News & Events

and Exhibit 99.1 attached hereto is being furnished to the U.S. Securities and Exchange Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as ex…

Results of Operations and Financial Condition. On February 26, 2026, American Bitcoin Corp. issued a press release announcing its financial results for the year ended December 31, 2025. A copy of such press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Exhibit 99.1 attached hereto shall be deemed to be "filed" for purposes of the Securities Exchange Act of 1934, as amended.

and Exhibit 99.1 attached hereto is being furnished to the U.S. Securities and Exchange Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as ex…

Changes in Registrant’s Certifying Accountant. (a) Dismissal of Previous Independent Registered Public Accounting Firm On September 19, 2025, the Audit Committee (the “Committee”) of the Board of Directors of American Bitcoin Corp. (the “Company”) dismissed RBSM LLP (“RBSM”) as the Company’s independent registered public accounting firm. The reports of RBSM on the Company’s financial statements for each of the two most recent fiscal years ended December 31, 2024 and 2023 did not contain an ad…

Entry into a Material Definitive Agreement. “At-the-Market” Equity Offering Program American Bitcoin Corp., a Delaware corporation (the “Company”), has entered into a Controlled Equity Offering SM Sales Agreement, dated as of September 3, 2025 (the “Sales Agreement”) with each of Cantor Fitzgerald & Co., Mizuho Securities USA LLC, The Benchmark Company, LLC, BTIG, LLC, Canaccord Genuity LLC, Clear Street LLC, Craig-Hallum Capital Group LLC, H.C. Wainwright & Co., LLC, JonesTrading Institution…

Other Events. ABTC Merger As previously disclosed, on May 9, 2025, Gryphon Digital Mining, Inc., a Delaware corporation (“Gryphon”), GDM Merger Sub I Inc., a Delaware corporation and wholly owned direct subsidiary of Gryphon, GDM Merger Sub II LLC, a Delaware limited liability company and wholly owned direct subsidiary of Gryphon, and American Bitcoin Corp., a Delaware corporation (“ABTC”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). This Current Report on Form 8-K…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers At the Special Meeting, among other things, the Company’s stockholders approved the Amended and Restated American Bitcoin Corp. 2025 Omnibus Incentive Plan (the “ 2025 Plan ”). The 2025 Plan will become effective as of the closing of the Mergers and permits grants of stock options, stock appreciation rights, restricted stock, restricted stock units,…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On June 10, 2025, Mr. Dan Tolhurst resigned, effective as of June 12, 2025, as a director of Gryphon Digital Mining, Inc. (the “ Company ”). Mr. Tolhurst did not resign as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

Other Events ABTC Merger As previously disclosed, on May 9, 2025, Gryphon Digital Mining, Inc., a Delaware corporation (“Gryphon”), GDM Merger Sub I Inc., a Delaware corporation and wholly owned direct subsidiary of Gryphon, GDM Merger Sub II LLC, a Delaware limited liability company and wholly owned direct subsidiary of Gryphon, and American Bitcoin Corp., a Delaware corporation (“ABTC”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). For more information on ABTC, ris…

Entry into a Material Definitive Agreement Assignment of Captus Agreement As previously reported, on January 8, 2025, Gryphon Digital Mining, Inc. (the " Company ") entered into a share and unit purchase agreement, as amended (the “ Captus Agreement ”) with 2670786 Alberta Ltd., a Canadian corporation existing under the laws of the Province of Alberta and a direct subsidiary of the Company (the “ Purchaser ”), BTG Energy Corp., a Canadian corporation existing under the laws of the Province of…

Entry into a Material Definitive Agreement Merger Agreement On May 9, 2025, Gryphon Digital Mining, Inc., a Delaware corporation (“Gryphon” or “Parent”), GDM Merger Sub I Inc., a Delaware corporation and wholly owned direct subsidiary of Gryphon (“Merger Sub Inc.”), GDM Merger Sub II LLC, a Delaware limited liability company and wholly owned direct subsidiary of Gryphon (“Merger Sub LLC”), and American Bitcoin Corp., a Delaware corporation (“ABTC”), entered into an Agreement and Plan of Merge…

of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Such information shall not be deemed incorporated by reference into any filing of Gryphon under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any gen…

Other Events. On April 15, 2025, due to high industry hash rates and high energy costs, Gryphon Digital Mining, Inc. (the “Company”) and Blockfusion USA, Inc. (“Blockfusion”) agreed to suspend mining operations and curtail service, respectively. The Company and Blockfusion are actively collaborating to rework their Co-Location Mining Services Agreement, dated as of December 1, 2024, to enable the Company to mine profitably moving forward. The Company expects to issue additional updates as app…

of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Such information shall not be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regard…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously reported in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on September 13, 2024, Gryphon Digital Mining, Inc., a Delaware corporation (the “Company”), received a notice from the staff (“Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”), notifying the Company that it was not in compliance with Nasdaq Listing Rule 5550(b)(2) as…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing As previously reported in a Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “Commission”), on September 5, 2024, Gryphon Digital Mining, Inc., a Delaware corporation (the “Company”) received a letter from Nasdaq indicating that the bid price for the Company’s common stock (the “Common Stock”) for the last 30 consecutive business days had closed below the minim…

Other Events. Settlement Agreement On March 7, 2025, Gryphon Digital Mining, Inc., a Delaware corporation (“Gryphon”) and Sphere 3D Corp. (“Sphere”) entered into a settlement and release agreement (the “Settlement Agreement”) on mutually acceptable terms. The Settlement Agreement fully resolves all pending litigation between Gryphon and Sphere, and each party fully releases the other party from any known or unknown and unsuspected claims. The Settlement Agreement further provides that each pa…

Termination of a Material Definitive Agreement As previously disclosed, on December 9, 2024, Gryphon Digital Mining, Inc. (the “Company” or “Gryphon”) entered into an asset purchase and sale agreement (the “Purchase Agreement”) with Erikson National Energy Inc. (“Erikson”), a Canadian corporation under the laws of the Province of Alberta. Erikson commenced proposal proceedings under the Bankruptcy and Insolvency Act (Canada) (“BIA”) on October 1, 2024 by filing a Notice of Intention to Make a…

Entry into a Material Definitive Agreement As previously disclosed, on December 9, 2024, Gryphon Digital Mining, Inc. (the “Company” or “Gryphon”) entered into an asset purchase and sale agreement (the “Purchase Agreement”) with Erikson National Energy Inc. (“Erikson”), a Canadian corporation under the laws of the Province of Alberta. Erikson commenced proposal proceedings under the Bankruptcy and Insolvency Act (Canada) (“BIA”) on October 1, 2024 by filing a Notice of Intention to Make a Pro…

Other Events On January 27, 2025, the Company acquired 1,900 S19JPro series machines with an extended warranty (the “Acquisition”) in the amount of approximately $0.6 million from RepairBit LLC. Following the Acquisition, the Company now owns approximately 10,400 machines.

Entry into a Material Definitive Agreement On January 13, 2025, Gryphon Digital Mining, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with several institutional and accredited investors and certain directors and officers of the Company (and certain of their affiliated parties) for the purpose of raising approximately $2.85 million in gross proceeds for the Company. Pursuant to the terms of the Purchase Agreement, the Company agreed to sell in a r…