut 8’s agreements with utility providers. ABTC may also encounter other situations where utilities or government entities restrict or prohibit the provision of electricity to Bitcoin mining operations. In these cases, ABTC’s ability to mine Bitcoin may be negatively affected.

Risks Related to ABTC’s Business and Operations

ABTC’s operations are dependent upon maintaining a good relationship with Hut 8.

ABTC entered into the MCSA, MMSA, Exclusivity Agreement and Shared Services Agreement (each as defined herein and collectively, the “Hut 8 Agreements”) with Hut 8 and/or certain of its wholly owned subsidiaries, pursuant to which Hut 8 and/or certain of its wholly owned subsidiaries agreed to provide ABTC with Bitcoin miner colocation

services, managed services and day to day management services required to maintain ABTC’s mining operations. The Hut 8 Agreements provide, among other things, that Hut 8 and/or certain of its wholly owned subsidiaries will use commercially reasonable efforts to provide ABTC with colocation and management services for ABTC’s Bitcoin miners as well as a number of other day-to-day corporate management services for ABTC.

As part of ABTC’s strategy, ABTC aims to leverage its relationship with Hut 8 in obtaining certain necessary services, including Bitcoin miner colocation services, managed services and day to day management services.

ABTC is highly dependent on Hut 8 and the Hut 8 Agreements for the development of its business model. If Hut 8 is unable, refuses or fails to perform its obligations under the Hut 8 Agreements, in whole or in part, whether due to certain economic or market conditions, bankruptcy, insolvency, lack of liquidity, operational failure, fraud or for any other reason, it will have a material adverse effect on ABTC’s business and there is a possibility that ABTC will not be able to continue development under its current business model.

If the Hut 8 Agreements are terminated or not renewed, ABTC may not be able to find an alternative provider for such services on favorable terms or at all, which is likely to have a material adverse effect on its business, prospects, financial condition and operating results.

Furthermore, Hut 8, through its whollyowned subsidiary ABH, is ABTC’s controlling stockholder and is expected to be the controlling stockholder of the Combined Company as of the Closing. The Hut 8 Agreements currently constitute related party transactions between Hut 8 and ABTC and will constitute related-party transactions between Hut 8 and the Combined Company. Hut 8 is also entitled to appoint a majority of the members of the ABTC Board and it has the power to determine the decisions to be taken at meetings of ABTC’s stockholders, including in respect of related party transactions, such as the Hut 8 Agreements, corporate restructurings and the date of payment of dividends and other capital distributions. Thus, the decisions of Hut 8 as ABTC’s controlling shareholder on these matters, including its decisions with respect to its or ABTC’s performance under the Hut 8 Agreements, may be contrary to the expectations or preferences of other ABTC stockholders and could have a material adverse effect on ABTC’s business, prospects, financial condition and operating results. See the sections titled “Certain Relationships and Related-Party Transactions — ABTC Transactions” and “ABTC’s Business — Material Agreements” in this proxy statement/prospectus.

ABTC may experience liquidity constraints and may need to raise additional capital. In addition, ABTC expects to raise additional capital to execute its strategy. ABTC may be unable to raise the additional capital needed to operate and grow its business.

Liquidity risk is the risk that ABTC will not be able to meet its financial obligations as they fall due. ABTC plans to settle its financial obligations out of cash and cash equivalents, including from any potential sales of ABTC’s Bitcoin. However, the capital required to operate ABTC’s business and implement its growth initiatives is substantial. In addition, future capital raises and financings are an important part of ABTC’s future plans and its Bitcoin accumulation goals. As a result, ABTC expects to raise additional funds through equity or debt financings in order to meet its operating and capital needs, fund its growth initiatives and/or respond to competitive pressures or unanticipated working capital requirements, especially if the price of Bitcoin declines. However, ABTC may be unable to do so in a timely manner, in sufficient quantities or on terms acceptable to ABTC, if at all. If ABTC is unable to raise the additional capital needed to maintain its operations and execute on its growth initiatives, ABTC may be less competitive in its industry and its business, financial condition and results of operations may suffer and the value of ABTC’s securities may be materially and adversely affected. If ABTC were to raise equity financing, any of ABTC’s stockholders may experience significant dilution of their ownership interest and the value of their investment could decline. Furthermore, if ABTC were to raise debt financing, ABTC’s debtors would likely have priority over holders of equity with respect to order of payment preference. ABTC may be required to accept terms that restrict its ability to incur additional indebtedness or take other actions, including terms that require ABTC to maintain a specified level of liquidity or other balance sheet ratios that may not be in the interests of other stockholders.

Failure of critical systems related to ABTC’s operations could have a material adverse effect on its business, financial condition; and results of operations.

The critical systems related to ABTC’s operations are subject to failure and such failure could result in service interruptions to ABTC and/or damage to its equipment, which could significantly disrupt ABTC’s normal business operations, harm its reputation and reduce its revenue. The destruction or severe impairment of any of the facilities at which ABTC’s Bitcoin miners are hosted could result in significant downtime.

ABTC’s operations are subject to temporary or permanent interruption by factors that include but are not limited to:

•        failure by ABTC or its suppliers, including Hut 8 Corp. (“Hut 8”) to provide adequate service or maintain equipment;

•        power loss or plant downtimes;

•        equipment failure;

•        human error and accidents;

•        theft, sabotage and vandalism;

•        network connectivity downtime and fiber cuts;

•        service interruptions resulting from server relocation;

•        security breaches of infrastructure maintained by ABTC’s suppliers, including Hut 8;

•        failure by ABTC or its suppliers, including Hut 8, to obtain, maintain and comply with the terms and conditions of applicable government permits and approvals

•        physical, electronic and cybersecurity breaches;

•        animal incursions;

•        fire, earthquake, hurricane, tornado, flood and other natural disasters;

•        extreme temperatures;

•        water damage;

•        public health emergencies; and

•        terrorism.

The occurrence of any of these events may have a material adverse effect on ABTC’s business, financial condition and results of operations.

ABTC may not be able to compete effectively against its current and future competitors.

The industry in which ABTC operates is highly competitive and continuously evolving. ABTC expects competition to further intensify as the industry that ABTC operates in continues to grow. As ABTC expands in its existing markets and enters new markets, ABTC is expected to compete against an increasing number of companies operating both within North America and abroad that may be more established or have greater financial and other resources and/or expertise.

Driven by the proliferation of energy-intensive applications such as Bitcoin mining and high performance computing (“HPC”), demand for energy capacity continues to outpace supply. At the same time, supply chain disruptions and regulatory constraints have extended lead times for critical infrastructure, including Bitcoin miners, generators and transformers. Grid interconnection bottlenecks have further constrained access to power and Bitcoin mining infrastructure development. In this evolving landscape, ABTC competes directly with other Bitcoin miners for, among other things, Bitcoin miners, access to low-cost efficient mining infrastructure and Bitcoin rewards.

ABTC believes its success depends on its ability to scale low-cost Bitcoin production through its infrastructure-light model, including through its relationship with Hut 8 and the Hut 8 Agreements. However, this model might not provide the competitive advantage ABTC anticipates or if it does, such competitive advantage might not endure. If ABTC is unable to compete successfully or if competing successfully requires ABTC to take costly actions in response to the actions of ABTC’s competitors, ABTC’s business, financial condition and results of operations could be adversely affected.

ABTC’s Bitcoin miners are hosted at sites leased by Hut 8 and the termination or higher renewal rate of these leases could have a material adverse effect on ABTC’s business, financial condition and results of operations.

ABTC’s Bitcoin miners are hosted at sites leased by Hut 8 and there can be no assurance that Hut 8 will remain in compliance with the leases, that the landlord will continue to support Hut 8 and ABTC’s operations and that the leases will not be terminated despite negotiation for long term lease periods and renewal provisions. When the initial terms of Hut 8’s existing leases expire, in some instances, Hut 8 may have the right to extend the terms of the leases for one or more renewal periods. Upon the end of Hut 8’s initial term or, if applicable, the renewal periods, Hut 8 would have to renegotiate its lease terms with the applicable landlords. ABTC may not be able to directly control or influence such negotiations and the terms and conditions of such Hut 8 leases. Hut 8 may not be able to renew such leases on terms favorable to it or ABTC or at all. The termination of a lease or the renewal of such leases on less favorable terms could have a material adverse effect on ABTC’s business, financial condition and results of operations.

The Hut 8 facilities at which ABTC hosts its Bitcoin miners may experience damage, including damages that may not be covered by insurance.

The Hut 8 facilities at which ABTC currently hosts its Bitcoin miners and any future sites at which ABTC will host its Bitcoin miners are subject to a variety of risks relating to physical condition and operation, including but not limited to:

•        the presence of construction or repair defects or other structural or building damage;

•        any noncompliance with or liabilities under applicable environmental, health or safety regulations or requirements or building permit requirements;

•        any damage resulting from natural or manmade disasters;

•        claims by employees and others for injuries sustained at facilities at which ABTC hosts its Bitcoin miners.

The measures ABTC takes to protect against these risks may not be sufficient. The realization of any hazard or operational risk may result in business interruption, liability or litigation. ABTC maintains an amount of insurance protection that it considers adequate, but ABTC cannot provide any assurance that its insurance will be sufficient or effective under all circumstances and against all hazards or liabilities to which ABTC may be subject and, even if ABTC does have insurance coverage for a particular circumstance, ABTC may be subject to a large deductible and maximum cap. ABTC carries liability, property, business interruption and other insurance policies to cover certain insurable risks to it. ABTC selects the types of insurance, the limits and the deductibles based on ABTC’s specific risk profile, the cost of the insurance coverage versus its perceived benefit and general industry standards. ABTC’s insurance policies contain certain industry standard exclusions for events such as war and nuclear reaction. A successful claim for which ABTC is not fully insured could materially harm ABTC’s business, financial condition and results of operations. Further, due to rising insurance costs and changes in the insurance markets, ABTC cannot provide any assurance that its insurance coverage will continue to be available at all or at rates or on terms similar to those presently available. Any losses not covered by insurance could have a material adverse effect on ABTC’s business, financial condition and results of operations.

ABTC is subject to risks associated with its need for significant electrical power.

ABTC’s operations require significant amounts of electrical power and ABTC’s business, financial condition and results of operations may be impacted by the unavailability of power and price fluctuations in the power market. Market prices for power, capacity and other ancillary services are unpredictable and tend to fluctuate substantially. Unlike most other commodities, electric power can only be stored on a very limited basis and generally must be

produced concurrently with its use. As a result, power prices are subject to significant volatility due to supply and demand imbalances, especially in the day-ahead and spot markets. Power availability and prices may also be materially impacted by other factors outside of ABTC’s control, including:

•        changes in generation capacity in the markets in which ABTC’s Bitcoin miners operate, including changes in the supply of power as a result of the development of new plants, expansion, reduction or retirement of existing plants, the continued operation of uneconomic power plants due to state subsidies or additional or reduced transmission capacity;

•        environmental regulations and legislation;

•        electric supply disruptions, including plant outages and transmission disruptions;

•        changes in power transmission infrastructure;

•        fuel price volatility;

•        fuel transportation capacity constraints or inefficiencies;

•        development of new fuels, new technologies and new forms of competition for the production of power;

•        changes in law, including judicial decisions;

•        weather conditions, including extreme weather conditions and seasonal fluctuations, including the effects of climate change;

•        changes in commodity prices and the supply of commodities, including natural gas, coal and oil;

•        changes in the demand for power or in patterns of power usage;

•        economic and political conditions;

•        supply and demand for energy commodities;

•        supply chain disruption of electrical components needed to transmit energy;

•        availability of competitively priced alternative energy sources;

•        ability to procure satisfactory levels of inventory; and

•        changes in capacity prices and capacity markets.

Such factors and the associated fluctuations in power availability and prices could affect the cost of power for ABTC’s operations, which are passed through from Hut 8 to ABTC through the MCSA.

Although Hut 8 maintains limited backup power at certain sites, it may not be feasible to run ABTC’s operations on back-up power generators in the event of a restriction on electricity or a power outage. Planned or unplanned outages at the power grids that ABTC relies on may require Hut 8 to purchase power at then-current market prices and pass along such costs to ABTC, which could have a negative impact on the cost structure of ABTC’s operations. To the extent ABTC is unable to receive adequate power supply and is forced to reduce or cease its operations due to the unavailability or cost of electrical power, ABTC’s business, financial condition and results of operations would be adversely affected.

Furthermore, there can be no assurance that power suppliers will service Hut 8’s facilities that ABTC’s Bitcoin miners are hosted at or that such suppliers will continue to provide ABTC with power for any period of time. These agreements may be terminated or ABTC may lose access to power under certain other circumstances and ABTC may not be able to find an adequate replacement at a reasonable cost or at all, especially in light of the limited availability of power and grid constraints in many markets. The inability of Hut 8 to secure a power purchase agreement or the termination of a power purchase agreement could have a material adverse effect on ABTC’s business, financial condition and results of operations.

Moreover, there may be significant competition for suitable locations with access to affordable power to host ABTC’s Bitcoin miners if ABTC looks to expand its operations. ABTC will also depend on Hut 8 allocating the use of current and future sites suitable for hosting ABTC’s Bitcoin miners if ABTC desires to expand its operations, and there is a risk that Hut 8 may refuse to deliver the services ordered by ABTC under the Hut 8 Agreements or allocate space in future facilities to ABTC’s Bitcoin miners if Hut 8 perceives that it may deliver those services on more economically advantageous terms to other third parties or to other entities affiliated with Hut 8. See “ABTC’s Business — Material Agreements” in this proxy statement/prospectus.

ABTC’s business may be heavily impacted by geopolitical, social, economic and other events and circumstances in the United States, Canada or elsewhere.

ABTC’s business may be heavily impacted by geopolitical, social, economic and other events and circumstances in the United States, Canada and elsewhere. These include natural disasters, pandemics (like the COVID-19 pandemic), geopolitical tensions, acts of terrorism, hostilities or the perception that hostilities may be imminent, military conflicts and acts of war (such as the Russia-Ukraine conflict) and related responses, including sanctions or other restrictive actions, interest rate fluctuations, inflationary issues and associated changes in monetary policy or potential economic recession, commodity prices, legislative and regulatory changes, foreign currency fluctuations, international tariffs, fluctuations in capital markets and broad trends in industry and finance. For example, equipment necessary for ABTC’s operations and ABTC’s offerings is manufactured in large part outside of the United States. There is currently significant uncertainty about the future relationship between the United States and other countries, including Canada, Mexico, China, the European Union and others, with respect to trade policies, treaties, tariffs and taxes. These events and circumstances are largely outside of ABTC’s influence and control and, while the impact of such events or circumstances is not presently known, any of them could adversely affect ABTC’s business, financial condition and results of operations. See “ABTC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations —Tariff Risk” in this proxy statement/prospectus.

ABTC may be exposed to cybersecurity threats and breaches.

Threats to network and data security are increasingly diverse and sophisticated and security breaches, computer malware and computer hacking attacks have been an increasing concern. Despite ABTC’s efforts and processes in place to prevent them, ABTC’s computer servers and systems may be vulnerable to cybersecurity risks, including denial-of-service attacks, physical or electronic break-ins, employee theft or misuse and similar disruptions from unauthorized tampering. As techniques used to breach security change frequently and are generally not recognized until launched against a target, ABTC may not be able to promptly detect that a cyber breach has occurred, implement security measures in a timely manner or, if and when implemented, ABTC may not be able to determine the extent to which these measures could be circumvented. Recent developments in the cyber threat landscape include use of artificial intelligence (“AI”) and machine learning, as well as an increased number of cyber extortion and ransomware attacks, with the potential for higher ransom demand amounts and increasing sophistication and variety of ransomware techniques and methodology. Further, any adoption of AI by ABTC or by third parties may pose new security challenges. A party who is able to compromise the security measures on ABTC’s networks or the security of ABTC’s infrastructure could misappropriate the proprietary or sensitive information of ABTC or its employees or cause interruptions or malfunctions in ABTC’s operations. ABTC also may be required to expend significant capital and resources to protect against such threats or to alleviate problems caused by cyber breaches in ABTC’s physical or virtual security systems. Any breaches that may occur in the future could expose ABTC to increased risk of lawsuits, regulatory penalties, damage relating to loss of proprietary information, harm to ABTC’s reputation and increases in ABTC’s security costs, which could have a material adverse effect on ABTC’s business, financial condition and results of operations. Furthermore, ABTC holds its Bitcoin with third-party custodians. If ABTC’s custodians are exposed to a cyberattack or breach, it may temporarily or permanently lose access to some or all of its Bitcoin, which would have a material adverse effect on ABTC’s business, financial condition and results of operations.

The cybersecurity regulatory landscape continues to evolve and compliance with the proposed reporting requirements could further complicate ABTC’s ability to resolve cyberattacks. Although ABTC maintains insurance coverage for certain cyber risks, such coverage may be unavailable or insufficient to cover ABTC’s losses.

ABTC may face the risk of Internet-related disruptions.

ABTC’s mining operations are dependent upon access to the Internet. Neither ABTC nor Hut 8 is an Internet provider and as such, ABTC, through Hut 8, relies on other third parties to provide it with access to the Internet. There can be no assurance that Internet providers will service the Hut 8 sites that ABTC’s Bitcoin miners are hosted at or that once a provider has decided to deliver Internet connectivity to such sites, it will continue to do so for any period of time. If ABTC faces a significant disruption in Internet connectivity to the sites where its Bitcoin miners are hosted, ABTC may be required to reduce the impacted operations or cease them altogether. If this occurs, ABTC’s business, financial condition and results of operations may be materially and adversely affected.

ABTC’s success depends on key personnel whose continued service is not guaranteed.

ABTC depends on the efforts of its key personnel and the key personnel of Hut 8, including ABTC’s and Hut 8’s senior leadership, many of whom have strong technology, finance, real estate and/or Bitcoin mining expertise and industry reputations. They are important to ABTC’s success for many reasons, including that they attract investors and business and investment opportunities and assist ABTC in negotiations with investors, lenders and industry personnel. If ABTC lost their services, or Hut 8 lost the services of its key personnel, its business and investment opportunities and its relationships with lenders and other capital markets participants and industry personnel could suffer. As the number of ABTC’s competitors increases or their competitive strength increases, it becomes more likely that a competitor would attempt to hire certain of these individuals away from ABTC or Hut 8. The loss of any of these key personnel would result in the loss of these and other benefits and could materially and adversely affect ABTC’s business, financial condition and results of operations.

ABTC is an early-stage company with limited operating history.

ABTC is an early-stage company currently and has a very limited operating history. No assurances can be made that ABTC will achieve profitability in the near future, if ever. Accordingly, you should consider ABTC’s business prospects in light of the costs, uncertainties, delays and difficulties frequently encountered by companies in the early stages of development. Potential investors should carefully consider the risks and uncertainties that a company with a limited operating history will face. In particular, potential investors should consider that ABTC may be unable to:

•        successfully implement or execute its business plan or demonstrate that its business plan is sound;

•        adjust to changing conditions or keep pace with increased demand;

•        attract and retain an experienced management team; or

•        raise sufficient funds to effectuate ABTC’s business plan.

ABTC may not adequately respond to price fluctuations and rapidly changing technology.

Competitive conditions within the industry in which ABTC operates require that ABTC use sophisticated technology in the operation of its business. This industry is characterized by rapid technological changes, enhancements and evolving industry standards. New technologies, techniques or offerings could emerge that might offer better performance than the technologies ABTC currently utilizes and ABTC may have to manage transitions to these new technologies to remain competitive. ABTC intends to continue to invest in hardware, equipment and technology at its facilities. ABTC may not be successful, generally or relative to its competitors, in timely implementing new technology into its systems or doing so in a cost-effective manner. During the course of implementing any such new technology into ABTC’s operations, ABTC may experience system interruptions and failures during such implementation. Furthermore, there can be no assurances that ABTC will recognize, in a timely manner or at all, the benefits that ABTC may expect as a result of implementing new technology into its operations. As a result, ABTC’s business, financial condition and results of operations may suffer.

If ABTC does not accurately predict its facility requirements or if Hut 8 fails to successfully develop and operate facilities at which ABTC may host its miners, it could have a material adverse effect on ABTC’s business, financial condition and results of operations.

The costs of operating in the facilities used by ABTC will constitute a significant portion of ABTC’s capital and operating expenses. ABTC evalutes its short- and long-term infrastructure and facilities requirements in order to manage growth and ensure ensure adequate capacity for its planned and existing mining operations. However, there can be no assurance that ABTC will accurately predict its short- and long-term requirements.

ABTC is dependent on Hut 8 for the maintenance, development and expansion of future facilities. In order to sustain ABTC’s growth in certain of its existing and new markets, Hut 8 may expand an existing data center, lease a new facility or acquire suitable land, with or without structures, to build new data centers, which ABTC may use for its operations. These projects expose Hut 8 to many risks, the cost of which may be passed along to ABTC in the form of delays in providing adequate capacity for ABTC’s Bitcoin miners or increases in the costs of operating in the facilities used by ABTC, which could have an adverse effect on ABTC’s business, financial condition and results of operations. Some of the risks associated with the development, redevelopment and construction of data centers by Hut 8 or others include:

•        construction delays;

•        power and power grid constraints;

•        lack of availability and delays for data center and/or power equipment, including items such as generators and switchgear;

•        delays related to permitting and approvals to open from public agencies and utility companies; and

•        unexpected lack of power access.

