ADDED
See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b 2 of the Exchange Act.
As of March 25, 2026, the registrant had 326,896,215 shares of Class A common stock, 732,224,903 shares of Class B common stock, and 0 shares of Class C common stock outstanding.
Market for Registrant s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 36 Item 6.
Management s Discussion and Analysis of Financial Condition and Results of Operations 37 Item 7A.
s "Compute" segment prior to the effectiveness of the Transactions (as defined below) on March 31, 2025; (ii) American Bitcoin Corp.
(formerly known as American Data Centers Inc.) following the effectiveness of the Transactions on April 1, 2025 until the consummation of the Mergers (as defined below) on September 3, 2025; and (iii) American Bitcoin Corp.
(formerly known as Gryphon Digital Mining, Inc.) following the consummation of the Mergers on September 3, 2025.
("ADC"), and the stockholders of ADC entered into a Contribution and Stock Purchase Agreement, pursuant to which Hut 8 contributed to ADC substantially all of Hut 8's wholly-owned ASIC miners, in exchange for newly issued 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 "Transactions").
In connection with the Transactions, ADC was renamed American Bitcoin Corp.
Prior to the effectiveness of the Transactions, we historically operated as the "ASIC Compute" sub-segment of Hut 8 s "Compute" segment and not as a standalone company; therefore, separate financial statements had not been prepared for us.
REMOVED
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.
See definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
held by non-affiliates was approximately $ 37.6 million based upon the closing price per share of $1.19 on June 28, 2024.
As of March 31, 2025, there were 69,982,876 shares of common stock, par value $0.0001 per share of the registrant issued and outstanding.
Market for Registrant s Common Equity, Related Stockholder Matters and Issuers Purchases of Equity Securities 49 Item 6.
Management s Discussion and Analysis of Financial Condition and Results of Operation 50 Item 7A.
Form 10-K Summary 97 Signatures 98 i EXPLANATORY NOTE On February 9, 2024 (the Closing Date ), Gryphon Digital Mining, Inc., a Delaware corporation f/k/a Akerna Corp.
( Gryphon, the Company, we, us or our ), consummated the previously announced business combination pursuant to that certain Agreement and Plan of Merger by and between the Company, Akerna Merger Co., a wholly-owned subsidiary of the Company ( Merger Sub ), and Ivy Crypto, Inc.
(formerly known as Gryphon Digital Mining, Inc.) ( Legacy Gryphon ), dated January 27, 2023, as amended (the Merger Agreement ), following approval thereof at a special meeting of the Company s stockholders held on January 29, 2024 (the Special Meeting ).
Pursuant to the terms of the Merger Agreement, a business combination between the Company and Legacy Gryphon was effected through the merger of Merger Sub with and into Legacy Gryphon, with Legacy Gryphon as the surviving company in the Merger, and after giving effect to such merger, continuing as a wholly owned subsidiary of the Company (the Merger and, together with the other transactions contemplated by the Merger Agreement, the Business Combination ).