Delays, difficulty finding replacement products, continued high inflation and additional or unexpected disruptions to Hut 8’s supply chain could significantly affect the cost of ABTC’s existing or anticipated projects. Furthermore, there may not be suitable properties available in Hut 8’s markets that are accessible to ABTC with the necessary combination of high-power capacity and fiber connectivity or selection may be limited. ABTC expects that it will continue to experience limited availability of power and grid constraints in many markets as well as shortages of associated equipment because of the current high demands and finite nature of these resources. These shortages could result in challenges in ensuring adequate capacity for ABTC’s planned and existing mining operations, which could have a material adverse effect on ABTC’s business, financial condition and results of operations.

ABTC may acquire other businesses and/or assets or form strategic alliances or joint ventures that could negatively affect ABTC’s operating results, dilute shareholder ownership, increase debt or cause it to incur significant expenses.

As part of ABTC’s growth strategy, in the future, ABTC may pursue acquisitions of businesses and/or assets and/or enter into strategic alliances or joint ventures. However, ABTC cannot offer any assurance that any such acquisition or partnership will be successful. ABTC may not be able to identify suitable partners or acquisition candidates and may not be able to complete such transactions on favorable terms, if at all. If ABTC completes any acquisitions, ABTC may not be able to integrate these acquisitions successfully into its existing business. In addition, in the event that ABTC acquires any existing businesses, ABTC may assume unknown or contingent liabilities.

Any such acquisitions also could result in the issuance of stock, incurrence of debt, contingent liabilities, write-offs of intangible assets or goodwill, restructuring and other related expenses or litigation, any of which could have a negative impact on ABTC’s business, financial condition and results of operations. Integration of an acquired company may also disrupt ongoing operations and carry substantial compliance burdens and costs, which may limit ABTC’s ability to realize the anticipated benefits of such acquisitions and which may require management resources that would otherwise be focused on developing and expanding ABTC’s existing business. ABTC may experience losses related to potential investments in other companies, which could materially and adversely affect ABTC’s business, financial condition and results of operations. Furthermore, the benefits of any acquisition, strategic alliance or joint venture may also take considerable time to develop and ABTC cannot be certain that any particular acquisition, strategic alliance or joint venture will produce the intended benefits in a timely manner or to the extent anticipated or at all.

ABTC operates in the United States and Canada, which may expose it to risks, including currency risks, associated with doing business internationally.

ABTC currently operates in the United States and Canada. As a result, ABTC is and may become increasingly exposed to risks inherent in conducting business outside of the United States. These risks include the following:

•        adverse changes in foreign currency exchange rates;

•        increased difficulty in protecting ABTC’s intellectual property rights and trade secrets, including litigation costs and the outcome of such litigation in jurisdictions outside the United States;

•        increased exposure to events that could impair ABTC’s ability to operate internationally with third parties such as problems with such third parties’ operations, finances, insolvency, labor relations, manufacturing capabilities, costs, insurance, natural disasters, public health emergencies or other catastrophic events;

•        unexpected legal or government action or changes in legal or regulatory requirements;

•        difficulties in managing, growing and staffing international operations;

•        social, economic or political instability;

•        potential negative consequences from changes to taxation or tariff policies;

•        challenges to the transfer pricing of cross-border intercompany transactions;

•        increased difficulty in ensuring compliance by employees, agents and contractors with ABTC’s policies as well as with the laws of multiple jurisdictions, including international environmental, health and safety laws and increasingly complex regulations relating to the conduct of international commerce, including import/export laws and regulations, economic sanctions laws and regulations and trade control; and

•        increased exposure to cybersecurity risks in foreign jurisdictions that may materially and adversely affect ABTC’s business, financial condition and results of operations.

Currency risk is the risk that the value of a financial instrument will fluctuate due to changes in foreign exchange rates. ABTC’s functional currency is the U.S. dollar and most purchases are transacted in U.S. dollars. However, ABTC’s Canadian operations use Canadian dollars as their functional currency. As a result, ABTC is exposed to fluctuations in currency exchange rates, which could negatively affect ABTC’s business, financial condition and results of operations. Management currently does not hedge ABTC’s foreign exchange risk.

ABTC may incur significant expenses as a result of its international operations and it may not be successful in converting those expenditures into increased profitability. ABTC’s failure to successfully manage these risks could harm its international operations and have an adverse effect on its business, financial condition and results of operations.

Banks and financial institutions may not provide banking services or may cut off services, to businesses that provide digital asset-related services or that accept digital assets as payment.

Although a number of significant U.S. banks and investment institutions allow customers to carry and invest in Bitcoin and other digital assets, the acceptance and use by banks of digital assets, including Bitcoin, varies. However, a number of companies that provide Bitcoin or other digital asset-related services have been unable to find banks or financial institutions that are willing to provide them with bank accounts and other services. This risk may be further exacerbated in light of several high-profile bankruptcies in the digital assets industry, as well as bank failures, which have disrupted investor confidence in digital assets and led to a rapid escalation of oversight of the digital asset industry. For example, certain banks have implemented enhanced know-your-customer and anti-money laundering requirements in connection with potential digital asset customers. These enhanced requirements may make it more difficult for digital asset-related companies to find banking or financial services.

A number of companies and individuals or businesses associated with digital assets may have had and may continue to have their existing bank accounts closed or services discontinued with financial institutions. ABTC also may be unable to maintain these services for its business.

The difficulty that many businesses that provide Bitcoin or other digital asset-related services have and may continue to have in finding banks and financial institutions willing to provide them services may decrease the usefulness of digital assets as a payment system and harm public perception of digital assets. Similarly, the usefulness of digital assets as a payment system and the public perception of digital assets could be damaged if banks or financial institutions were to close the accounts of businesses providing Bitcoin or other digital asset-related services. This could occur as a result of compliance risk, cost, government regulation or public pressure. The risk applies to securities firms, clearance and settlement firms, national stock and commodities exchanges, the over-the-counter market and the Depository Trust Company. Such factors would have a material adverse effect on ABTC’s business, financial condition and results of operations.

ABTC’s Risks Related to Certain Regulations and Laws, Including Tax Laws

ABTC’s operations are subject to various legal, regulatory, governmental and technological uncertainties.

As of May 30, 2025, ABTC’s platform included Bitcoin miners at three Bitcoin mining sites in North America. ABTC’s business operating across multiple jurisdictions subjects it to extensive laws, rules, regulations, policies orders, determinations, directives and legal and regulatory interpretations and guidance.

Many of these legal and regulatory regimes were adopted prior to the advent of the internet, mobile technologies, digital assets, AI and/or related technologies. As a result, some applicable laws and regulations do not contemplate or address unique issues associated with the crypto economy, are subject to significant uncertainty and vary widely across U.S. and Canadian federal, state, provincial and local and international jurisdictions. These legal and regulatory regimes, including the laws, rules and regulations thereunder, evolve frequently and may be modified, interpreted and applied in an inconsistent manner from one jurisdiction to another and may conflict with one another. Moreover, the complexity and evolving nature of ABTC’s business and the significant uncertainty surrounding the regulation of the crypto industry requires ABTC to exercise its judgment as to whether certain laws, rules and regulations apply to it and it is possible that governmental bodies and regulators may disagree with ABTC’s conclusions. To the extent ABTC has not complied or is deemed to have not complied, with such laws, rules and regulations, ABTC could be subject to significant fines, revocation of licenses, limitations on ABTC’s operations, reputational harm and other regulatory consequences, each of which may be significant and could adversely affect ABTC’s business, financial condition and results of operations.

Additionally, various governmental and regulatory bodies, including legislative and executive bodies, in the United States, Canada and in other countries may adopt new laws and regulations, the direction and timing of which may be influenced by changes in the governing administrations and major events in the economy. For example, in light of the recent change in administration in the United States, there is considerable uncertainty and potential conflict regarding and among existing laws, judicial orders and bans, new presidential executive orders, regulatory frameworks, leadership changes and enforcement priorities and strategies. Penalties for non-compliance with any of these orders or regulations may be significant. Proposed tariffs to be imposed by the United States on imports from certain countries and potential counter-tariffs in response, could lead to increased costs and supply chain disruptions. If ABTC is not able to navigate these changes, it could have a material adverse effect on ABTC’s business, financial condition and results of operations.

Due to ABTC’s business activities, ABTC may be subject to examinations, oversight, reviews, investigations and inquiries, many of which have broad discretion to audit and examine ABTC’s business. Moreover, laws and regulations related to economic sanctions, export controls, anti-bribery and anti-corruption and other international activities may restrict or limit ABTC’s ability to engage in transactions or dealings with certain counterparties in or with, certain countries or territories or in certain activities. ABTC cannot guarantee compliance with all such laws and regulations and failure to comply with such laws and regulations could expose ABTC to fines, penalties or costly and expensive investigations. Any new laws, regulations or interpretations may result in additional litigation, regulatory investigations and enforcement or other actions, including preventing or delaying if and how ABTC conducts its business. Adverse changes to or ABTC’s failure to comply with, any laws and regulations may have an adverse effect on ABTC’s business, financial condition and results of operations.

The application of the U.S. Commodities Exchange Act of 1936, as amended (the “CEA”) and the regulations promulgated thereunder, to ABTC’s business is unclear and is subject to change in a manner that is difficult to predict.

The application of the CEA and the regulations promulgated thereunder by the CFTC to ABTC’s business is unclear and is subject to change in a manner that is difficult to predict. To the extent ABTC becomes or is deemed to be subject to regulation by the U.S. Commodity Futures Trading Commission (“CFTC”) in connection with its business activities, ABTC may incur additional regulatory obligations and compliance costs, which may be significant.

The CFTC has stated and judicial decisions involving CFTC enforcement actions have confirmed, that Bitcoin and other digital assets fall within the definition of a “commodity” under the CEA and the regulations promulgated by the CFTC thereunder (“CFTC Rules”). As a result, the CFTC has general enforcement authority to police against manipulation and fraud in the spot markets for Bitcoin and other digital assets. From time to time, manipulation, fraud and other forms of improper trading by other participants involved in the markets for Bitcoin and other digital assets have resulted in and may in the future result in, CFTC investigations, inquiries, enforcement action and similar actions by other regulators, government agencies and civil litigation. Such investigations, inquiries, enforcement actions and litigation may cause negative publicity for Bitcoin and other digital assets, which could adversely impact mining profitability, the value of such assets and the value of ABTC’s securities.

In addition to the CFTC’s general enforcement authority, the CFTC has regulatory and supervisory authority with respect to commodity futures, options and/or swaps (“Commodity Interests”) and certain transactions in commodities offered to retail purchasers on a leveraged, margined or financed basis. Changes in ABTC’s activities, the CEA, CFTC Rules or the interpretations and guidance of the CFTC may subject ABTC to additional regulatory requirements, licenses and approvals, which could result in significant increased compliance and operational costs.

Furthermore, trusts, syndicates and other collective investment vehicles operated for the purpose of trading in Commodity Interests may be subject to regulation and oversight by the CFTC and the National Futures Association as “commodity pools.” If ABTC’s mining activities or transactions in Bitcoin were deemed by the CFTC to involve Commodity Interests and the operation of a commodity pool for ABTC’s shareholders, ABTC could be subject to regulation as a commodity pool operator and required to register as such. Such additional registrations may result in increased expenses, thereby materially and adversely impacting ABTC’s stockholders, financial condition and results of operations. If ABTC determines it is not possible or practicable to comply with such additional regulatory and registration requirements, ABTC may seek to cease certain of its operations. Any such action may adversely affect an investment in ABTC’s business.

If regulatory changes or interpretations require ABTC’s registration as a “money services business” under the regulations promulgated by FinCEN under the authority of the U.S. Bank Secrecy Act (the “BSA”) or otherwise under state laws, ABTC may incur significant compliance costs.

FinCEN regulates providers of certain services with respect to “convertible virtual currency,” including Bitcoin. Businesses engaged in the transfer of convertible virtual currencies are subject to registration and licensure requirements at the U.S. federal level and also under U.S. state laws. While FinCEN has issued guidance that digital assets mining, without engagement in other activities, does not require registration and licensure with FinCEN, this could be subject to change as FinCEN and other regulatory agencies continue their scrutiny of the Bitcoin network and digital assets generally. To the extent that ABTC’s business activities cause it to be deemed a “money services business” under the regulations promulgated by FinCEN under the authority of the BSA, ABTC may be required to comply with FinCEN regulations, including those that would mandate it to implement anti-money laundering programs, make certain reports to FinCEN and maintain certain records.

To the extent that ABTC’s activities would cause us to be deemed a “money transmitter” or equivalent designation under state law in any state in which it may operate, ABTC may be required to seek a license or otherwise register with a state regulator and comply with state regulations that may include the implementation of anti-money laundering programs, including implementing a know-your-counterparty program and transaction monitoring, maintenance of certain records and other operational requirements.

Such additional federal or state regulatory obligations may cause ABTC to incur extraordinary expenses. Furthermore, ABTC may not be capable of complying with certain federal or state regulatory obligations applicable to “money services businesses” and “money transmitters,” such as monitoring transactions and blocking transactions, because of the nature of the Bitcoin blockchain. If ABTC is deemed to be subject to and determine not to comply with such additional regulatory and registration requirements, it may cease or alter its activities.

If ABTC were deemed to be an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), applicable restrictions could make it impractical or impossible for ABTC to continue its business as contemplated and could have a material adverse effect on ABTC’s business, financial condition and results of operations.

Under Sections 3(a)(1)(A) and (C) of the 1940 Act, a company generally will be deemed to be an “investment company” for purposes of the 1940 Act if (i) it is or holds itself out as being, engaged primarily or proposes to engage primarily, in the business of investing, reinvesting or trading in securities or (ii) it engages or proposes to engage, in the business of investing, reinvesting, owning, holding or trading in securities and it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. ABTC does not believe that it is an “investment company,” as such term is defined in either of those sections of the 1940 Act. ABTC intends to conduct its operations so that it will not be deemed an investment company. ABTC believes that it is not and will not be primarily engaged in the business of investing, reinvesting or trading in securities and it does not hold itself out as being engaged in those activities. The SEC and its staff have taken the position that certain digital assets fall within the definition of a “security” under the U.S. federal securities laws. Although public statements by senior officials and the staff of the SEC indicate that the SEC does not intend to take the position that Bitcoin is a security (in its current form), such statements are not official policy statements by the SEC and reflect only the speakers’ views, which are not binding on the SEC or any other agency or court.

As a result of ABTC’s investments and ABTC’s Bitcoin mining activities, it is possible that the investment securities ABTC holds in the future could exceed 40% of ABTC’s total assets, exclusive of U.S. government securities and cash items, particularly if the SEC’s position on Bitcoin changes and, accordingly, ABTC could become an inadvertent investment company. An inadvertent investment company can avoid being classified as an investment company if it can rely on one of the exclusions or exemptions under the 1940 Act. One such exemption, Rule 3a-2 under the 1940 Act, allows an inadvertent investment company a grace period of one year from the earlier of (a) the date on which an issuer owns securities and/or cash having a value exceeding 50% of the issuer’s total assets on either a consolidated or unconsolidated basis and (b) the date on which an issuer owns or proposes to acquire investment securities having a value exceeding 40% of the value of such issuer’s total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. As of the date of this proxy statement/prospectus, ABTC does not believe it is an inadvertent investment company. If it does become an inadvertent investment company in the future, ABTC may take actions to cause the investment securities held by it to be less than 40% of its total assets, which may include acquiring assets with ABTC’s cash and/or Bitcoin on hand or liquidating investment securities or Bitcoin or seeking a no-action letter from the SEC if ABTC is unable to acquire sufficient assets or liquidate sufficient investment securities in a timely manner. Liquidating investment securities or Bitcoin could result in losses.

As the Rule 3a-2 exemption is available to a company no more than once every three years and assuming no other exclusion or exemption is available to us, ABTC would have to keep within the 40% limit for at least three years after it relies on Rule 3a-2 and subsequently cease being an inadvertent investment company. This may limit ABTC’s ability to make certain investments or enter into joint ventures that could otherwise have a positive impact on ABTC’s earnings. In any event, ABTC does not intend to become an investment company engaged in the business of investing and trading securities.

Classification as an investment company under the 1940 Act requires registration with the SEC. If an investment company fails to register, it would have to stop doing almost all business and its contracts would become voidable. Registration is time consuming, expensive and restrictive and may require a restructuring of ABTC’s business and ABTC would be very constrained in the kind of business it could do as a registered investment company. Further, ABTC would become subject to substantial regulation concerning management, operations, transactions with affiliated persons and portfolio composition, and would need to file reports under the 1940 Act regime. The cost of such compliance would result in ABTC incurring substantial additional expenses and the failure to register if

required would have a materially adverse impact on ABTC’s business, financial condition and results of operations. Furthermore, ABTC’s classification as an investment company could adversely affect ABTC’s ability to engage in future combinations, acquisitions or other transactions on a tax-free basis.

ABTC’s interactions with a blockchain may expose it to specially designated nationals (“SDN”) or blocked persons and new legislation or regulation could adversely impact ABTC’s business or the market for digital assets.

The Office of Financial Assets Control (“OFAC”) of the U.S. Department of the Treasury requires ABTC to comply with its sanction program and not conduct business with persons named on its SDN list. However, because of the pseudonymous nature of blockchain transactions, ABTC may inadvertently and without its knowledge engage in transactions with persons named on OFAC’s SDN list. ABTC prohibits any transactions with such SDN individuals and ABTC takes commercially reasonable steps to avoid such transactions, but ABTC may not be adequately capable of determining the ultimate identity of the individual with whom it transacts with respect to transacting in Bitcoin. Moreover, there is a risk that some bad actors will continue to attempt to use digital assets, including Bitcoin, as a potential means of avoiding federally imposed sanctions.

ABTC is unable to predict the nature or extent of new and proposed legislation and regulation affecting the digital asset industry or the potential impact of the use of Bitcoin or other digital assets by SDN or other blocked or sanctioned persons, which could have material adverse effects on ABTC’s business, financial condition and results of operations and ABTC’s industry more broadly. Further, ABTC may be subject to investigation, administrative or court proceedings and civil or criminal monetary fines and penalties as a result of any enforcement actions, all of which could harm ABTC’s business, financial condition and results of operations.

ABTC may be subject to substantial environmental or energy regulation and may be adversely affected by legislative or regulatory changes.

ABTC’s business is subject to extensive U.S. and Canadian federal, state, provincial and local laws. Compliance with or changes to, the requirements under these legal and regulatory regimes may cause ABTC to incur significant additional costs or adversely impact ABTC’s ability to compete on favorable terms with competitors. ABTC’s plans and strategic initiatives are based, in part, on ABTC’s understanding of current environmental and energy regulations, policies and initiatives. If new regulations are imposed or if existing regulations are modified, the assumptions made underlying ABTC’s plans and strategic initiatives may be inaccurate and ABTC may incur additional costs to adapt its plans, if ABTC is able to adapt them at all, to such changes. Failure to comply with such requirements could result in the shutdown of non-complying operations, the imposition of liens, fines and/or civil or criminal liability, costly litigation or substantial delays or modifications to ABTC’s operations or strategic initiatives. Changes to these laws and regulations could result in temporary or permanent restrictions on ABTC’s operations. Compliance with or opposing such regulation, may be costly. In addition, ABTC may be responsible for any on-site liabilities associated with the environmental condition of facilities at which ABTC hosts its Bitcoin miners, regardless of when the liabilities arose and whether they are now known or unknown.

In addition, there continues to be a lack of consistent climate legislation, which creates economic and regulatory uncertainty for ABTC’s business because Bitcoin mining, with its energy demand, may become a target for future environmental and energy regulation. New legislation and increased regulation regarding climate change could impose significant costs on ABTC and its suppliers, including costs related to increased energy requirements, capital equipment, environmental monitoring and reporting and other costs to comply with such regulations. Further, any future climate change regulations could also negatively impact ABTC’s ability to compete with companies situated in areas not subject to such limitations. Given the political significance and uncertainty around the impact of climate change and how it should be addressed, ABTC cannot predict how legislation and regulation will affect its business, financial condition and results of operations. Further, even without such regulation, increased awareness and any adverse publicity in the global marketplace about potential impacts on climate change by us or other companies in ABTC’s industry could harm ABTC’s reputation. Any of the foregoing could result in a material adverse effect on ABTC’s business, financial condition and results of operations.

Increased scrutiny and changing expectations from stakeholders with respect to ABTC’s practices and the impacts of climate change may result in additional costs or risks.

Companies across many industries are facing increasing scrutiny related to environmental, social and governance (“ESG”) matters. Investor advocacy groups, certain institutional investors, investment funds and other influential investors are increasingly focused on ESG and in recent years have placed increasing importance on the non-financial impacts of their investments. If environmental laws or regulations or industry standards are either changed or adopted and impose significant operational restrictions and compliance requirements on ABTC’s operations, ABTC’s business, financial condition and results of operations could be negatively impacted.

ABTC may be adversely affected by physical risks related to climate change and ABTC’s response to it.

Severe weather events, such as droughts, wildfires, flooding, heat waves, hurricanes, typhoons and winter storms and other natural and manmade events pose a threat to ABTC’s operations through physical damage to equipment and facilities that host ABTC’s Bitcoin miners, power supply disruption and long-term effects on the cost of electricity. The frequency and intensity of severe weather events are reportedly increasing as part of broader climate changes. Changes in global weather patterns may also pose long-term risks of physical impacts to ABTC’s business. ABTC cannot be certain that any plans it has will mitigate the impacts of such disasters or events. Failure to mitigate such events could adversely affect ABTC’s business, financial condition and results of operations.

ABTC may be involved in legal proceedings from time to time, which could adversely affect it.

From time to time ABTC may be a party to legal and regulatory proceedings, including matters involving governmental agencies or regulators, entities with whom ABTC does business and other proceedings, whether arising in the ordinary course of business or otherwise. ABTC evaluates its exposure to legal and regulatory proceedings and establish reserves, if required, for the estimated liabilities in accordance with generally accepted accounting principles. Assessing and predicting the outcome of these matters involves substantial uncertainties and contingencies. Such matters can be time-consuming, divert management’s attention and resources, cause ABTC to incur significant expenses or liabilities or require ABTC to change its business practices. In addition, the expenses and liabilities of litigation and other proceedings and the timing of these expenses from period to period, are difficult to estimate, subject to change and could adversely affect ABTC’s business, financial condition and results of operations.

In addition, responding to lawsuits brought against ABTC and governmental inquiries or legal actions that ABTC may initiate may be expensive, time-consuming and disruptive to normal business operations. Moreover, the results of complex legal proceedings and governmental inquiries could adversely affect ABTC’s business, financial condition and results of operations and ABTC could incur substantial monetary liability and/or be required to change ABTC’s business practices.

Changes in tax laws or unanticipated tax liabilities could adversely affect ABTC’s effective income tax rate and profitability.

ABTC is subject to income taxes in various jurisdictions in the United States and Canada and may become subject to taxation in additional jurisdictions as it expands. ABTC’s effective tax rate could be adversely affected in the future by several factors, including changes in the valuation of deferred tax assets and liabilities, changes in tax laws and regulations or their interpretations and application, changes in the geographic mix of ABTC’s earnings and the outcome of income tax audits in any of the jurisdictions in which it operates or is otherwise subject to tax.

A significant change in U.S. or Canadian tax laws and regulations may materially and adversely impact ABTC’s income tax liability, provision for income taxes and effective tax rate. ABTC regularly assesses these matters to determine the adequacy of its income tax provision, which is subject to significant judgment.

In the ordinary course of ABTC’s business, there are many transactions and calculations where the ultimate tax determination is uncertain. Although ABTC believes its tax estimates are reasonable, the outcome of income tax audits and related litigation could be materially different than that reflected in ABTC’s historical income tax provisions and accruals. There can be no assurance that the resolution of any audits or litigation will not have an adverse effect on ABTC’s business, financial condition and results of operations.

Intellectual property rights claims may adversely affect the operation of some or all digital asset networks.

Third parties may assert intellectual property claims relating to the holding and transfer of digital assets, including Bitcoin and their source code. Regardless of the merit of any intellectual property or other legal action, any threatened action that reduces confidence in some or all digital asset networks’ long-term viability or the ability of end-users to hold and transfer digital assets, including Bitcoin, may adversely affect the value of the Bitcoin ABTC holds as well as its business, financial condition and results of operations. Additionally, a meritorious intellectual property claim could prevent ABTC and other end-users from accessing some or all digital asset networks or holding or transferring their digital assets. As a result, an intellectual property claim against ABTC or other large digital asset network participants could adversely affect ABTC’s business, financial condition and results of operations.

Developments regarding the treatment of Bitcoin for applicable U.S. and Canadian federal, state, provincial, local and other tax purposes could adversely impact ABTC’s business.

Due to the new and evolving nature of Bitcoin and the absence of comprehensive guidance with respect to Bitcoin and related transactions, many significant aspects of the applicable U.S. and Canadian federal, state, provincial, local and other tax treatment of transactions involving Bitcoin, such as the purchase and sale of Bitcoin and the receipt of staking rewards and other digital asset incentives and rewards products, are uncertain and it is unclear what guidance may be issued in the future with respect to the tax treatment of Bitcoin and related transactions.

Current Internal Revenue Service (“IRS”) guidance indicates that for U.S. federal income tax purposes digital assets, including Bitcoin, should be treated and taxed as property and transactions involving the payment of Bitcoin for goods and services should be treated in effect as barter transactions. The IRS has also released guidance to the effect that, under certain circumstances, hard forks and airdrops of digital currencies may give rise to taxable events and guidance with respect to the determination of the tax basis of digital currencies. However, current IRS guidance does not address other significant aspects of the U.S. federal income tax treatment of digital assets and related transactions. Moreover, although current IRS guidance addresses the treatment of certain hard forks and airdrops, there continues to be uncertainty with respect to the timing and amount of income inclusions for various crypto asset transactions, including staking rewards, other digital asset incentives and reward products. Generally, while current IRS guidance creates a potential tax reporting requirement for any circumstance where the ownership of a Bitcoin passes from one person to another, it preserves the right to apply capital gains treatment to those transactions, which may be favorable for investors in Bitcoin.

There can be no assurance that the IRS will not alter its existing position with respect to digital assets in the future or that Canadian federal or applicable state, provincial, local and other taxing authorities or courts will follow or continue to follow, the approach of the IRS with respect to the treatment of digital assets, including Bitcoin. Generally, any alteration of existing guidance or issuance of new or different guidance may have negative consequences, including the imposition of a greater tax burden on investors in Bitcoin or imposing a greater cost on the acquisition and disposition of Bitcoin. In either case, this may have a negative effect on the trading price of Bitcoin or otherwise negatively impact ABTC’s business, financial condition and results of operations. In addition, future technological and operational developments that may arise with respect to digital currencies may increase the uncertainty of its treatment for applicable U.S. and Canadian federal, state, provincial, local and other tax purposes.

ABTC may not protect its intellectual property rights and other proprietary rights effectively.

ABTC may not be able to obtain broad protection in the United States, Canada or elsewhere for its current or future intellectual property and other proprietary rights. Protecting ABTC’s intellectual property rights and other proprietary rights may require significant expenditure of ABTC’s financial, managerial and operational resources. Any of ABTC’s intellectual property rights and other proprietary rights, whether registered, unregistered, issued or unissued, may be challenged by others or invalidated through administrative proceedings and/or litigation. Moreover, the steps that ABTC may take to protect its intellectual property and other proprietary rights may not be adequate to protect such rights or prevent third parties from infringing or misappropriating such rights. A third party might try to reverse engineer or otherwise obtain and use ABTC’s technology without its permission. ABTC cannot guarantee that others will not readily ascertain by proper means the proprietary technology used in or embodied by ABTC’s services or technology or that others will not independently develop substantially equivalent products, services or technology or that ABTC can meaningfully protect the rights to unpatented products, services or technology. ABTC cannot guarantee that its agreements with its employees, consultants, advisors, sublicensees and strategic partners will provide meaningful protection for its intellectual property and other proprietary rights.

ABTC’s intellectual property may infringe claims of third-party intellectual property rights or other proprietary rights, which could adversely affect its business and profitability.

ABTC’s commercial success may depend, in part, on its ability to operate without infringing third-party intellectual property rights or other proprietary rights. For example, there may be issued patents of which it is not aware that its services or technology infringe on. Also, there may be patents that ABTC believes that it does not infringe on, but that it may ultimately be found to by a court of law or government regulatory agency. Moreover, patent applications, in some cases, are maintained in secrecy until patents are issued. Because patents can take many years to issue, there may be currently pending applications of which ABTC is unaware that may later result in issued patents that its services or technology allegedly infringe on. If a third party brings any claim against ABTC based on third-party intellectual property rights and/or other proprietary rights, it will be required to spend significant resources to defend and challenge such claim, as well as to invalidate any such rights. Any such claim, if initiated against ABTC, whether or not it is resolved in ABTC’s favor, could result in significant expense to ABTC and divert the efforts of technical and management personnel, which could have a material adverse effect on its business, financial condition and results of operations.

Risks Related to the Combined Company

In determining whether you should approve the issuance of shares of Combined Company Common Stock and the Proposals, you should carefully read the following risk factors in addition to the risks described above and the other information included or incorporated by reference in this proxy statement/prospectus.

If any of the events described in “Risks Related to Gryphon” or “Risks Related to ABTC” occur, those events could cause potential benefits of the Mergers not to be realized.

Following the Closing, the Combined Company will be susceptible to many of the risks described in the sections titled “Risks Related to Gryphon” and “Risks Related to ABTC” in this proxy statement/prospectus. To the extent any of the events in the risks described in those sections occur, the potential benefits of the Mergers may not be realized, the business, results of operations and financial condition of the Combined Company could be adversely affected in a material way and the market price of the Class A Common Stock could decline.

There has been no prior public market for ABTC’s common stock or the Class A Common Stock and the price of the Class A Common Stock may be volatile or may decline regardless of the Combined Company’s operating performance.

There has been no public market for ABTC’s common stock or the Class A Common Stock. Although Gryphon Common Stock is listed on Nasdaq and ABTC and Gryphon will apply to have the Class A Common Stock listed on Nasdaq, an active trading market for the Class A Common Stock may never develop or be sustained following the Mergers. The price that the Class A Common Stock trades at immediately following the Mergers may not necessarily reflect the price at which investors in the market will be willing to buy and sell it on a sustained basis. In addition, an active trading market may not develop following the Closing or, if it is developed, may not be sustained. The lack of an active market may impair your ability to sell your shares of Class A Common Stock at the time you wish to sell them or at a price that you consider reasonable. An inactive market may also impair the Combined Company’s ability to raise capital by selling securities and may impair the Combined Company’s ability to acquire other businesses or technologies using the Combined Company’s securities as consideration, which, in turn, could materially adversely affect the Combined Company’s business. The market price of the Class A Common Stock may fluctuate significantly in response to numerous factors, many of which are beyond the Combined Company’s control, including:

•        overall performance of the equity markets;

•        the Combined Company’s operating performance and the performance of other similar companies;

•        the published opinions and third-party valuations by banking and market analysts;

•        changes in the Combined Company’s projected operating results, if any, that it provides to the public, the Combined Company’s failure to meet these projections or changes in recommendations by securities analysts;

•        regulatory or legal developments;

•        the level of expenses related to operations;

•        the Combined Company’s failure to achieve its goals in the timeframe it announces;

•        announcements of acquisitions, strategic alliances or significant agreements by the Combined Company;

•        recruitment or departure of key personnel;

•        the economy as a whole and market conditions in the Combined Company’s industry;

•        trading activity by stockholders who may own or transact in significant amounts of Class A Common Stock;

•        the size of the Combined Company’s public float;

•        political uncertainty and/or instability in the United States; and

•        any other factors discussed in this proxy statement/prospectus.

In addition, the equity markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many digital asset mining and cryptocurrency companies. Stock prices of many digital asset mining and cryptocurrency companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. In the past, stockholders have filed securities class action litigation following periods of market volatility. If the Combined Company were to become involved in securities litigation, it could subject the Combined Company to substantial costs, divert resources and the attention of management from the Combined Company’s business and adversely affect its business, financial condition and results of operations.

The proposed multi-class capital structure of the Combined Company will concentrate voting control with Hut 8 and certain of the Combined Company’s other principal shareholders, who will have the ability to control the direction of its business and significantly influence all matters submitted to stockholders for approval.

A number of provisions relating to the proposed multi-class structure of the Combined Company’s Common Stock are rare or otherwise not common among other corporations with multiple class structures. For instance, each share of Class B Common Stock will be entitled to 10,000 votes per share, each share of Class C Common Stock will be entitled to 10 votes per share and each share of Class A Common Stock will be entitled to one vote per share. Additionally, the Proposed Charter will provide that transfers by holders of Class B Common Stock and Class C Common Stock will not result in those shares converting to Class A Common Stock. Moreover, the Proposed Charter will not provide for any automatic conversion of shares of Class B Common Stock and Class C Common Stock into Class A Common Stock, regardless of identity of the holders thereof or the size of their holdings of the same. See “Description of Combined Company Capital Stock” in this proxy statement/prospectus.

Upon the Closing, Hut 8 will own 80% of the shares of Class B Common Stock and a majority of the total combined voting power of Combined Company’s outstanding capital stock. Hut 8, together with the Combined Company’s other anticipated greater than 5% stockholders, will own 89.3% of the shares of Class B Common Stock, in total representing a majority of the total combined voting power of Combined Company’s outstanding capital stock.

For so long as Hut 8 owns shares of Combined Company’s capital stock that represent a majority of the combined voting power of Combined Company’s outstanding capital stock, it will be able to control any corporate action that requires a stockholder vote, regardless of the vote of any other stockholder (subject to certain limited exceptions for certain class votes). As a result, Hut 8 will (and is expected to continue to have) the ability to control significant corporate activities, including, but not limited to:

•        subject to the provisions of the Investors’ Rights Agreement, the election of the Combined Company Board and, through the Combined Company Board, decision-making with respect to the Combined Company’s business direction and policies, including the appointment and removal of its officers;

•        acquisitions or dispositions of businesses or assets, mergers or other business combinations;

•        issuances of shares of Class A Common Stock, Class B Common Stock and Class C Common Stock and the Combined Company’s capital structure generally;

•        corporate opportunities that may be suitable for the Combined Company and Hut 8, subject to the corporate opportunity provisions in the Proposed Charter;

•        financing activities, including the issuance of debt securities and/or the incurrence of other indebtedness generally;

•        stock repurchases or the payment of one-time or recurring dividends; and

•        the number of shares available for issuance under equity incentive plans.

This voting control will limit the ability of other stockholders to influence corporate matters and, as a result, the Combined Company may take actions that stockholders other than Hut 8 do not view as beneficial. This voting control may also discourage or have the effect of delaying, deferring or preventing transactions involving a change of control of the Combined Company, including transactions in which holders of shares of Class A Common Stock might otherwise receive a premium for their shares.

Even if Hut 8 owns shares of the Combined Company’s capital stock representing less than a majority of the total combined voting power of the Combined Company’s outstanding capital stock, so long as Hut 8 owns shares representing a significant percentage of the Combined Company’s total combined voting power, Hut 8 will have the ability to substantially influence these significant corporate activities.

The multi-class structure of the Combined Company’s capital structure may adversely affect the trading market for Class A Common Stock.

It cannot be predicted whether the Combined Company’s proposed multi-class structure will result in a lower or more volatile market price for the Class A Common Stock, adverse publicity or other adverse consequences. Certain stock index providers exclude or limit the ability of companies with multi-class share structures from being added to certain of their indices. In addition, several stockholder advisory firms and large institutional investors oppose the use of multiple class structures. As a result, the proposed multi-class structure of the Combined Company’s capital structure may make the Combined Company ineligible for inclusion in certain indices and may discourage such indices from selecting the Combined Company for inclusion, may cause stockholder advisory firms to publish negative commentary about its corporate governance practices or otherwise seek to cause the Combined Company to change its capital structure and may result in large institutional investors not purchasing shares of Class A Common Stock. Given the sustained flow of investment funds into passive strategies that seek to track certain indices, any exclusion from certain stock indices could result in less demand for the Class A Common Stock. Any actions or publications by stockholder advisory firms or institutional investors critical of the Combined Company’s corporate governance practices or capital structure could also adversely affect the value of Class A Common Stock. See “Description of Combined Company Capital Stock” in this proxy statement/prospectus.

Hut 8’s interests may conflict with the interests of the Combined Company and its other stockholders.

Various conflicts of interest between the Combined Company and Hut 8 could arise. Immediately after the Closing, the Combined Company is anticipated to have five directors, all of whom will have been designated by ABTC and two of whom are current directors or executive officers of Hut 8 and ABTC. Ownership interests of these individuals and Hut 8 in the Combined Company’s capital stock and ownership interests of the Combined Company’s directors and officers in Hut 8 capital stock or service by an individual as either a director and/or officer of both companies, could create or appear to create potential conflicts of interest when such individuals are faced with decisions relating to the Combined Company. These could include:

•        corporate opportunities;

•        the impact that operating or capital decisions (including the incurrence of indebtedness) relating to the Combined Company’s business may have on Hut 8’s consolidated financial statements and/or current or future indebtedness (including related covenants);

•        business combinations involving the Combined Company;

•        the Combined Company’s dividend and stock repurchase policies;

•        management stock ownership; and

•        any intercompany agreements and services between the Combined Company and Hut 8.

Potential conflicts of interest could also arise if the Combined Company decides to enter into new commercial arrangements with Hut 8 in the future or in connection with Hut 8’s desire to enter into new commercial arrangements with third parties. Additionally, Hut 8 may be constrained by the terms of agreements relating to its indebtedness from taking actions or permitting the Combined Company to take actions, that may be in the Combined Company’s best interest.

Furthermore, disputes may arise between the Combined Company and Hut 8 relating to the Combined Company’s business relationships and these potential conflicts of interest may make it more difficult for the Combined Company to favorably resolve such disputes, including those related to: tax, employee benefits, indemnification and other matters arising from the Mergers; the nature, quality and pricing of services Hut 8 agrees to provide to the Combined Company; sales or other disposals by Hut 8 of all or a portion of its ownership interest in the Combined Company; and business combinations involving the Combined Company.

The Combined Company may not be able to resolve any potential conflicts and even if the Combined Company does, the resolution may be less favorable to the Combined Company than if it were dealing with an unaffiliated third party. While the Combined Company will be controlled by Hut 8, the Combined Company may not have the leverage to negotiate amendments to its various agreements with Hut 8 (if required) on terms as favorable to the Combined Company as those the Combined Company would negotiate with an unaffiliated third party.

The Combined Company will rely on exemptions from certain Nasdaq corporate governance requirements for controlled companies.

Upon the Closing, Hut 8 will own more than 50% of the combined voting power of the Combined Company’s outstanding capital stock, so the Combined Company will be a “controlled company” under the Rules of The Nasdaq Stock Market, LLC (the “Nasdaq Corporate Governance Rules”). As a “controlled company,” the Combined Company will be exempt from compliance with certain marketplace rules related to corporate governance, including that: (i) a majority of its board of directors must be comprised of “Independent Directors” (as defined in the Nasdaq Corporate Governance Rules), (ii) the Combined Company adopted a formal written compensation committee charter and has a compensation committee of at least two members, each of which must be an independent director, and (iii) the Combined Company adopted a formal written charter or board resolution addressing the nomination process whereby director nominees are selected either by: (a) Independent Directors constituting a majority of the Board’s Independent Directors in a vote in which only Independent Directors participate or (b) a nominations committee comprised solely of Independent Directors. Please see the sections titled “Nasdaq Stock Market Listing” and “Controlled Company” in this proxy statement/prospectus.

Following the Mergers, the Combined Company intends to rely on certain “controlled company” exemptions. As a result, the Combined Company is not expected to have a compensation committee and is not expected to have a nominations committee or independent nominating function. Accordingly, for so long as the Combined Company will be a “controlled company” and avail itself of these exemptions, the Combined Company’s stockholders will not have the same protections afforded to stockholders of companies that are subject to all of the requirements of the Nasdaq Corporate Governance Rules.

Future sales and issuances of the Combined Company’s Common Stock or rights to purchase common stock, including pursuant to the 2025 Plan, could result in dilution and could cause the Combined Company Common Stock price to fall.

Additional capital will be needed in the future to continue the Combined Company’s planned operations. To the extent the Combined Company raises additional capital by issuing equity securities, its stockholders may experience substantial dilution and some or all of the Combined Company’s financial measures on a per share basis could be reduced. The Combined Company may sell common stock, convertible securities or other equity securities in one or more transactions at prices and in a manner it determines from time to time. If the Combined Company sells common stock, convertible securities or other equity securities in more than one transaction, investors may be materially diluted by subsequent sales. These sales may also result in material dilution to the Combined Company’s existing stockholders and new investors could gain rights superior to existing stockholders. Moreover, as the Combined Company’s intention to issue additional equity securities becomes publicly known, the Combined Company’s share price may be materially adversely affected.

Pursuant to the 2025 Plan, the Combined Company Board is authorized to grant stock options and other equity-based awards to its employees, directors and consultants, which equity-based awards would also cause dilution to its stockholders. The number of shares of the Class C Common Stock reserved for issuance under the 2025 Plan will not exceed 20% of the total number of the shares of Combined Company Common Stock outstanding at the Closing. If the Combined Company Board elects to increase the number of shares available for future grant by the maximum amount each year, stockholders may experience additional dilution, which could cause the Combined Company Common Stock to fall.

Sales of a substantial number of shares of the Class A Common Stock by the Combined Company’s stockholders in the public market could cause the Class A Common Stock price to fall.

Sales of a substantial number of shares of the Class A Common Stock in the public market or the perception that these sales might occur could significantly reduce the market price of the Class A Common Stock and impair the Combined Company’s ability to raise adequate capital through the sale of additional equity securities.

Upon the Closing, the Combined Company will have outstanding a total of approximately        shares of Class A Common Stock. Of these shares, approximately        shares of Class A Common Stock will be freely tradable, without restriction, in the public market immediately following the Mergers, unless they are purchased by one of the Combined Company’s affiliates.

Sales of these shares or perceptions that they will be sold, could cause the trading price of the Class A Common Stock to decline. Gryphon and ABTC are unable to predict what effect, if any, market sales of securities held by significant stockholders, directors or officers of the Combined Company or the availability of these securities for future sale will have on the market price of the Class A Common Stock after the Mergers.

Failure by the Combined Company to comply with the initial and continued listing standards of Nasdaq will prevent its stock from being listed on Nasdaq and may prevent the Closing of the Mergers and could result in a delisting of the Class A Common Stock subsequent to the Closing.

Gryphon, under the new name “American Bitcoin Corp.,” will be required to meet the initial listing requirements of Nasdaq to maintain the listing and continued trading of its shares on Nasdaq. These initial listing requirements are more difficult to achieve than the continued listing requirements. Pursuant to the Merger Agreement, Gryphon agreed to use its reasonable best efforts to cause the shares of Class A Common Stock being issued in the Mergers to be approved for listing on Nasdaq at or prior to the First Effective Time. If Gryphon is unable to satisfy the Nasdaq listing requirements, neither party is obligated to close the Mergers. Also, following the Mergers, if the Combined Company is unable to satisfy the Nasdaq listing requirements, Nasdaq may notify the Combined Company that its shares of common stock will not be listed on Nasdaq. Upon a potential delisting from Nasdaq, if the Class A Common Stock is not then eligible for quotation on another market or exchange, trading of the shares could be conducted in the over-the-counter market or on an electronic bulletin board established for unlisted securities such as the Pink Sheets or the OTC Bulletin Board. In such event, it is likely that there would be significantly less liquidity in the trading of the Class A Common Stock, decreases in institutional and other investor demand for the shares, coverage by securities analysts, market making activity and information available concerning trading prices and volume and fewer broker dealers willing to execute trades in the Class A Common Stock. Also, it may be difficult for the Combined Company to raise additional capital if the Class A Common Stock is not listed on a major exchange. The occurrence of any of these events could result in a further decline in the market price of the Class A Common Stock and could have a material adverse effect on the Combined Company.

If, after listing the Class A Common Stock on Nasdaq, the Combined Company fails to satisfy the continued listing requirements of Nasdaq, such as the corporate governance requirements or the minimum closing bid price requirement, Nasdaq may take steps to delist the Class A Common Stock. Such a delisting would likely have a negative effect on the price of the Class A Common Stock and would impair your ability to sell or purchase the Class A Common Stock when you wish to do so. In the event of a delisting, the Combined Company can provide no assurance that any action taken by the Combined Company to restore compliance with listing requirements would allow the Class A Common Stock to become listed again, stabilize the market price or improve the liquidity of the Class A Common Stock, prevent the Class A Common Stock from dropping below the Nasdaq minimum bid price requirement or prevent future non-compliance with Nasdaq’s listing requirements.

The Combined Company’s operating results may fluctuate significantly or fall below the expectations of investors or securities analysts, each of which may cause the Combined Company Common Stock price to fluctuate or decline.

It is expected that the Combined Company’s operating results will be subject to annual and quarterly fluctuations. The Combined Company’s net income and other operating results will be affected by numerous factors, including:

•        the Combined Company’s execution of any collaboration or similar arrangements and the timing of payments the Combined Company may make or receive under existing or future arrangements or the termination or modification of any such existing or future arrangements;

•        the market price of digital assets, including Bitcoin;

•        additions and departures of key personnel;

•        strategic decisions by the Combined Company or its competitors, such as acquisitions, divestitures, spin-offs, joint ventures, strategic investments or changes in business strategy; and

•        changes in general market and economic conditions.

If the Combined Company’s operating results fall below the expectations of investors or securities analysts, the price of the Class A Common Stock could decline substantially. Furthermore, any fluctuations in the Combined Company’s operating results may, in turn, cause the price of its stock to fluctuate substantially.

The Combined Company will incur increased costs as a result of operating as a public company and its management team will be required to devote substantial time to compliance initiatives.

As a public company, the Combined Company will incur significant legal, accounting and other expenses that ABTC did not incur as a private company. In addition, the Sarbanes-Oxley Act and rules subsequently implemented by the SEC and Nasdaq have imposed various requirements on public companies, including establishment and maintenance of effective disclosure and internal control over financial reporting and corporate governance practices. The Combined Company’s management and other personnel will need to devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations will increase the Combined Company’s legal and financial compliance costs and will make some activities more time-consuming and costly.

The Combined Company will be subject to the reporting requirements of the Exchange Act, which requires, among other things, that the Combined Company file with the SEC annual, quarterly and current reports with respect to the Combined Company’s business and financial condition as well as other disclosure and corporate governance requirements. If the Combined Company is not able to comply with the requirements in a timely manner or at all, the Combined Company’s financial condition or the market price of the Class A Common Stock may be harmed.

Among other things, ABTC’s management will be responsible for establishing and maintaining adequate internal control over financial reporting. The Combined Company’s compliance with these requirements will require that it incur substantial accounting and related expenses and expend significant management efforts. The Combined Company may need to hire additional accounting and financial staff to comply with public company regulations. The costs of hiring such staff may be material and there can be no assurance that such staff will be immediately available to the Combined Company.

Pursuant to Section 404 of the Sarbanes-Oxley Act, the Combined Company will be required to furnish a report by its management on its internal control over financial reporting, which may include an attestation report on internal control over financial reporting issued by its independent registered public accounting firm. To the extent that the Combined Company remains a “smaller reporting company” with less than $100 million in annual revenues, it will not be required to include an attestation report on internal control over financial reporting issued by its independent registered public accounting firm. Following the Closing, the Combined Company will need to dedicate internal resources, potentially engage outside consultants, maintain a detailed work plan to assess and document the adequacy of internal control over financial reporting, continue steps to improve control processes as appropriate, validate through testing that controls are functioning as documented and implement a continuous reporting and improvement process for internal control over financial reporting. Despite such efforts, there is a risk that neither it nor its independent registered public accounting firm, if required, will be able to conclude that its internal control over financial reporting remains effective as required by Section 404. This could result in an adverse reaction in the financial markets due to a loss of confidence in the reliability of the Combined Company’s financial statements.

Moreover, if the Combined Company identifies deficiencies in its internal control over financial reporting that are deemed to be material weaknesses or if the Combined Company cannot provide reliable financial reports, prevent fraud and operate successfully as a public company, investors could lose confidence in the accuracy and completeness of the Combined Company’s financial reports, its reputation and operating results may be harmed, the market price of the Class A Common Stock could decline and the Combined Company could be subject to sanctions or investigations by Nasdaq, the SEC or other regulatory authorities.

The historical financial information of ABTC presented herein may not be representative of its results or financial condition if ABTC had been operated as a standalone public company and as a result may not be representative of the Combined Company’s results or financial condition after the Mergers.

ABTC did not historically operate as a standalone company. Prior to the establishment of ABTC, the operations of ABTC were carried out by companies owned or controlled by Hut 8. ABTC’s condensed combined financial statements, representing the historical assets, liabilities, operations and cash flows directly attributable to ABTC, have been prepared on a carve-out basis through the use of a management approach from Hut 8’s consolidated financial statements and accounting records and are presented on a stand-alone basis as if the operations of ABTC have been conducted independently from Hut 8. Historically, separate financial statements have not been prepared for ABTC and it has not operated as a standalone business from Hut 8. Unless otherwise indicated in this proxy statement/prospectus, ABTC’s results of operations reflected herein refer to Hut 8’s Bitcoin mining operations, represented by the “Bitcoin mining” sub-segment of Hut 8’s “Compute” segment. The historical results and financial condition of ABTC presented herein may be different from those that would have resulted had ABTC been operated as a standalone public company during the applicable periods or at the applicable dates. As a result, the historical financial information of ABTC may not be indicative of the future operating results or financial position of the Combined Company. See Note 1. Description of business, the transactions and basis of presentation and Note 2. Significant accounting policies and recent accounting pronouncements to ABTC’s combined financial statements included elsewhere in this proxy statement/prospectus for additional detail.

The unaudited pro forma condensed combined financial information presented herein may not be representative of the Combined Company’s results after the Mergers.

The unaudited pro forma condensed combined financial information included in this proxy statement/prospectus has been presented for informational purposes only and is not necessarily indicative of the financial position or results of operations that actually would have occurred had the Mergers been completed as of the date indicated, nor is it indicative of the Combined Company’s future operating results or financial position. The unaudited pro forma condensed combined financial information has been derived from the historical financial statements of Gryphon and ABTC and adjustments and assumptions have been made regarding the Combined Company after giving effect to the Mergers. The information upon which these adjustments and assumptions have been made is preliminary and these kinds of adjustments and assumptions are difficult to make with accuracy. Moreover, the unaudited pro forma condensed combined financial information does not reflect all costs that are expected to be incurred by the Combined Company as an operating company after the Mergers. The assumptions used in preparing the unaudited pro forma condensed combined financial information may not ultimately be accurate and other factors may affect the Combined Company’s results and financial condition following the Closing. The unaudited pro forma condensed combined financial information does not reflect the costs of integration activities contemplated as part of the Mergers. Accordingly, the unaudited pro forma condensed combined financial information included elsewhere in this proxy statement/prospectus does not reflect what Gryphon’s or ABTC’s results or financial condition would have been had Gryphon and ABTC been a consolidated entity during all periods presented.

The market price of the Combined Company’s Common Stock may decline following the Closing.

The market price of the Combined Company’s Common Stock may decline as a result of the Closing for a number of reasons, including if:

•        the effect of the Mergers on the Combined Company’s business and prospects is not consistent with the expectations of financial or industry analysts; and/or

•        the Combined Company does not achieve the perceived benefits of the Mergers as rapidly or to the extent anticipated by financial or industry analysts.

Should they or other events relating to the Closing occur, any of these matters could adversely affect the businesses of or harm the financial condition, results of operations or business prospects of the Combined Company.

The rights of ABTC stockholders who become Combined Company stockholders in the Mergers and Gryphon stockholders following the Mergers will be governed by the Proposed Charter.

Upon the Closing, outstanding shares of ABTC Common Stock will be converted into the right to receive shares of Combined Company Common Stock. ABTC stockholders who receive shares of Combined Company Common Stock in the Mergers will become Combined Company stockholders. As a result, ABTC stockholders who become stockholders in the Combined Company will be governed by the Proposed Charter, rather than being governed by ABTC’s existing amended and restated certificate of incorporation. Pursuant to the Merger Agreement, the Gryphon Charter will be amended, subject to Gryphon stockholders’ approval of the Charter Proposal, in connection with the Mergers. See the section titled “Comparison of Rights of Holders of ABTC and Combined Company Capital Stock” in this proxy statement/prospectus.

The Proposed Charter will include a forum selection clause, which could limit Combined Company stockholders’ ability to obtain a favorable judicial forum for disputes with the Combined Company or its directors, officers or other employees.

The Proposed Charter will provide that the Court of Chancery of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) is the sole and exclusive forum for (i) any derivative action, suit or proceeding brought on behalf of the Combined Company; (ii) any action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any director, officer or stockholder of the Combined Company to the Combined Company or to its stockholders; (iii) any action, suit or proceeding arising pursuant to the DGCL, the Proposed Charter or the Proposed Bylaws of the Combined Company (as any of the foregoing may be amended from time to time); (iv) any action, suit or proceeding as to which the DGCL confers jurisdiction on the Chancery Court or (v) any action, suit or proceeding asserting a claim governed by the internal affairs doctrine.

As a result, any action brought by any Combined Company stockholders with regard to any of these matters will need to be filed in the Court of Chancery of the State of Delaware and cannot be filed in any other jurisdiction; provided that, the exclusive forum provision will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. The Proposed Charter will also provide that the federal district courts of the United States of America will be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Nothing in the Proposed Charter or the Proposed Bylaws will preclude stockholders that assert claims under the Exchange Act from bringing such claims in state or federal court, subject to applicable law.

This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with the Combined Company or any of its directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims. If a court were to find the choice of forum provision that will be contained in the Proposed Charter to be inapplicable or unenforceable in an action, the Combined Company may incur additional costs associated with resolving such action in other jurisdictions, which could materially adversely affect its business, results of operations and financial condition.

Anti-takeover provisions in the Proposed Charter and Proposed Bylaws of the Combined Company, as well as provisions of Delaware law, could delay or prevent a change of control.

Certain provisions of the Proposed Charter and Proposed Bylaws of the Combined Company could discourage unsolicited takeover proposals that stockholders might consider to be in their best interests. These documents will include provisions that, among other things:

•        provide for a classified board of directors, as a result of which the Combined Company Board will initially be divided into three classes, with each class serving for staggered three-year terms;

•        permit directors to be removed from the Combined Company Board by stockholders only for cause by the affirmative vote of at least a majority of the combined voting power of the then-outstanding common

stock (except that prior to the Voting Threshold Date (as defined herein), directors may be removed by our stockholders with or without cause by an affirmative vote of at least a majority of the combined voting power of the then-outstanding common stock);

•        do not permit cumulative voting in the election of directors, which would otherwise allow less than a majority of stockholders to elect director candidates;

•        authorize the issuance of “blank check” preferred stock without any need for action by stockholders;

•        limit the ability of stockholders to call special meetings of stockholders or to act by written consent in lieu of a meeting (except that prior to the Voting Threshold Date, special meetings of stockholders may be called by the Combined Company’s secretary at the request of stockholders holding a majority of the combined voting power of our then-outstanding common stock and stockholder actions may be taken by written consent in lieu of a meeting);

•        require the affirmative vote of at least 66 2/3% of the combined voting power of the Combined Company’s then-outstanding common stock, voting as a single class, to amend certain provisions of the Proposed Charter; and

•        establish advance notice requirements for nominations for election to the Combined Company Board or for proposing matters that may be acted on by stockholders at stockholder meetings.

The foregoing factors, as well as the significant ownership of Combined Company Common Stock by Hut 8 and other principal stockholders, could impede a merger, takeover or other business combination or discourage a potential investor from making a tender offer for the Combined Company Common Stock, which, under certain circumstances, could reduce the market value of the Class A Common Stock. Further, we have opted out of Section 203 of the DGCL. Section 203 of the DGCL generally prohibits a Delaware corporation from engaging in any of a broad range of business combinations with any interested stockholder for a period of three years following the date on which the stockholder became an interested stockholder. See “Description of Combined Company Capital Stock” in this proxy statement/prospectus.

The Combined Company is not expected to pay dividends on Combined Company Common Stock and, consequently, your ability to achieve a return on your investment will depend on appreciation, if any, in the price of the common stock.

ABTC has never declared or paid any cash dividend on ABTC Common Stock. Gryphon has never declared or paid any cash dividend on Gryphon Common Stock. The expectation is that the Combined Company will retain future earnings for the development, operation and expansion of the Combined Company’s business and it does not anticipate declaring or paying any cash dividends for the foreseeable future. There is no guarantee that shares of the Combined Company Common Stock will appreciate in value or even maintain the price at which stockholders have purchased their shares.

The Combined Company’s ability to use Gryphon’s net operating loss carryforwards and certain tax credit carryforwards may be subject to limitation in connection with the Mergers and other ownership changes.

As of December 31, 2024, Gryphon had federal and state net operating loss (“NOL”) carryforwards of $38,580,000. The majority of federal NOL carryforwards are carried forward indefinitely. Under Section 382 of the Code, changes in Gryphon’s ownership may limit the amount of NOL carryforwards, research and development tax credit carryforwards and other tax attributes that could be utilized annually to reduce its future taxable income or tax liability, if any. This limitation would generally apply in the event of a cumulative change in its ownership of more than 50% within a three-year period. Any such limitation may significantly reduce the Combined Company’s ability to utilize Gryphon’s NOL carryforwards and research and development tax credit carryforwards before they expire. The Closing, together with private placements and other transactions that have occurred since the inception of Gryphon, is expected to trigger such an ownership change pursuant to Section 382 of the Code. Any such limitation, whether as the result of the Mergers, prior private placements, sales of common stock by existing Gryphon stockholders or additional sales of common stock by the Combined Company after the Mergers, could have a material adverse effect on the Combined Company’s results of operations in future years.

If the Mergers do not qualify as a “reorganization” for U.S. federal income tax purposes, U.S. Holders of shares of ABTC Common Stock will be required to recognize gain or loss for U.S. federal income tax purposes upon the exchange of their shares of ABTC Common Stock for Combined Company Common Stock in the Mergers.

The U.S. federal income tax consequences of the Mergers to U.S. Holders will depend on whether the Mergers qualify as a “reorganization” for U.S. federal income tax purposes. If the Mergers fail to qualify as a reorganization within the meaning of Section 368(a) of the Code, a U.S. Holder of shares of ABTC Common Stock would recognize gain or loss for U.S. federal income tax purposes on each share of ABTC Common Stock surrendered in the Mergers for Combined Company Common Stock. For a more complete discussion of the U.S. federal income tax considerations of the Mergers, please carefully review the information set forth in the section titled “U.S. Federal Income Tax Considerations.”

Key members of the Combined Company’s management team will have limited experience managing a public company.

Certain expected executive officers of the Combined Company may have, and other future members of its management team may have, limited experience managing a publicly traded company, interacting with public company investors and complying with the increasingly complex laws pertaining to public companies. These individuals may not successfully or efficiently manage the transition to being a public company subject to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors. These new obligations and constituents will require significant attention from the Combined Company’s management team and could divert their attention away from the day-to-day management of its business, which could adversely affect the Combined Company’s business, financial condition and results of operations.

The Mergers will result in changes to the Gryphon Board and the Combined Company will pursue different strategies than Gryphon pursued independently.

If Gryphon and ABTC complete the Mergers, the composition of the Gryphon Board will change in accordance with the Merger Agreement. Following the Closing, the Combined Company Board is expected to consist of five members. Currently, it is anticipated that the Combined Company will continue to advance the business strategies of ABTC.

Combined Company management will have broad discretion in the use of the cash and cash equivalents of the Combined Company and may invest or spend the proceeds in ways with which you do not agree and in ways that may not increase the value of your investment.

Management of the Combined Company will have broad discretion over the use of the cash and cash equivalents of the Combined Company. You may not agree with these decisions and the Combined Company’s use of its cash and cash equivalents may not yield any return on your investment. The Combined Company’s management’s failure to apply these resources effectively could compromise its ability to pursue its growth strategy and the Combined Company might not be able to yield a significant return, if any, on its investment of these net proceeds. You will not have the opportunity to influence the Combined Company’s decisions on how to use its cash resources.

If equity research analysts do not publish research or reports or publish unfavorable research or reports, about the Combined Company, its business or its market, its stock price and trading volume could decline.

The trading market for the Class A Common Stock will be influenced by the research and reports that equity research analysts publish about it and its business. Equity research analysts may elect to not provide research coverage of the Combined Company after the Closing and such lack of research coverage may adversely affect the market price of the Class A Common Stock. In the event it does have equity research analyst coverage, the Combined Company will not have any control over the analysts or the content and opinions included in their reports. The price of the Class A Common Stock could decline if one or more equity research analysts downgrade the stock or issue other unfavorable commentary or research. If one or more equity research analysts cease coverage of the Combined Company or fail to publish reports on it regularly, demand for its common stock could decrease, which in turn could cause Class A Common Stock price or trading volume to decline.

THE SPECIAL MEETING OF GRYPHON STOCKHOLDERS

Date, Time and Place

The Special Meeting will be held on            , 2025 at 10:00 a.m. Eastern Time, virtually via the Internet at https://www.cstproxy.com/gryphondigitalmining/            , unless postponed or adjourned to a later date. Gryphon is sending this proxy statement/prospectus to its stockholders in connection with the solicitation of proxies by the Gryphon Board for use at the Special Meeting and any adjournments or postponements of the Special Meeting. This proxy statement/prospectus is first being furnished to Gryphon stockholders on or about            , 2025.

Purposes of the Special Meeting

The purpose of the Special Meeting is to consider and vote upon the following Proposals:

(i)     The Stock Issuance Proposal (Proposal 1) — To approve (a) the issuance of Combined Company Common Stock, which will represent more than 20% of the shares of Gryphon Common Stock outstanding immediately prior to the Mergers, to stockholders of ABTC as Merger Consideration pursuant to the terms of the Merger Agreement and the transactions contemplated therein and (b) the change of control resulting from such issuance and the Mergers, pursuant to Nasdaq Listing Rules 5635(a) and 5635(b), respectively. The Stock Issuance Proposal is described in more detail in this proxy statement/prospectus under the heading “The Stock Issuance Proposal (Proposal 1).” A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A.

(ii)    The Charter Proposal (Proposal 2) — To approve and adopt, assuming the Stock Issuance Proposal is approved, the Proposed Charter in the form attached to this proxy statement/prospectus as Annex B. The Charter Proposal is described in more detail in this proxy statement/prospectus under the heading “The Charter Proposal (Proposal 2).”

(iii)   Advisory Charter Proposals (Proposals 3 – 7) — To approve, on an advisory and non-binding basis, five separate proposals to approve certain governance provisions in the Proposed Charter. These separate votes are not otherwise required by Delaware law, separate and apart from the Charter Proposal, but are required by SEC guidance requiring that stockholders have the opportunity to present their views on important corporate governance provisions. The Advisory Charter Proposals are described in more detail in this proxy statement/prospectus under the heading “The Advisory Charter Proposals (Proposals 3 – 7).”

(iv)   Advisory Golden Parachute Proposal (Proposal 8) — To approve, on an advisory and non-binding basis, the “golden parachute” compensation payments that will or may be made by Gryphon to its named executive officers in connection with the Mergers, as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. The Advisory Golden Parachute Proposal is described in more detail in this proxy statement/prospectus under the heading “Advisory Golden Parachute Proposal (Proposal 8).”

(v)    The Plan Amendment Proposal (Proposal 9) — To approve, assuming the Stock Issuance Proposal and the Charter Proposal are approved, the 2025 Plan, in the form attached to this proxy statement/prospectus as Annex G. The Plan Amendment Proposal is described in more detail in this proxy statement/prospectus under the heading “The Plan Amendment Proposal (Proposal 9).”

(vi)   The Adjournment Proposal (Proposal 10) — To approve the adjournment of the Special Meeting to a later date or dates, if necessary, at the determination of the Gryphon Board or the chairman of the Special Meeting.

Gryphon Board Recommendation

After careful consideration, the Gryphon Board determined unanimously that each of the Proposals is fair to and in the best interests of Gryphon and its stockholders. The Gryphon Board has approved and declared advisable and unanimously recommends that you vote or give instructions to vote “FOR” each of these Proposals.

Record Date and Voting Power

Only holders of record of Gryphon Common Stock at the close of business on the Record Date of             , 2025, are entitled to notice of and to vote at, the Special Meeting. At the close of business on the Record Date, there were approximately              registered holders of record of Gryphon Common Stock and there were              shares of Gryphon Common Stock issued and outstanding. Each share of Gryphon Common Stock entitles the holder thereof to one vote on each matter submitted for stockholder approval.

Voting and Revocation of Proxies

The proxy accompanying this proxy statement/prospectus is solicited on behalf of the Gryphon Board for use at the Special Meeting.

If, as of the Record Date referred to above, your shares were registered directly in your name with the transfer agent for Gryphon Common Stock, CST, then you are a stockholder of record.

If you are a stockholder of record, you may vote at the Special Meeting. Alternatively, you may vote by proxy by using the accompanying proxy card, over the internet or by telephone. Whether or not you plan to attend the Special Meeting, Gryphon encourages you to vote by proxy to ensure your vote is counted. Even if you have submitted a proxy before the Special Meeting, you may still attend the Special Meeting and vote during the virtual meeting. In such case, your previously submitted proxy will be disregarded.

The procedures for voting are as follows:

•        To vote at the Special Meeting, attend the Special Meeting and follow the instructions to vote at the Special Meeting.

•        To vote using the proxy card, simply complete, sign and date the accompanying proxy card and return it promptly in the envelope provided. If you return your signed proxy card before the Special Meeting, Gryphon will vote your shares in accordance with the proxy card.

•        To vote by proxy over the internet, follow the instructions provided on the proxy and vote at https://www.cstproxy.com/gryphondigitalmining/            .

•        To vote by telephone, you may vote by proxy by calling the toll-free number found on the proxy card.

If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a voting instruction card and voting instructions with these proxy materials from that organization rather than from Gryphon. Simply complete and mail the voting instruction card to ensure that your vote is counted. To vote in person at the Special Meeting, you must obtain a valid proxy from your broker, bank or other agent. Follow the instructions from your broker, bank or other agent included with these proxy materials or contact your broker, bank or other agent to request a proxy.

Gryphon provides internet proxy voting to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions.

If you do not give instructions to your broker, your broker cannot vote your Gryphon shares during the Special Meeting for anything other than the Adjournment Proposal because all the other Proposals are considered “non-discretionary,” non-routine items.

All properly executed proxies that are not revoked will be voted at the Special Meeting and at any adjournments or postponements of the Special Meeting in accordance with the instructions contained in the proxy. If a holder of Gryphon Common Stock executes and returns a proxy and does not specify otherwise, the shares represented by that proxy will be voted “FOR” all of the Proposals in accordance with the recommendation of the Gryphon Board.

If you are a stockholder of record of Gryphon and you have not executed the Support Agreement, you may change your vote at any time before your proxy is voted at the Special Meeting in any one of the following ways:

•        You may submit another properly completed proxy with a later date by mail or via the internet.

•        You can provide your proxy instructions via telephone at a later date.

•        You may send a written notice that you are revoking your proxy to Gryphon Digital Mining, Inc., 1180 North Town Center Drive, Suite 100, Las Vegas, NV 89144, Attention: Secretary.

•        You may attend the Special Meeting, revoke your proxy at the Special Meeting and vote. Simply attending the Special Meeting will not, by itself, revoke your proxy.

If you are a beneficial owner and your shares of Gryphon Common Stock are held by your broker, bank or other agent, you should follow the instructions provided by them.

Required Vote

The approval of the Charter Proposal requires the affirmative vote of a majority of the outstanding shares of capital stock of Gryphon entitled to vote. Approval of each of the other Proposals requires the affirmative vote of a majority of the votes cast by the holders of Gryphon Common Stock, represented in person, online or by proxy and entitled to vote thereon at the Special Meeting.

Certain Gryphon stockholders who in the aggregate owned approximately 19.19% of the outstanding shares of Gryphon Common Stock as of May 9, 2025 have entered into the Gryphon Support Agreements with ABTC, pursuant to which such stockholders have, among other things, agreed to vote in favor of the Proposals and certain other matters at any meeting of Gryphon’s stockholders (or any adjournment or postponement thereof) and, subject to certain exceptions, have also agreed not to transfer their shares of Gryphon Common Stock.

Solicitation of Proxies

In addition to solicitation by mail, the directors, officers, employees and agents of Gryphon may solicit proxies from Gryphon stockholders by personal interview, telephone, email, fax or otherwise. Gryphon will pay all of the costs of printing and filing this proxy statement/prospectus and proxy card. Arrangements will also be made with brokerage firms and other custodians, nominees and fiduciaries who are record holders of Gryphon Common Stock for the forwarding of solicitation materials to the beneficial owners of Gryphon Common Stock. Gryphon will reimburse these brokers, custodians, nominees and fiduciaries for the reasonable out-of-pocket expenses they incur in connection with the forwarding of solicitation materials.

Gryphon has retained Okapi to assist it in soliciting proxies using the means referred to above. Gryphon will pay the fees of Okapi, which Gryphon expects to be approximately $17,500, plus a per-call fee, a performance fee and the reimbursement of reasonable out-of-pocket expenses.

Other Matters

As of the date of this proxy statement/prospectus, the Gryphon Board does not know of any business to be presented at the Special Meeting other than as set forth in the notice accompanying this proxy statement/prospectus. If any other matters should properly come before the Special Meeting, it is intended that the shares represented by proxies will be voted with respect to such matters in accordance with the judgment of the persons voting the proxies.

The Mergers

This section and the section titled “The Merger Agreement” beginning on page 98 of this proxy statement/prospectus describe the material aspects of the Mergers and the Merger Agreement. The description in this section and elsewhere in this proxy statement/prospectus is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A and is incorporated by reference into this proxy statement/prospectus. This summary does not purport to be complete and may not contain all of the information about the Mergers and the transactions contemplated thereby that is important to you. You should carefully read this entire proxy statement/prospectus, including the annexes and the other documents referred to herein, for a more complete understanding of the Mergers and the Merger Agreement. See the section titled “Where You Can Find More Information” beginning on page 253 of this proxy statement/prospectus.

The Mergers

Pursuant to the Merger Agreement, at the First Effective Time, Merger Sub Inc. will merge with and into ABTC, with ABTC surviving the First Merger as a direct, wholly owned subsidiary of Gryphon. Immediately following the First Merger, at the Second Effective Time, ABTC will merge with and into Merger Sub LLC, with Merger Sub LLC surviving the Second Merger as a direct, wholly owned subsidiary of Gryphon.

Merger Consideration

Upon closing of the First Merger, each share of ABTC Class A Common Stock and ABTC Class B Common Stock issued and outstanding immediately prior to the First Effective Time, other than shares of ABTC Class A Common Stock and ABTC Class B Common Stock held immediately prior to the First Effective Time by ABTC (as treasury stock or owned by any subsidiary of ABTC) and other than dissenting shares, will be converted into the right to receive a number of shares of Class A Common Stock or Class B Common Stock, respectively, equal to the Exchange Ratio set forth in the Merger Agreement.

The Exchange Ratio is a number of shares equal to the quotient obtained by dividing (x) the Fully Diluted Gryphon Common Stock multiplied by 49 by (y) the Fully Diluted ABTC Common Stock, in each case as of immediately prior to the First Effective Time, where:

•        “Fully Diluted Gryphon Common Stock” means, without duplication, the aggregate number of shares of Gryphon Common Stock (i) that are issued and outstanding immediately prior to the First Effective Time and (ii) that are issuable upon the exercise, exchange or conversion of any other equity interests of Gryphon that are issued and outstanding immediately prior to the First Effective Time (whether or not then vested or exercisable, as applicable); and

•        “Fully Diluted ABTC Common Stock” means, without duplication, the aggregate number of shares of ABTC Common Stock (i) that are issued and outstanding immediately prior to the First Effective Time and (ii) that are issuable upon the exercise, exchange or conversion of any other equity interests of ABTC that are issued and outstanding immediately prior to the First Effective Time (whether or not then vested or exercisable, as applicable).

Exchange Ratio Calculation

The actual Exchange Ratio will be determined at the Closing, and the fully diluted number of shares of Gryphon Common Stock and ABTC Common Stock outstanding immediately prior to the Closing is subject to change, as additional securities of Gryphon or ABTC are likely to be issued prior to the Closing. However, irrespective of any change to the Exchange Ratio, upon the Closing holders of ABTC Common Stock as of immediately prior to the First Effective Time will collectively own approximately 98.0% of the outstanding Combined Company Common Stock, on a fully diluted basis, and the holders of equity interests of Gryphon as of immediately prior to the First Effective Time will collectively own approximately 2.0% of the outstanding Combined Company Common Stock, on a fully diluted basis.

As an illustrative example, if the Closing had occurred on May 9, 2025, the date on which the Merger Agreement was executed, the Exchange Ratio would have been equal to approximately 89.73, assuming (a) the approximate number of shares of Fully Diluted Gryphon Common Stock is 92,472,369, consisting of (i) 72,557,715 shares of Gryphon Common Stock issued and outstanding, (ii) 12,397,054 shares underlying outstanding warrants to purchase Gryphon Common Stock, (iii) 3,578,206 shares underlying outstanding restricted stock units (“RSUs”) of Gryphon and (iv) 3,939,394 shares of Gryphon Common Stock issuable upon conversion of the Anchorage Loan Agreement, and (b) the number of shares of Fully Diluted ABTC Common Stock is 50,500,000, consisting of 50,500,000 shares of ABTC Class B Common Stock issued and outstanding, in each case, as of May 9, 2025. In this scenario, holders of ABTC Common Stock as of immediately prior to the First Effective Time would receive approximately 89.73 shares of Class B Common Stock in exchange for each share of ABTC Class B Common Stock. As a result, holders of ABTC Common Stock as of immediately prior to the First Effective Time would receive in the aggregate approximately 4,531,146,081 shares of Combined Company Common Stock at the Closing.

However, circumstances could change and other issuances of ABTC Common Stock or Gryphon Common Stock prior to the Closing could affect the Exchange Ratio, and thus the number of shares of Combined Company Common Stock issued to ABTC stockholders at the Closing. For example, as described in greater detail in the section titled “The Merger Agreement — Other Covenants and Agreements — Gryphon Reverse Stock Split”, Gryphon stockholders voted to approve a reverse split of all issued and outstanding shares of Gryphon Common Stock, at a reverse stock split ratio in the range of 1:2 to 1:40 (with such ratio to be mutually agreed to by Gryphon and ABTC pursuant to the Merger Agreement in the event the reverse stock split occurs), which may be effected at any time within one year of such approval date. In addition, as disclosed elsewhere in this proxy statement/prospectus, prior to the Closing ABTC intends to undertake an external financing involving the private placement to new third party investors of shares of ABTC Class A Common Stock. Gryphon may also, in accordance with and subject to the terms of the Merger Agreement, sell shares of Gryphon Common Stock from time to time prior to the Closing. Any increase in the number of issued and outstanding shares of ABTC Common Stock or Gryphon Common Stock will affect the Exchange Ratio and number of shares to be issued to ABTC stockholders in the Mergers.

Regardless of any changes that these events, which may or may not materialize, would have on the Exchange Ratio, the aggregate number of shares of Combined Company Common Stock that will be issued at the Closing to holders of ABTC Common Stock as of immediately prior to the First Effective Time will be a number of shares causing such ABTC stockholders to collectively own approximately 98.0% of the outstanding Combined Company Common Stock, and the holders of equity interests of Gryphon as of immediately prior to the First Effective Time to collectively own approximately 2.0% of the outstanding Combined Company Common Stock, following the Closing, in each case on a fully diluted basis.

Ownership of the Combined Company after the Mergers

Upon the Closing, holders of ABTC Common Stock as of immediately prior to the First Effective Time will collectively own approximately 98.0% of the outstanding Combined Company Common Stock, on a fully diluted basis and the holders of equity interests of Gryphon as of immediately prior to the First Effective Time will collectively own approximately 2.0% of the outstanding Combined Company Common Stock, on a fully diluted basis.

Organizational Structure

Board of Directors and Management Following the Mergers

Upon the Closing, the business and affairs of the Combined Company will be managed under the direction of the Combined Company Board.

All of Gryphon’s current directors and executive officers are expected to resign from their positions as directors and executive officers of Gryphon, effective as of the Closing. The Combined Company Board is expected to initially be fixed at five members, all of whom are designees of ABTC: Michael Ho, Asher Genoot, Justin Mateen and Michael Broukhim. The remaining director of the Combined Company has not yet been determined by ABTC.

Michael Ho, the Executive Chairman of ABTC, and Matt Prusak, the Chief Executive Officer of ABTC, are expected to serve as executive officers of the Combined Company.

For additional information, see the section of this proxy statement/prospectus titled “Management Following the Mergers.”

Interests of Gryphon’s Directors and Officers in the Mergers

When you consider the recommendation of the Gryphon Board to vote in favor of approval of the Proposals, you should keep in mind that Gryphon’s directors and officers have interests in the Mergers that may be different from or in addition to (and which may conflict with) your interests as a stockholder and may be incentivized to complete a business combination that is less favorable to stockholders rather than liquidating Gryphon. These interests include, among other things, the fact that:

•        based on the terms of his employment agreement, Steve Gutterman, the Company’s Chief Executive Officer, will be entitled to receive a total value of approximately $2,290,794 in connection with the Closing, which consists of (i) $737,164 as part of severance payments under his employment agreement and (ii) approximately $1,553,630 in value associated with the accelerated vesting of outstanding unvested restricted stock units;

•        based on the terms of his employment agreement, Simeon Salzman, the Company’s Chief Financial Officer, will be entitled to receive a total value of approximately $412,500 in connection with the Closing, which consists of a severance payment under his employment agreement that is payable in twelve equal monthly installments;

•        based on the terms of his employment agreement, Eric Gallie, the Company’s Senior Vice President, Energy, will be entitled to receive a total value of approximately $835,000 in connection with the Closing, which consists of (i) $250,000 as part of severance payments under his employment agreement, payable in twelve equal monthly installments and (ii) approximately $585,000 in value associated with the accelerated vesting of outstanding unvested restricted stock units; and

•        Gryphon’s directors and officers will be eligible for continued indemnification and continued coverage under directors’ and officers’ liability insurance after the Mergers and pursuant to the terms of the Merger Agreement.

These interests may have influenced the Gryphon Board in making their recommendation that you vote in favor of the approval of the Mergers. The members of the Gryphon Board were aware of and considered these interests, among other matters, when they approved the Mergers and recommended that Gryphon stockholders approve the proposals required to effect the Mergers. The Gryphon Board determined that the overall benefits expected to be received by Gryphon and its stockholders in the Mergers outweighed any potential risk created by the conflicts stemming from these interests. In addition, the Gryphon Board determined that potentially disparate interests would be mitigated because (i) most of these disparate interests would exist with respect to a business combination by Gryphon with any other target business or businesses and (ii) these interests could be adequately disclosed to stockholders in this proxy statement/prospectus, and that stockholders could take them into consideration when deciding whether to vote in favor of the proposals set forth herein.

Interests of ABTC’s Directors and Officers in the Mergers

When you consider the recommendation of the Gryphon Board in favor of Proposals, you should keep in mind that ABTC’s directors and officers have interests in the Mergers that are different from or in addition to (and which may conflict with) those of Gryphon stockholders generally. These interests include, among other things, those listed below:

•        Ownership Interests.    As of June 5, 2025, ABTC’s directors and executive officers do not hold any equity interests in ABTC. However, certain ABTC stockholders affiliated with ABTC’s directors also currently hold shares of ABTC capital stock. As of the date of this proxy statement/prospectus, ABH, which is a wholly owned subsidiary of Hut 8, beneficially owns a majority of the voting power of the outstanding ABTC Common Stock. Asher Genoot, a director of ABTC, is the Chief Executive Officer of ABH and Hut 8. Michael Ho, a director and the Executive Chairman of ABTC, is the Chief Strategy Officer of ABH and Hut 8. By virtue of these relationships, Mr. Genoot and Mr. Ho may be deemed to share voting and dispositive power over the shares of ABTC held of record by ABH.

•        Management Following the Mergers.    As described in the section of this proxy statement/prospectus titled “Management Following the Mergers”, certain of ABTC’s directors and executive officers are expected to become the directors and executive officers of the Combined Company upon the Closing.

•        Compensation and Benefits.    As described in the section of this proxy statement/prospectus titled “ABTC Executive and Director Compensation”, certain members of the ABTC Board and ABTC’s executive officers are entitled to or are expected to receive, compensation and benefits in connection with their service to ABTC and the Combined Company.

•        Limitations of Liability, Indemnification and Insurance.    The amended and restated certificate of incorporation of ABTC (the “ABTC Charter”) and the ABTC Bylaws (the “ABTC Bylaws”) contain indemnification obligations pursuant to which ABTC’s directors and executive officers are indemnified for reasonable expenses and liabilities incurred in connection with any action or proceeding brought against them by reason of the fact that they are or were agents of ABTC. ABTC believes that the ABTC Charter provisions and ABTC Bylaws provisions are necessary to attract and retain qualified persons as directors and officers. For a discussion of the indemnification and insurance provisions related to ABTC directors and officers under the Merger Agreement, please see the section of this proxy statement/prospectus titled “The Merger Agreement — Indemnification, Exculpation and Insurance.”

Certificate of Incorporation and Bylaws of the Combined Company

Pursuant to the Merger Agreement, prior to the Closing, the Gryphon Charter will be amended and restated to be in the form of the Proposed Charter included in this proxy statement/prospectus as Annex B.

Gryphon and ABTC also expect that, upon the Closing, the Bylaws will be amended and restated to be in the form attached to the Merger Agreement as Exhibit B and this proxy statement/prospectus as Annex I, to incorporate necessary changes for consistency with the Proposed Charter and to make certain other changes that the Gryphon Board deems appropriate for the Combined Company.

For additional information regarding the Proposed Charter, see the sections of this proxy statement/prospectus titled “The Charter Proposal (Proposal 2)” and “Comparison of Rights of Holders of Combined Company Common Stock.”

Name and Headquarters of the Combined Company

The name of the Combined Company will be “American Bitcoin Corp.” and its headquarters will be located in Miami, Florida.

Background of the Mergers

The following chronology summarizes the key meetings and events that led to the signing of the Merger Agreement. The following chronology does not catalogue every conversation among the respective parties, their boards of directors and management, their respective representatives or other parties.

The terms of the Merger Agreement are the result of arm’s-length negotiations between the Gryphon Board and management team and the ABTC Board and management team, along with their respective advisors. The following is a summary of the events leading up to the decision by the Gryphon Board to explore strategic alternatives, the

process undertaken by the Gryphon Board and its management team to evaluate ABTC and the negotiation of the Merger Agreement with ABTC. This discussion of the Mergers is qualified by reference to the Merger Agreement, a copy of which is attached as Annex A to this proxy statement/prospectus. You should read the entire Merger Agreement carefully because it is the legal document that governs the Mergers.

Gryphon is asking its stockholders to vote on and approve the transactions contemplated in the Merger Agreement, including Proposals 1-8.

The Gryphon Board and Gryphon’s management team have regularly evaluated the long-term strategic goals and plans of Gryphon, its operations and financial performance and overall industry conditions. As part of these evaluations, Gryphon has considered, among other things, potential opportunities for strategic partnerships and collaborations, business combinations, acquisitions and other financial and strategic alternatives, including a sale of Gryphon.

On September 22, 2024, a meeting of the Gryphon Board, with representatives from Ellenoff Grossman & Schole LLP (“EGS”), counsel to Gryphon, present, was held via teleconference, during which management for Gryphon presented to the Gryphon Board regarding, among other items, an assessment that Gryphon’s current business model presented significant risk. Specifically, management discussed the need to achieve greater scale, either by significantly lowering power costs and/or acquiring additional Bitcoin miners to compete effectively with larger competitors. The Gryphon Board instructed management to evaluate and consider strategic alternatives to achieve these goals. During the meeting, the Gryphon Board also discussed the recently received communications from Nasdaq, indicating that Gryphon would be delisted from Nasdaq if it could not return to compliance with applicable Nasdaq Listing Rules by attaining a market capitalization of over $35 million and a price per share of Gryphon Common Stock of over $1.00. The Gryphon Board concluded that a significant transaction, in addition to providing a strategic benefit by creating scale, could potentially address Gryphon’s Nasdaq listing issues.

On October 18, 2024, a meeting of the Gryphon Board, with representatives from EGS present, was held via teleconference, during which management for Gryphon discussed its ongoing efforts to find strategic partners, which did not yet include Hut 8. The Gryphon Board also discussed potential terms for the New Loan Agreement.

In early December 2024, members of Gryphon’s management discussed with representatives of Anchorage a possible introduction to the management team of Hut 8. Gryphon’s management believed that a conversation between Gryphon and Hut 8 could further Gryphon’s goals of achieving scale and ensuring a return to Nasdaq compliance. Specifically, Gryphon’s management team believed that a strategic transaction, in which Gryphon would be the acquired company, would enable Gryphon to achieve scale that would be difficult for it to achieve on its own, which could resolve Gryphon’s outstanding Nasdaq deficiencies.

On December 26, 2024, Gryphon’s management held an introductory call with certain members of Hut 8’s management. The companies discussed potential areas of collaboration between the two companies and whether such collaboration could benefit both companies’ stockholders. At this time, the conversation was focused on a combination of Hut 8 assets with Gryphon assets.

On February 7, 2025, another call was held between members of Gryphon’s management and Hut 8’s management. During the call, the management teams discussed in concept the possibility of a transaction to combine their respective Bitcoin mining operations, including the possibility of using as a counterparty for a transaction a new subsidiary Hut 8 was considering forming in connection with its Bitcoin mining operations. Gryphon’s management acknowledged that, as the significantly smaller of the two parties and operations, any combination would likely result in Gryphon’s management ceding operational control of a combined entity to Hut 8.

On February 14, 2025, members of Gryphon’s management held in-person meetings with several investment bankers in New York and discussed on a no-names basis the possibility of a business combination transaction involving Gryphon. Gryphon’s management was encouraged by the generally positive reception to this concept.

On February 17, 2025 and again on February 24, 2025, Gryphon’s management held further conversations with members of Hut 8’s management about a possible combination transaction.

On February 24, 2025, a meeting of the Gryphon Board, with representatives from EGS present, was held via teleconference, during which Gryphon’s management presented a liquidity and debt management update, including

updated budgeting items, cash flow scenarios for the coming fiscal year and progress toward returning to compliance with Nasdaq listing requirements. Gryphon’s management team also discussed the ongoing conversations with Hut 8 about a potential business combination transaction involving Gryphon. The Gryphon Board encouraged management to continue to engage in these conversations.

On February 25, 2025 and again on March 1, 2025, Gryphon’s management held further conversations with members of Hut 8’s management about a possible combination transaction involving Gryphon and one of its subsidiaries, including the potential new subsidiary previously mentioned. Gryphon’s management acknowledged that, in any such transaction, Gryphon stockholders would retain a small minority ownership interest in the combined entity.

On March 6, 2025, a meeting of the Gryphon Board, with representatives from EGS present, was held via teleconference, during which Gryphon’s management presented a liquidity and debt management update and the management team and the Gryphon Board also discussed the concept of a possible business combination involving Hut 8 or one of its subsidiaries. The Gryphon Board and Gryphon’s management concluded that, while they were interested in pursuing this potential transaction, the post-transaction share of equity in the combined entity, as between current Gryphon stockholders and stockholders of the Hut 8 counterparty to the transaction, would need to be carefully reviewed.

On March 11, 2025, Steve Gutterman, chief executive officer of Gryphon, held a call and exchanged emails with Asher Genoot, chief executive officer of Hut 8, to discuss a potential transaction between a subsidiary of Hut 8 and Gryphon, including that Hut 8 would hold a majority interest in the post-transaction company in the form of a newly-created, high-voting class of stock.

On March 12, 2025, a meeting of the Gryphon Board was held via teleconference, during which the Gryphon Board and Gryphon’s management discussed the March 11, 2025 communications from Mr. Genoot. The Gryphon Board concluded that a potential transaction could achieve Gryphon’s goals of (i) achieving scale and (ii) returning to compliance with Nasdaq’s continuing listing standards. The Gryphon Board instructed Gryphon’s management to continue discussions with Hut 8. Later on March 12, 2025, Mr. Gutterman called Mr. Genoot to discuss the meeting.

On March 13, 2025, members of Gryphon’s management team held further conversations with members of Hut 8’s management team to discuss a possible transaction with a subsidiary of Hut 8.

On March 24 and March 25, 2025, members of Gryphon’s management and Hut 8’s management held further meetings via videoconference to discuss a potential transaction.

On March 31, 2025, representatives of Gryphon’s and Hut 8’s management met by videoconference to hold discussions about a potential merger transaction between ABTC, a subsidiary of Hut 8, and Gryphon.

On April 1, 2025, a representative of ABTC sent to Gryphon a draft non-binding term sheet outlining the key terms of a potential merger between a wholly owned subsidiary of Gryphon and ABTC. Among other things, the term sheet contemplated that: existing Gryphon stockholders would retain 2% of the outstanding equity interests in the Combined Company, with the remainder held by ABTC stockholders; that the management and board of directors of the Combined Company would be selected by ABTC; that current stockholders of ABTC, including Hut 8, would hold their shares in the combined company in the form of a newly-created, super-voting class of common stock; and that the New Loan Agreement would be repaid in full prior to the closing of any transaction.

On April 2, 2025, members of the Gryphon Board and representatives of Gryphon’s and ABTC’s management teams held a call to discuss the draft term sheet.

On April 4, 2025, Gryphon’s management held a meeting via telephone with representatives of Anchorage. During the call, representatives of Gryphon’s management raised the possibility of the potential transaction with ABTC and Anchorage indicated that it would be supportive of the transaction.

On April 5, 2025, a meeting of the Gryphon Board was held via teleconference, during which the Gryphon Board and Gryphon’s management discussed the term sheet. At the meeting, the Gryphon Board approved, and instructed representatives of Gryphon’s management to execute, the term sheet, subject to certain negotiating parameters related to Gryphon’s ability to raise capital during the interim period between the signing of any definitive agreement and the closing of the potential transaction.

Later on April 5, 2025, Gryphon and ABTC executed the term sheet, which provided for a 90 day exclusive negotiation period binding on Gryphon.

On April 6, 2025, representatives of EGS, legal counsel to Gryphon, sent to representatives of ABTC and Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”), legal counsel to ABTC, a revised draft of the term sheet. Among other things, the revised term sheet was contemplated to be binding with respect to the proposed transaction and provided for a $20 million termination fee payable to Gryphon by ABTC in the event that the parties failed to enter into a definitive agreement for the proposed transaction prior to the end of a 90 day exclusive negotiation period. The term sheet was a more detailed version of the term sheet signed on April 5, and accordingly added specificity around exclusivity terms, break-up fees, capital usage and stockholder lock-up agreements.

Also on April 6, 2025, Gryphon and EGS began a due diligence review of ABTC.

On April 7, 2025, representatives of ABTC, Gryphon and Anchorage held a meeting via videoconference to discuss the revised term sheet. During the discussion, Gryphon and Anchorage agreed to revise the term sheet to remove the new binding provisions and the termination fee.

On April 8, 2025, representatives of Gryphon, EGS, ABTC and Skadden met via teleconference to discuss the revised term sheet. During the course of the day following that discussion, representatives of EGS and Skadden exchanged revised drafts of the revised term sheet.

On April 9, 2025, a meeting was held via videoconference among representatives of Gryphon, EGS, ABTC, Skadden and Donohoe Advisory Associates LLC, a listing compliance consulting firm engaged by Gryphon. During the meeting, the parties discussed planning for a joint presentation to the Nasdaq Hearing Panel, scheduled for April 15, 2025, with a view to Gryphon receiving an extension of time to regain compliance with Nasdaq Listing Rules.

Also during April 9, 2025, representatives of Gryphon, EGS, ABTC and Skadden exchanged revised drafts of the revised term sheet and held a series of further calls to finalize remaining open points in the draft, which included Gryphon’s ability to sell shares of Gryphon Common Stock through its at-the-market sales program to fund ongoing operations and repay accrued accounts payable.

On April 10, 2025, Gryphon and ABTC executed the revised term sheet, which superseded the term sheet previously executed on April 5, 2025. The revised term sheet provided for a 45-day exclusive negotiation period applicable to both Gryphon and ABTC and a limited ability for Gryphon to be able to utilize its at the market sales program.

On April 11, 2025, representatives of Gryphon’s management and ABTC, as well as EGS, Skadden and Donohoe, met telephonically and corresponded via email with respect to the joint presentation to the Nasdaq Hearing Panel. Later in the day, representatives of Donohoe, on behalf of Gryphon, filed a presentation with Nasdaq in relation to the forthcoming hearing.

On April 15, 2025, representatives of Gryphon, ABTC, Donohoe and Skadden delivered the joint presentation to the Nasdaq Hearing Panel, which included discussion of the proposed transaction and a proposed timeline to completion.

On April 16, 2025, representatives of Skadden, ABTC, Gryphon and EGS participated in a legal due diligence call with respect to Gryphon’s business and related corporate, employment, intellectual property, data privacy, real estate, compliance and litigation matters.

On April 18, 2025, representatives of Skadden sent to Gryphon and EGS an initial draft of the Merger Agreement and a legal due diligence request list.

On April 23, 2025, representatives of EGS sent a revised draft of the Merger Agreement to ABTC and Skadden. Among other things, the draft included revisions to the representations and warranties and interim operating covenants provisions, provided for a mutual termination fee, payable upon a termination of the agreement due to a material breach by the other party and eliminated certain Closing conditions in ABTC’s favor with respect to the absence of a delisting of the Gryphon Common Stock from Nasdaq and the continued eligibility of Gryphon to register an offering of securities using Form S-3 under the Securities Act.

On April 24, 2025, Gryphon provided representatives of ABTC and Skadden with access to a virtual data room containing nonpublic information about Gryphon. From April 24, 2025 until the signing of the Merger Agreement, ABTC and Skadden conducted further due diligence with respect to Gryphon.

On April 25, 2025, representatives of Skadden sent a revised draft of the Merger Agreement to Gryphon and EGS. The revised draft removed the concept of a mutual termination fee payable following termination for a material breach

by the other party and reinstated the Closing conditions in ABTC’s favor that had been deleted in the April 23 draft. Later the same day, Mr. Gutterman called representatives of ABTC to discuss the revised draft and the possibility of arranging a call among ABTC, Gryphon and their respective counsel to discuss the Merger Agreement.

Also on April 25, 2025, representatives of EGS sent to Skadden a due diligence request list with respect to ABTC.

On April 28, 2025, representatives of Gryphon, EGS, ABTC and Skadden held a meeting via videoconference to discuss the terms of the draft Merger Agreement circulated by Skadden on April 25. The items negotiated with respect to the Merger Agreement included, among other things: the exchange ratio applicable to the consideration to be received by former ABTC stockholders in connection with the Mergers; the representations and warranties to be made by each of the parties; the restrictions on the conduct of the parties’ businesses until the Closing and the standard of efforts required by each of the parties to complete the Mergers; the conditions to the Closing; and the remedies available to each party under the Merger Agreement, including the triggers of the termination fee payable by Gryphon.

Later on April 28, 2025, a meeting of the Gryphon Board, with representatives of EGS present, was held via teleconference, during which the Gryphon Board and members of Gryphon’s management discussed the status of the ABTC transaction. Results from Gryphon’s initial due diligence on ABTC were also discussed. The Gryphon Board instructed Gryphon’s management to continue to progress towards signing a definitive agreement.

On April 29, 2025, a further meeting of the Gryphon Board, with representatives of EGS present, was held via teleconference, during which the Gryphon Board and management discussed progress on the Merger Agreement.

On April 30, 2025, Gryphon was notified by Nasdaq that it had received an extension for continued listing of the Gryphon Common Stock on Nasdaq through September 2, 2025, subject to the satisfaction of specified milestones set forth in the timeline presented to the Nasdaq Hearing Panel on April 15. One such milestone required ABTC and Gryphon to execute the Merger Agreement on or prior to May 9, 2025.

Also on April 30, 2025, representatives of Skadden, ABTC, Gryphon and EGS participated in a legal due diligence call with respect to certain litigation matters involving Gryphon, including the ongoing dispute between Gryphon and former chief executive officer Robby Chang.

On May 1, 2025, Gryphon and ABTC entered into a mutual confidentiality agreement to facilitate the exchange of confidential information between the parties. The confidentiality agreement did not include any standstill provision. Later the same day, representatives of ABTC provided representatives of Gryphon and EGS with access to a virtual data room containing nonpublic information about ABTC.

On May 3, 2025, representatives of Skadden sent to EGS an initial draft form of voting and support agreement and drafts of certain other ancillary documents. Between May 3 and May 9, 2025, EGS and Skadden exchanged several drafts of these ancillary documents.

On May 5, 2025, representatives of Skadden sent to EGS a draft of the Investors’ Rights Agreement.

Also on May 5, 2025, Gryphon engaged Marshall & Stevens, an independent valuation consultant and fairness opinion provider, to perform an analysis of the fairness to Gryphon of the proposed merger consideration to be paid to ABTC stockholders in the Mergers.

Commencing on May 5, 2025 and until the execution of the Merger Agreement, representatives of Gryphon’s management, ABTC, EGS and Skadden held daily calls to discuss the status of the transaction and key open diligence items and to negotiate the remaining outstanding terms in the Merger Agreement and related ancillary documents. The items negotiated with respect to the Merger Agreement and related documents included, among other things: the conditions to the Closing contained in the draft Merger Agreement; Gryphon’s ability to access its existing ATM program during the period between the signing of the Merger Agreement and the Closing in order to repay the New Anchorage Agreements and to pay other bona fide expenses; the termination and/or assignment to a third party of Gryphon’s and its affiliates’ rights and obligations under the Captus Agreement, which Gryphon had previously entered into on January 8, 2025; the Merger Agreement’s inclusion of a termination fee payable by Gryphon under certain circumstances and Gryphon’s ability to consider competing acquisition proposals after the signing of the Merger Agreement; comments made by Anchorage to the form of voting and support agreement; and the terms of the Warrant Amendment.

On May 7, 2025, representatives of Skadden sent to EGS and Gryphon a revised draft of the Merger Agreement, which contemplated a reverse termination fee of $5 million, payable by Gryphon if the Merger Agreement was terminated in certain circumstances related to a competing third-party acquisition proposal or a change in the Gryphon Board’s recommendation that Gryphon stockholders vote in favor of the Mergers. Later the same day, representatives of Skadden also sent to Gryphon and EGS drafts of the Proposed Charter, Proposed Bylaws and form of ABTC Support Agreement.

Also on May 7, 2025, representatives of EGS and Cassels, Brock & Blackwell LLP (“Cassels”), Canadian legal counsel to Gryphon, sent to ABTC and Skadden draft documentation providing for the assignment of all of Gryphon’s and its subsidiaries’ rights and obligations under the Captus Agreement to a third party. Thereafter and until the execution of the Merger Agreement, Skadden, EGS and Cassels exchanged drafts of the assignment documents and held several calls to discuss their terms. These assignment documents were not executed prior to the signing of the Merger Agreement.

On May 7, 2025, a meeting of the Gryphon Board, with representatives of EGS present, was held via teleconference, during which the Gryphon Board and management discussed progress on the Merger Agreement.

On May 8, 2025, representatives of Gryphon sent to ABTC and Skadden a revised draft of the Merger Agreement. Among other things, the draft reduced the amount of the termination fee that would be payable by Gryphon upon a termination of the Merger Agreement from $5 million to $2 million, under certain circumstances related to a competing third party acquisition proposal or a change in the Gryphon Board’s recommendation to stockholders.

On May 8, 2025 and again on May 9, 2025, representatives of ABTC, Skadden, Anchorage and Baker Botts LLP, legal counsel to Anchorage, met via videoconference to negotiate and finalize certain terms of the draft voting and support agreement contemplated to be signed by Anchorage.

During the course of May 9, 2025, representatives of Skadden and EGS exchanged revised drafts of the Merger Agreement to finalize certain outstanding terms, including, among other things, a covenant of Gryphon requiring the termination of the Captus Agreement (or its assignment to an unaffiliated third party) prior to the Closing, other conditions to the Closing, the parties’ termination rights and the amount of the termination fee.

On May 9, 2025, a meeting of the Gryphon Board, with representatives of EGS present, was held via teleconference, with members of Gryphon’s management team and representatives of Marshall & Stevens and EGS in attendance. During the meeting, Marshall & Stevens presented its fairness opinion to the Gryphon Board, which determined that the Merger Consideration and the Exchange Ratio were fair, from a financial point of view, to Gryphon. Representatives of EGS then reminded the Gryphon Board of its fiduciary duties under Delaware law in connection with the Mergers, which had been discussed with the Gryphon Board throughout the process. Thereafter, having reviewed the substantially final drafts of the Merger Agreement and related ancillary documents and schedules, reviewed the due diligence conducted by Gryphon and its advisors on ABTC and evaluated the fairness opinion presented by Marshall & Stevens and based on the factors set forth in the section titled in “The Mergers — Gryphon’s for the Approval of the Mergers”, the Gryphon Board unanimously: determined that the Merger Agreement, the Mergers and the other transactions contemplated thereby are advisable, fair to and in the best interests of Gryphon and its stockholders; approved, adopted and declared advisable the Merger Agreement and the Mergers; and determined to solicit, upon the terms and subject to the conditions set forth in the Merger Agreement, the approval of the Gryphon stockholders of the Proposals.

Later on May 9, 2025, the parties and their respective advisors resolved the remaining open issues in the transaction documents, within parameters previously set by the Gryphon Board. Thereafter, late in the evening of May 9, 2025, the parties executed the Merger Agreement, the Investors’ Rights Agreement, the Gryphon Support Agreements and the ABTC Support Agreement.

On May 12, 2025, prior to the opening of Nasdaq for trading, Gryphon, ABTC and Hut 8 issued press releases and each of Gryphon and Hut 8 filed a Current Report on Form 8-K, announcing the entry into the Merger Agreement.

Opinion of Marshall & Stevens

On May 5, 2025, Gryphon engaged Marshall & Stevens to evaluate the fairness, from a financial point of view, of the purchase price to be paid by Gryphon for ABTC in the transaction whereby the ultimate economic result is the acquisition of ABTC by Gryphon for consideration of the issuance by Gryphon to the stockholders of ABTC of the Merger Consideration which will, upon issuance, represent by number approximately 98.0% of the then issued and

outstanding shares of Combined Company Common Stock, on a fully diluted basis. On May 9, 2025, the Gryphon Board met to review the Merger Agreement and consider the transactions contemplated thereby. During this meeting, Marshall & Stevens reviewed with the Gryphon Board certain financial analyses as described herein and rendered its oral opinion to the Gryphon Board, which opinion was confirmed by delivery of the M&S Opinion, to the effect that, as of May 7, 2025 and based on and subject to the matters described in its opinion, the purchase price being paid by Gryphon for ABTC in the transaction was fair, from a financial point of view, to Gryphon.

The full text of the M&S Opinion, which sets forth, among other things, the assumptions made, matters considered and limitations on the scope of review undertaken by Marshall & Stevens in rendering its opinion, is attached as Annex J and is incorporated into this proxy statement/prospectus by reference in its entirety. Holders of Gryphon Common Stock are encouraged to read this opinion carefully in its entirety. Marshall & Stevens’ opinion was provided to the Gryphon Board for their information in connection with their evaluation of the Merger Consideration and relates only to the fairness, from a financial point of view, of such consideration, does not address any other aspect of the Mergers and does not constitute a recommendation to any stockholder as to how such stockholder should vote or act with respect to any matters relating to the Mergers. The summary of the M&S Opinion in this proxy statement/prospectus is qualified in its entirety by reference to the full text of the M&S Opinion.

In arriving at its opinion, Marshall & Stevens reviewed and/or considered several pieces of information, including but not limited to the following:

•        interviews with Gryphon’s management, during which topics addressed included, but were not limited to, a transaction overview, business operations, production, economic conditions and industry trends, market competitors, and various other topics related to Bitcoin mining and business operations;

•        Gryphon management’s representations that if the Mergers are not consummated, it is likely that the Gryphon Common Stock will be delisted, and Gryphon may become insolvent in the near future;

•        ABTC and Hut 8 presentations, “Building America’s Bitcoin Infrastructure Backbone” — April 2025, and “The New Standard in Bitcoin Mining” — March 2025;

•        the corporate organizational documents of ABTC;

•        the MCSA and MMSA (each as defined in this proxy statement/prospectus);

•        the non-binding term sheet for the Mergers executed on April 10, 2025;

•        the draft of the Merger Agreement dated May 7, 2025;

•        Gryphon’s most recent fixed asset listing;

•        certain other publicly available financial data for certain companies that Marshall & Stevens deemed relevant for purposes of its analysis and publicly available transaction prices and premiums paid in other transactions that it deemed relevant for purposes of its analysis; and

•        conducted such other financial studies, analyses and inquiries as it deemed appropriate.

In connection with its review, Marshall & Stevens relied upon and assumed, without independent verification, the accuracy and completeness of all data, material and other information furnished or otherwise made available to it, discussed with or reviewed by it or publicly available and did not assume any responsibility with respect to such data, material and other information.

For purposes of its opinion, and with the Gryphon Board’s approval, Marshall & Stevens did not perform a separate standalone enterprise valuation of Gryphon. Rather, again with the Gryphon Board’s approval, Marshall & Stevens has looked solely to the trading prices of shares of Gryphon Common Stock in certain recent periods and to the value of Gryphon’s tangible assets. Marshall & Stevens was not asked to determine and, accordingly, performed no analysis to determine, if such trading prices represent the fair market value of such shares.

The Gryphon Board has agreed that, in rendering its opinion as to the fairness from a financial point of view to Gryphon of the Merger Consideration to be paid for ABTC, Marshall & Stevens has not taken into consideration the fact that, although Gryphon will be the surviving entity, the Mergers will effect a change of control of Gryphon, and

that the shares of Class B Common Stock being issued to certain stockholders of ABTC due to their greater voting rights, may have a fair market value higher than the publicly traded Class A Common Stock which will be held by the current stockholders of Gryphon after the Closing.

Marshall & Stevens has not been provided with any financial projections or forecasts for ABTC. Accordingly, with the Gryphon Board’s approval, Marshall & Stevens has not used any discounted cash flow valuation methodology. However, Marshall & Stevens has, again with the Gryphon Board’s approval and based upon Gryphon management’s representation to Marshall & Stevens of an anticipated sale of ABTC Class A Common Stock in a private placement that is expected to be completed prior to the Closing, used that planned transaction as an indication of the value of ABTC, even though it has not closed.

Marshall & Stevens relied upon and assumed, without independent verification, that there has been no material change in ABTC’s position since the date of the most recent ABTC and Hut 8 presentations, “Building America’s Bitcoin Infrastructure Backbone” — April 2025, and “The New Standard in Bitcoin Mining” — March 2025, provided to Marshall & Stevens, and that there is no information or facts that would make the information reviewed by Marshall & Stevens incomplete or misleading. Marshall & Stevens also assumed that ABTC is not party to any material pending transaction, including, without limitation, any external financing (other than in connection with the Mergers and ABTC’s anticipated private placement), recapitalization, acquisition or merger, divestiture or spin-off (other than the Mergers or other publicly disclosed transactions). Marshall & Stevens also assumed that (a) the representations and warranties of all parties to the agreements identified in the Merger Agreement and all other related documents and instruments that are referred to therein are true and correct, (b) each party to each such agreement, document or instrument will perform all of the covenants and agreements required to be performed by such party, (c) all conditions to the completion of the Mergers will be satisfied without waiver thereof and (d) the Mergers will be completed in a timely manner in accordance with the terms described in the agreements provided to Marshall & Stevens, without any amendments or modifications thereto or any adjustment to the aggregate consideration (through offset, reduction, indemnity claims, post-closing purchase price adjustments or otherwise). Marshall & Stevens also relied upon and assumed, without independent verification, that all governmental, regulatory and other consents and approvals necessary for the completion of the Mergers will be obtained and that no delay, limitations, restrictions or conditions will be imposed.

Marshall & Stevens was not requested to make and did not make, any physical inspection or independent appraisal or evaluation of any of the assets, properties or liabilities (contingent or otherwise) of ABTC, Gryphon or any other party. Furthermore, Marshall & Stevens did not undertake independent analysis of any potential or actual litigation, governmental investigation, regulatory action, possible unasserted claims or other contingent liabilities to which ABTC or Gryphon is a party or may be subject.

Marshall & Stevens’ opinion addressed only the fairness, from a financial point of view, to Gryphon of the Merger Consideration being paid by Gryphon for ABTC. Marshall & Stevens has not been engaged to render any opinion with respect to the fairness of the Merger Consideration to any other person or entity or as to any other aspect of the Mergers and Marshall & Stevens specifically render no such opinion. Marshall & Stevens has not been engaged to serve as the financial advisor to the Gryphon Board or Gryphon; Marshall & Stevens was not involved in the negotiation or structuring of the term sheet for the Mergers or the Merger Agreement. Marshall & Stevens has not been involved in the raising of any funding for or with respect to or associated with Gryphon, ABTC or any other party to the Merger Agreement and/or the Mergers or provided any advice with respect to any such funding; Marshall & Stevens has not been engaged to do and has not done, any legal or contract review or (except as is customary in engagements of this type) any other due diligence review of the Mergers or ABTC. Marshall & Stevens has not been asked to consider any non-financial elements of the Mergers or any other alternatives that might be available to the Gryphon Board, Gryphon and/or the stockholders of Gryphon. In rendering its opinion, Marshall & Stevens’ services have been in its capacity as an independent valuation consultant and not as a fiduciary to the Gryphon Board, Gryphon, the stockholders of Gryphon, the stockholders of ABTC or any other person or entity or as a broker/dealer, underwriter or investment advisor.

In preparing its opinion to the Gryphon Board, Marshall & Stevens performed a variety of financial and comparative analyses, including those described below that were the material financial analyses reviewed with the Gryphon Board in connection with Marshall & Stevens’ opinion. The summary of Marshall & Stevens’ analyses described below is not a complete description of such analyses underlying Marshall & Stevens’ opinion. The preparation of a fairness opinion

is a complex process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a fairness opinion is not readily susceptible to partial analysis or summary description. Marshall & Stevens arrived at its ultimate opinion based on the results of all analyses undertaken by it and assessed as a whole and did not draw, in isolation, conclusions from or with regard to any one factor or method of analysis. Accordingly, Marshall & Stevens believes that its analyses must be considered as a whole and that selecting portions of its analyses and factors or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying its analyses and opinion.

In its analyses, Marshall & Stevens considered industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond ABTC’s control. No company, transaction or business used in Marshall & Stevens’ analyses as a comparison is identical to ABTC or the proposed Mergers and an evaluation of the results of those analyses is not entirely mathematical. Rather, the analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies, business segments or transactions analyzed. The estimates contained in Marshall & Stevens’ analyses and the ranges of valuations resulting from any particular analysis are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by the analyses. In addition, analyses relating to the value of businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold. Accordingly, the estimates used in and the results derived from, Marshall & Stevens’ analyses are inherently subject to substantial uncertainty.

Marshall & Stevens was not requested to and it did not, recommend the specific consideration payable in the Mergers, which consideration was determined between Gryphon and ABTC and the decision to enter into the Merger Agreement and the Mergers was solely that of the Gryphon Board. Marshall & Stevens’ opinion and financial analyses were only one of many factors considered by the Gryphon Board in its evaluation of the Mergers and should not be viewed as determinative of the views of the Gryphon Board or Gryphon’s management with respect to the Mergers or the Merger Consideration.

The following is a summary of the material financial analyses reviewed with the Gryphon Board in connection with Marshall & Stevens’ opinion. The financial analyses summarized below include information presented in tabular format. In order to fully understand Marshall & Stevens’ financial analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Marshall & Stevens’ financial analyses.

Fees Paid to Marshall & Stevens

Marshall & Stevens was engaged on a fixed fee basis in the amount of $200,000 and their compensation is not contingent upon the completion of the Mergers. Marshall & Stevens provided no additional services associated with the Mergers.

Financial Projections

Marshall & Stevens has not been provided with any financial projections or forecasts for ABTC. Accordingly, with the Gryphon Board’s approval, Marshall & Stevens has not used any discounted cash flow valuation methodology.

Publicly Traded Market Capitalization Analyses for Gryphon

Marshall & Stevens utilized two methods to approximate the value of Gryphon’s equity on a stand-alone basis:

•        30-day Volume Weighted Average Pricing (“VWAP”) market capitalization of $13.9 million as of April 10, 2025. April 10, 2025 was referenced because this was the date on which the non-binding term sheet for the Mergers was signed. Marshall & Stevens utilized the 30-day VWAP given Gryphon’s “penny-stock” status, threat of Nasdaq delisting, relatively higher bid/ask spreads and low analyst coverage (i.e. one analyst).

•        As a sensitivity measure, Marshall & Stevens also utilized the 30-day VWAP of Gryphon as of May 7, 2025, which would increase the market capitalization of Gryphon to $16.7 million. This would increase the ownership proportion to 0.7% to 1.7% for Gryphon shareholders (based on a mid-point of the sensitivity valuation range of Gryphon (between $0 to $16.7 million) compared to the two indications of value of ABTC ($480 million and $1.15 billion) (see “Summary — Gryphon Implied Ownership Percentage Range vs. Transaction Terms” further below).

Adjusted Net Book Value Analysis for Gryphon

Given the current operating losses of Gryphon and the substantial doubt raised by Gryphon’s auditor about Gryphon’s ability to continue as a going concern, an adjusted book value approach was used as another indicator of value. In preparing this analysis, Marshall & Stevens considered the following statements provided by Gryphon’s management:

•        According to Gryphon’s management, Gryphon, relative to other larger Bitcoin mining companies, is disadvantaged given its smaller size, less efficient fleet equipment and energy usage, which has the effect of making Bitcoin more expensive for Gryphon to mine relative to other Bitcoin mining companies;

•        as of the date of the M&S Opinion, ABTC operates more efficiently than Gryphon, which makes its cost to mine one Bitcoin less than half of Gryphon’s cost to mine one Bitcoin based on discussions with Gryphon’s management and publicly available information on Gryphon, ABTC and Hut 8;

•        as of the date of the M&S Opinion, according to Gryphon’s management, Gryphon’s hash rate is approximately 0.998 (EH/s) which is estimated at 0.1% of the global network hash rate. Based on discussions with Gryphon’s management, in light of Gryphon’s financial condition, and the absence of any reported strategic plan to invest in hash rate, Gryphon’s management expects their share of global network hash rate to go down to approximately 0.04% of global network hash rate by end of the second quarter of 2025.

•        In contrast, ABTC has a path to more than double its current reported hash rate of approximately 10 (EH/s) to 25 (EH/s) based on ABTC investor presentation, “Building America’s Bitcoin Infrastructure Backbone” as of April 2025 and Hut 8 investor presentation, “Hut 8 Operations Update for January 2025” as of February 4, 2025.

•        Relative to other Bitcoin miners (such as MARA Holdings, CleanSpark, and Riot Platforms), Gryphon’s revenue growth has underperformed over the last two years, increasing by less than 1% in 2023 and declining by 6.3% in 2024. In contrast, other Bitcoin mining companies have grown either hash rate and/or revenue, based on publicly available information on Capital IQ, a financial database.

•        For the one analyst (HC Wainwright & Co.) that is covering Gryphon’s stock, they estimated revenue decline of 35% and gross margin negativity in FY 2025 based on their report as of April 1, 2025.

•        Subsequent to Bitcoin block awards halving in April 2024, based on draft Q1’25 financial statements provided by Gryphon’s management, Gryphon’s Bitcoin mined declined year over year from 142 in Q1’24 to 17 in Q1’25. This contributed to Gryphon’s revenue for the same periods decreasing by 79.2%. Over the same period, costs to mine increased by 252.2% (from $34,070 to $120,117), making the quarter gross margin negative (-31.8%).

•        Based on discussions with Gryphon’s management, at the current run-rate, there does not appear to be enough liquidity on balance sheet to sustain operations to fiscal 2025 year end, unless Gryphon is able to secure other sources of capital.

•        Based on discussions with Gryphon’s management, Gryphon’s High-Performance Computing (“HPC”) opportunity is still in early stages and has not meaningfully progressed.

•        Gryphon is under threat of soon being delisted by Nasdaq unless they are able to meet the necessary listing conditions, which they have not been successful at to date.

In light of the above considerations, Marshall & Stevens utilized the adjusted net book value method where a “floor value” scenario for Gryphon’s operating equipment was quantified.

The net book value was adjusted by valuing the operating equipment at fair market value (as determined by Marshall & Stevens), on an uninstalled basis, primarily using the sales comparable approach and with a limited application of the cost approach. The results of the adjusted book value showed that Gryphon would be insolvent after subtracting net debt and other liabilities.

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(1)      Based on Gryphon’s unaudited condensed consolidated balance sheets as of March 31, 2025.

(2)      Based on fair market value assessment by Marshall & Stevens.

Value Conclusion for Gryphon

The indications of value for Gryphon based upon the above methodologies range from $0 to $13.9 million.

Guideline Public Company Analysis for ABTC

Marshall & Stevens reviewed and analyzed selected historical information about ABTC provided by ABTC’s management and Hut 8’s management and compared this information to certain financial information of six (6) publicly traded companies that Marshall & Stevens deemed to be reasonably comparable to ABTC (each a “Guideline Company” and, collectively, the “Guideline Companies”). Marshall & Stevens performed an independent search for Guideline Companies that are pure-play Bitcoin miners.

Business descriptions and financial information are provided below for the selected Guideline Companies. The descriptions of these companies and the financial information for such companies set out below are derived from publicly available information and are summary in nature. Shareholders are referred to and these summaries are qualified in full by reference to, the public reports filed by these companies with the SEC. Marshall & Stevens conducted no due diligence as to the truthfulness, accuracy or completeness of this information and makes no representation or warranty as to any such matter.

•        Bitfarms, Ltd. (TSX:BITF)

Bitfarms Ltd. operates integrated Bitcoin data centers in Canada, the United States, Paraguay and Argentina. It primarily owns and operates data centers housing computers to validate transactions on the Bitcoin blockchain, as well as sells computational power used for hashing calculations for cryptocurrency mining in multiple jurisdictions. The company also provides electrician services to commercial and residential customers in Quebec, Canada. It also undertakes hosting of third-party mining hardware. The company was formerly known as Bitfarms Technologies Ltd and changed its name to Bitfarms Ltd. in October 2018. The company was founded in 2017 and is based in Toronto, Canada.

•        Cipher Mining, Inc. (NasdaqGS:CIFR)

Cipher Mining, Inc. is an industrial-scale data center construction and operations company. It allocates data center opportunities between Bitcoin mining and other high performance computing services, such as AI. It continues to develop a pipeline of power capacity at high quality data center sites, either for Bitcoin mining or HPC. The company’s management team leverages expertise from the technology, fintech, energy and finance domains, as well as experience related to cryptocurrencies and blockchain. Cipher Mining Inc., together with its subsidiaries, develops and operates industrial-scale data centers in the United States. The company was founded in 2021 and is headquartered in New York, New York.

•        CleanSpark, Inc. (NasdaqCM:CLSK)

CleanSpark, Inc. operates as a Bitcoin mining company in the Americas. It owns and operates data centers. Its infrastructure supports Bitcoin, a digital commodity and a tool for financial independence and inclusion. The company was formerly known as Stratean Inc. and changed its name to CleanSpark, Inc. in November 2016. CleanSpark, Inc. was incorporated in 1987 and is headquartered in Henderson, Nevada.

•        Hut 8 (NasdaqGS & Toronto Stock Exchange:HUT)

Hut 8 operates as a vertically integrated operator of energy infrastructure and Bitcoin miners in North America. The company operates through four segments: Power, Digital Infrastructure, Compute and Other. It also offers managed services for energy infrastructure development, such as site design, procurement and construction management; software automation, process design, personnel hiring and team training; utilities contracts, hosting operations and customer management, energy portfolio optimization and strategic initiatives; and finance, accounting and safety services, as well as engages in the Bitcoin mining business. In addition, the company provides colocation and data center cloud services; hosting services, which include the provision of mining equipment, as well as monitors, troubleshoots, repairs and maintains related equipment; and equipment sales and repair services. Hut 8 was founded in 2017 and is based in Miami, Florida. ABH, which is a wholly owned subsidiary of Hut 8, is the controlling stockholder of ABTC.

•        MARA Holdings, Inc. (NasdaqCM:MARA)

MARA Holdings, Inc. operates as a digital asset technology company in the United States. It also provides technology solutions to optimize data center operations, such as liquid immersion cooling and firmware for Bitcoin miners. The company was formerly known as Marathon Digital Holdings, Inc. and changed its name to MARA Holdings, Inc. in August 2024. MARA Holdings, Inc. was incorporated in 2010 and is headquartered in Fort Lauderdale, Florida.

•        Riot Platforms, Inc. (NasdaqCM:RIOT)

Riot Platforms, Inc., together with its subsidiaries, operates as a Bitcoin mining company in the United States. The company operates in two segments, Bitcoin Mining and Engineering. It offers comprehensive and critical infrastructure for institutional-scale Bitcoin mining facilities in Rockdale and Navarro counties, Texas and two

Bitcoin mining sites in Paducah, Kentucky. The company also designs and manufactures power distribution equipment and custom engineered electrical products; and electricity distribution product design, manufacturing and installation services for large-scale commercial and governmental customers, as well as data center, power generation, utility, water, industrial and alternative energy markets. The company was founded in 2000 and is based in Castle Rock, Colorado.

As shown in the table below, based on median EV/(EH/s) multiple of pure-play Bitcoin miners (i.e. Bitfarms, Cipher, CleanSpark, Marathon, Riot), Marshall & Stevens applied an adjusted EV/(EH/s) multiple (where enterprise value was adjusted for Bitcoin holdings and Bitcoin price as of the analysis date) of 38.0x to ABTC’s current hash rate of 10.18 EH/s, which indicated a value of $484m after adjusting for a control premium of 25% (based on control premium data from Factset).

Gross margin and overall revenue growth outlook appeared comparable (within range) when comparing ABTC historical performance (using the Compute business segment of Hut 8 as a proxy) and analyst projection estimates of the self-mining business of Hut 8 (as proxy for ABTC).

Additionally, Marshall & Stevens utilized the adjusted enterprise value of Hut 8 to imply a value for ABTC given Hut 8’s majority ownership of ABTC. This yielded a value indication of $472 million after adjusting for a control premium of 25% (based on control premium data from Factset).

Marshall & Stevens assigned a two-thirds proportionate value to Hut 8’s adjusted EV as a proxy for ABTC’s value given that self-mining makes up the largest portion of Hut 8’s revenue and, according to analyst commentary, is expected to be a major driver of future growth (along with HPC, which Marshall & Stevens expects to also support margin increases in this business line.

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(1)      Source: Capital IQ. Adjusted EV was adjusted for latest reported bitcoin holdings balances and current Bitcoin price.

(2)      Metrics based on Hut 8 Compute business segment.

(3)      Revenue based on 90% of Hut 8 Compute business segment revenue. Hash rate provided by ABTC management.

(4)      Implied EV/Rev multiple is based on a 2/3 value attribution of Hut 8 to ABTC based on the relative size and analyst growth estimates of Hut 8’s digital mining revenue. Selected EV/(EH/s) multiple is based on the median of the GPC EV/(EH/s) multiple and considers the ABTC’s comparative historical and projected performance.

(5)      Source: FactSet Control Premium Review 2024.

After averaging the two value indications, Marshall & Stevens arrived at an enterprise value indication for ABTC of $480 million.

Guideline Transaction Analysis for ABTC

The market transaction method is a variation of the market approach where transactions involving the actual sale or purchase of ABTC’s enterprise value or the enterprise value of similar companies are analyzed to provide an indication of fair market value. According to Gryphon’s management, prior to the Closing ABTC intends to undertake an external financing involving the private placement to new third party investors of shares of ABTC Class A Common Stock, and for purposes of its opinion, Marshall & Stevens assumed a raise of $150 million, at a per share purchase price of $20.00, implying a post-money equity valuation of ABTC of $1.15 billion.

Given the significance of this transaction and its relative size, Marshall & Stevens utilized the assumed implied post-money value of $1.15 billion as another indicator of value. Marshall & Stevens understands that the private placement discussed above is expected to be on arms-length terms and include new investors in ABTC. Marshall & Stevens further understands that the proceeds of this private placement are intended to be used to support ABTC’s plans of growing its strategic Bitcoin reserve.

Reconciled Conclusion of Value for ABTC

The indications of value for ABTC based upon the above methodologies range from $480.0 million to $1.15 billion.

Summary — Gryphon Implied Ownership Percentage Range vs. Transaction Terms

The stand-alone valuations of Gryphon and ABTC show that a reasonable ownership split of the combined companies is between 0.6% to 1.4% for Gryphon shareholders. These percentages are based on the mid-point of the valuation range of Gryphon (between $0 to $13.9 million) compared to the two indications of value of ABTC ($480 million and $1.15 billion).

Gryphon’s Reasons for the Approval of the Mergers

At a meeting held on May 9, 2025, the Gryphon Board: (i) determined that the Merger Agreement, the Mergers and the other transactions contemplated thereby are advisable, fair to and in the best interests of Gryphon and its stockholders, (ii) approved, adopted and declared advisable the Merger Agreement and the Mergers and (iii) determined to solicit, upon the terms and subject to the conditions set forth in the Merger Agreement, the approval of the Gryphon stockholders of the Proposals.

During the course of its evaluation of the Merger Agreement and the transactions contemplated thereby, the Gryphon Board held numerous meetings, consulted with Gryphon’s senior management and legal counsel and reviewed and assessed a significant amount of information. In reaching its decision to approve the Merger Agreement and the transactions contemplated by the Merger Agreement, the Gryphon Board considered a number of factors that it viewed as supporting its decision to approve the Merger Agreement, including:

•        the financial condition and prospects of Gryphon and its current business and the risks associated with continued operations, including Gryphon’s history of substantial losses, the need for a likely highly dilutive equity capital raise in the near term to fund ongoing operations, risks related to servicing the Anchorage Loan and the potential for a default under the terms of the Anchorage Loan, the current stock price of Gryphon Common Stock and the overall prospects of Gryphon’s current operations, the timeline for profitable operations and the costs of operating as a public company;

•        the risks and delays associated with and uncertain value and costs to Gryphon stockholders of, liquidating Gryphon, including the uncertainties of continuing cash burn while debt and contingent liabilities are resolved, the likelihood that there would not be sufficient cash upon liquidation to satisfy Gryphon’s debt obligations, resulting in no cash available for distribution to stockholders, uncertainty of timing of release of any remaining cash until contingent liabilities are resolved and the risks and costs associated with being a shell company prior to any such cash distribution;

•        the risks and challenges of attempting to continue to operate Gryphon on a stand-alone basis, including the substantial time required and uncertainty to successfully address the ongoing losses of continued operations and the need to service the Anchorage Loan and challenges in retaining staff with limited cash and projected financial losses;

•        that the Gryphon Board undertook a comprehensive and thorough process of reviewing and analyzing potential strategic alternatives to identify the opportunity that would, in the Gryphon Board’s view, create the most value for Gryphon stockholders;

•        the Gryphon Board’s belief, after a thorough review of strategic alternatives and discussions with Gryphon’s senior management and legal counsel, that the Mergers are more favorable to Gryphon stockholders than the potential value that might have resulted from other strategic alternatives available to Gryphon, including to operate Gryphon on a stand-alone basis;

•        the Gryphon Board’s belief that, as a result of arm’s length negotiations with ABTC, Gryphon and its representatives negotiated the best Exchange Ratio to which ABTC was willing to agree and that the other terms of the Merger Agreement include the most favorable terms to Gryphon in the aggregate to which ABTC was willing to agree;

•        the Gryphon Board’s view, following a review with Gryphon’s management of ABTC’s current business plan, of the likelihood that the Combined Company would possess sufficient cash resources at the Closing to fund the business of the Combined Company through upcoming value inflection points;

•        the lack of prospects of and risks associated with finding other strategic partners;

•        the ability of Gryphon stockholders to participate in the growth and value creation of the Combined Company following the Closing by virtue of their continued ownership of Class A Common Stock;

•        the current financial market conditions and historical market prices, volatility and trading information for Gryphon Common Stock;

•        the experience of the expected senior management team and board of directors of the Combined Company, which is expected to consist of experienced representatives from ABTC’s management team and board of directors;

•        the Gryphon Board’s consideration of the financial analyses of Marshall & Stevens, including its opinion to the Gryphon Board as to the fairness of the Mergers, from a financial point of view and as of the date of the opinion, as more fully described under the caption “— Opinion of Marshall & Stevens”; and

•        the variety of risks and other countervailing factors related to entering into the Merger Agreement, including the potential effect of termination fees, the substantial expense incurred in connection with the Mergers and the risks and uncertainties associated with ABTC’s business and various other risks.

The Gryphon Board also reviewed the terms of the Merger Agreement and related transaction documents, including those described below and concluded that the terms of the Merger Agreement and related transaction documents, in the aggregate, were reasonable under the circumstances:

•        the calculation of the Exchange Ratio and the estimated number of shares of Class A Common Stock and Class B Common Stock to be issued in the Mergers;

•        the number and nature of the conditions to ABTC’s and Gryphon’s respective obligations to complete the Mergers and the likelihood that the Mergers will be completed on a timely basis;

•        the rights of and limitations on, Gryphon under the Merger Agreement to consider and engage in discussions regarding unsolicited acquisition proposals under certain circumstances and the limitations on the Gryphon Board to change its recommendation in favor of the Merger;

•        the right of Gryphon to terminate the Merger Agreement to accept an unsolicited acquisition proposal in certain circumstances, subject to payment of a termination fee;

•        the Gryphon Support Agreements and the ABTC Support Agreement, pursuant to which certain securityholders of Gryphon and a stockholder of ABTC, respectively, have agreed, solely in their capacities as stockholders, to vote all of their shares of Gryphon Common Stock or ABTC Common Stock, as applicable, in favor of the proposals submitted to them in connection with the Mergers and against any alternative acquisition proposals;

•        the conclusion of the Gryphon Board that the potential termination fee of $5,000,000, in addition to the out-of-pocket fees and expenses incurred by or on behalf of ABTC in connection with the transactions contemplated by the Merger Agreement, that may be payable by Gryphon to ABTC and the circumstances when such fees may be payable, are reasonable.

In the course of its deliberations, the Gryphon Board also considered a variety of risks and other countervailing factors related to entering into the Merger Agreement, including:

•        the potential effect of the $5,000,000 termination fee and other fees and expenses potentially payable by Gryphon to ABTC upon the occurrence of certain events, including in deterring other potential acquirors from proposing an alternative acquisition proposal that may be more advantageous to Gryphon stockholders;

•        the prohibition on Gryphon to solicit alternative acquisition proposals during the pendency of the Mergers;

•        the substantial expenses to be incurred by Gryphon in connection with the Mergers;

•        the possible volatility of the trading price of the Gryphon Common Stock resulting from the announcement, pendency or the Closing;

•        the risk that the Mergers might not be consummated in a timely manner or at all;

•        the fact that the representations and warranties in the Merger Agreement do not survive the Closing and the potential risk of liabilities that may arise following the Closing;

•        the lack of availability of appraisal rights under the DGCL to holders of Gryphon Common Stock which would not allow holders to seek appraisal of the fair value of their shares of Gryphon Common Stock; and

•        the various other risks associated with the Combined Company and the transaction, including those described in the sections entitled “Risk Factors” and “Cautionary Statement Concerning Forward-Looking Statements” in this proxy statement/prospectus.

The foregoing information and factors considered by the Gryphon Board are not intended to be exhaustive but are believed to include all of the material factors considered by the Gryphon Board. In view of the wide variety of factors considered in connection with its evaluation of the Mergers and the complexity of these matters, the Gryphon Board did not find it useful and did not attempt, to quantify, rank or otherwise assign relative weights to these factors. In considering the factors described above, individual members of the Gryphon Board may have given different weight to different factors. The Gryphon Board conducted an overall analysis of the factors described above, including the fairness opinion of Marshall & Stevens and including thorough discussions with and questioning of, the Gryphon management team and the legal advisors of Gryphon and considered the factors overall to be favorable to and to support, its determination.

Other than arising out of the proposed Mergers and related transactions, Gryphon and its respective affiliates have no interest in, or affiliation with, ABTC. The existence of the differing, additional and/or conflicting interests described above may have influenced the decision of Gryphon’s directors and officers to enter into the Merger Agreement and Gryphon’s directors in making their recommendation that you vote in favor of the approval of the Mergers. Upon the Closing, it is not anticipated that any persons associated with Gryphon will be employed by or provide services to the Combined Company and there have been no conversations regarding the same.

ABTC’s Reasons for the Approval of the Mergers

In the course of reaching its decision to approve the Mergers, the ABTC Board consulted with ABTC’s and Hut 8’s senior management and legal counsel and considered a wide variety of factors. Ultimately, the ABTC Board concluded that the Mergers represented the best option to generate capital resources to support the growth and advancement of ABTC’s business.

Factors the ABTC Board considered included the following (which factors are not necessarily presented in any order of relative importance):

•        the Mergers will potentially expand the access to capital and the range of investors available as a public company to support the growth of ABTC’s business, compared to the capital and investors to which ABTC could otherwise gain access if it continued to operate as a privately-held company;

•        the ABTC Board’s belief that no alternatives to the Mergers were reasonably likely to create greater value for ABTC stockholders, after considering the various financing and other strategic options to enhance stockholder value;

•        the information concerning ABTC’s business, including its financial performance and condition, operations, management and strategic objectives and prospects;

•        the prospects of ABTC as a stand-alone entity and the possible strategic growth opportunities that may be available to ABTC in the absence of the Mergers;

•        the cash resources of the Combined Company expected to be available at the Closing;

•        the potential to provide ABTC stockholders with greater liquidity by owning stock in a public company;

•        the potential benefits from increased public market awareness of ABTC;

•        the competitive nature of the industry in which ABTC operates;

•        the current economic, industry and market conditions affecting ABTC;

•        the ABTC Board’s fiduciary duties to ABTC stockholders;

•        the expectation that ABTC’s current personnel will serve in similar roles at the Combined Company;

•        the ABTC Board’s expectation that the Mergers would be a higher probability and more cost-effective means to access capital than other options considered, including an initial public offering;

•        the expected operations, management structure and operating plans of the Combined Company (including the ability to support the Combined Company’s plans to accumulate Bitcoin);

•        the business, history, operations, financial resources, assets, technology and credibility of Gryphon;

•        the availability of appraisal rights under the DGCL to holders of ABTC capital stock who comply with the required procedures under the DGCL, which allow such holders to seek appraisal of the fair value of their shares of ABTC capital stock as determined by the Delaware Court of Chancery;

•        the ability to obtain a Nasdaq listing and comply with Nasdaq listing requirements; and

•        the terms and conditions of the Merger Agreement, including the following:

•        the determination that the expected relative percentage ownership of Gryphon stockholders and ABTC stockholders in the Combined Company was appropriate, based on the ABTC Board’s judgment and assessment of the outlook for Gryphon in the absence of the Mergers, including Gryphon’s standalone balance sheet condition and outstanding liabilities and ABTC’s strategy for the Combined Company;

•        the determination that the Exchange Ratio used to establish the number of shares of Combined Company Common Stock to be issued to ABTC stockholders in the Mergers is reasonable;

•        the intention that the Mergers, taken together, qualify as a “reorganization” within the meaning of Section 368(a)(1)(A) of the Code, with the intended result that upon the exchange of ABTC Common Stock by a U.S. Holder solely for Combined Company Common Stock pursuant to the Mergers, such U.S. Holder will not recognize any gain or loss;

•        the absence of any restriction on ABTC’s right to consider alternative acquisition proposals prior to the Closing;

•        the absence of any termination fee payable by ABTC upon a termination of the Merger Agreement;

•        the conclusion of the ABTC Board that the potential termination fee payable by Gryphon to ABTC and the circumstances under which such fee may be payable, were reasonable;

•        the belief that the other terms of the Merger Agreement, including the parties’ representations, warranties and covenants and the conditions to their respective obligations, were reasonable in light of the entire transaction;

•        the limited number and nature of the conditions of the obligation of Gryphon to consummate the Mergers;

•        the scope and nature of the conditions to ABTC’s obligation to complete the Mergers, including with respect to the continued listing on Nasdaq of the Gryphon Common Stock, the continued eligibility of Gryphon to register securities on Form S-3 under the Securities Act and the termination of the Captus Agreement, in each case prior to the Closing;

•        that the Class A Common Stock to be issued to ABTC stockholders will be registered under the Securities Act on Form S-4 and is expected to be freely tradable by ABTC stockholders that are not affiliates of ABTC;

•        the ABTC Support Agreement, pursuant to which ABH, which is the controlling stockholder of ABTC and a wholly owned subsidiary of Hut 8, has agreed to vote its shares of ABTC capital stock in favor of the adoption of the Merger Agreement and approval of the Mergers;

•        the ability to obtain a Nasdaq listing and the change of the Combined Company’s name to “American Bitcoin Corp.” prior to or as of the Closing; and

•        the likelihood that the Mergers will be consummated on a timely basis.

The ABTC Board also considered a number of uncertainties and risks in its consideration of the Mergers and the other transactions contemplated by the Merger Agreement, including the following:

•        the possibility that the Mergers might not be completed and the potential adverse effect of the public announcement of the Mergers on the reputation of ABTC and the ability of ABTC to obtain financing in the future in the event the Mergers are not completed;

•        the possibility that Gryphon could, under certain circumstances, consider unsolicited acquisition proposals if superior to the Mergers and change its recommendation that Gryphon stockholders vote in favor of the Proposals;

•        the risk that the Mergers might not be consummated in a timely manner or at all, for a variety of reasons, such as the failure of Gryphon to obtain the Gryphon Stockholder Approval;

•        the costs involved in connection with completing the Mergers, the time and effort of ABTC personnel required to complete the Mergers, the related disruptions or potential disruptions to ABTC’s business operations and future prospects and related administrative challenges associated with combining the companies;

•        the price volatility of Gryphon Common Stock, which may reduce the value of Combined Company Common Stock that ABTC stockholders will receive upon the Closing;

•        the additional expenses and obligations to ABTC’s business that may result from being a public company and to which ABTC has not previously been subject;

•        the fact that the representations and warranties in the Merger Agreement do not survive the Closing and the potential risk that there are unknown liabilities of Gryphon that may arise after the Closing;

•        the risk that future sales of Gryphon Common Stock by existing Gryphon stockholders may cause the price of Gryphon Common Stock to fall, thus reducing the potential value of Combined Company Common Stock received by ABTC stockholders following the Mergers; and

•        various other risks associated with the Combined Company and the Mergers, including the risks described in the section of this proxy statement/prospectus titled “Risk Factors.”

The foregoing information is not intended to be exhaustive, but is believed to include a summary of the material factors considered by the ABTC Board in its consideration of the Merger Agreement and the transactions contemplated thereby, including the Mergers. After conducting an overall analysis of these and other factors, the ABTC Board concluded that the benefits, advantages and opportunities of a potential transaction outweighed the uncertainties and risks described above. Based on this overall analysis of the factors described above, the ABTC Board unanimously approved the Merger Agreement, the Mergers and the other transactions contemplated by the Merger Agreement.

Anticipated Accounting Treatment

The Mergers are expected to be accounted for using the acquisition method in accordance with U.S. GAAP. ABTC has preliminarily been identified as the “acquirer” with Gryphon as the “acquiree” as ABTC will obtain control over Gryphon upon the Closing. In connection with the Mergers, (i) each share of ABTC Class A Common Stock and ABTC Class B Common Stock will be exchanged for shares of Class A Common Stock and Class B Common Stock, respectively, resulting in holders of ABTC Common Stock as of immediately prior to the First Effective Time collectively owning approximately 98.0% of the outstanding Combined Company Common Stock, on a fully diluted basis, and (ii) each share of Gryphon Common Stock will be reclassified as one share of Class A Common Stock, resulting in holders of equity interests of Gryphon as of immediately prior to the First Effective Time collectively owning approximately 2.0% of the outstanding Combined Company Common Stock, on a fully diluted basis. Each share of Class A Common Stock will be entitled to one vote per share, each share of Class B Common Stock will be entitled to 10,000 votes per share and each share of Class C Common Stock will be entitled to 10 votes per share. There is no other consideration being exchanged in connection with the Mergers. As discussed elsewhere in this proxy statement/prospectus, all of Gryphon’s current directors and executive officers are expected to resign from their positions, effective as of the Closing, and all of the Combined Company directors and executive officers are expected to be designees of ABTC. The purchase consideration will be allocated to the fair value of the acquired assets and liabilities of Gryphon and will be based on Gryphon and ABTC management’s best estimate of the fair value based on currently available information. The actual amount allocated to certain identifiable assets could vary as the purchase price allocation is finalized. The preliminary assessment of the accounting acquirer is subject to evaluation and may be impacted by matters such as changes in Combined Company management positions, Combined Company board rights related to tie-break votes, the relative fair values of ABTC and Gryphon at the Closing, any cross-ownership changes prior to the Closing and other considerations set out in the Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 805, Business Combinations. A change in the determination of the accounting acquirer would significantly impact the pro forma financial information included in elsewhere this proxy statement/prospectus as well as the actual accounting for the Mergers at the Closing.

Regulatory Matters

Under the HSR Act and the rules that have been promulgated thereunder by the FTC, certain transactions may not be consummated unless notifications have been given and information has been furnished to the Antitrust Division of the DOJ and the FTC and certain statutory waiting period requirements have been satisfied. The Mergers may not be consummated until Notification and Report Forms under the HSR Act have been filed with the FTC and the DOJ and the applicable waiting period has expired or been terminated.

At any time before or after the Closing, the DOJ and the FTC could take such action under applicable antitrust laws as each deems necessary or desirable, including seeking to enjoin the Closing, to rescind the Mergers or to conditionally permit the Closing subject to regulatory conditions or other remedies. In addition, non-U.S. regulatory bodies and U.S. state attorneys general could take action under other applicable regulatory laws as they deem necessary or desirable, including, without limitation, seeking to enjoin or otherwise prevent the Closing or permitting the Closing subject to regulatory conditions. Private parties may also seek to take legal action under the antitrust laws under certain

circumstances. There can be no assurance that the DOJ, the FTC, any state attorney general or any other government authority will not attempt to challenge the Mergers on antitrust grounds and, if such a challenge is made, there can be no assurance as to its result.

Under the Merger Agreement, Gryphon, Merger Sub Inc., Merger Sub LLC and ABTC must use reasonable best efforts to obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from governmental authorities and make all necessary registrations, declarations and filings with governmental authorities, that are necessary to consummate the Mergers. For a description of the parties’ obligations with respect to regulatory and other governmental approvals related to the Mergers, please see the section titled “The Merger Agreement — Efforts to Obtain Regulatory Approval” in this proxy statement/prospectus.

Certain Material U.S. Federal Income Tax Consequences

The following is a discussion of the U.S. federal income tax considerations generally applicable to U.S. Holders of ABTC Common Stock that exchange their ABTC Common Stock for Merger Consideration in the Mergers. This discussion is based on the Code, the Treasury regulations promulgated thereunder, administrative rulings, published positions of the Internal Revenue Service (the “IRS”) and judicial interpretations thereof, all as currently in effect and all of which are subject to change and to differing interpretations (possibly with retroactive effect) and any such change or interpretation could affect the U.S. federal income tax considerations described herein. This discussion applies only to U.S. Holders that hold their ABTC Common Stock as a capital asset within the meaning of the Section 1221 of the Code (generally, property held for investment). This discussion does not address all aspects of U.S. federal income taxation that may be relevant to U.S. Holders in light of their particular circumstances or to U.S. Holders subject to special treatment under U.S. federal income tax laws, including:

•        banks or other financial institutions;

•        mutual funds;

•        tax-exempt organizations;

•        governments or agencies or instrumentalities thereof;

•        insurance companies;

•        broker-dealers or dealers in securities;

•        traders in securities that elect to use a mark-to-market method of accounting;

•        entities or arrangements treated as partnerships or other pass-through entities (including S corporations) for U.S. federal income tax purposes (and partners or investors therein);

•        former citizens or long-term residents of the United States;

•        holders that exercise appraisal rights;

•        regulated investment companies and real estate investment trusts;

•        holders whose functional currency is not the U.S. dollar;

•        holders who received their ABTC Common Stock through the exercise of employee stock options, through a tax-qualified retirement plan or otherwise as compensation or in connection with the performance of services;

•        holders required to accelerate the recognition of any item of gross income as a result of such income being recognized on an “applicable financial statement;” and

•        holders that hold ABTC Common Stock as part of a hedge, straddle, constructive sale, conversion or other integrated or similar transaction.

In addition, this discussion does not address any U.S. federal estate, gift, Medicare and any alternative minimum tax considerations or any state, local and non-U.S. tax considerations, relating to the ownership or disposition of ABTC Common Stock.

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of ABTC Common Stock that is, for U.S. federal income tax purposes:

•        a citizen or individual resident of the United States;