Gryphon Digital Mining Completes Acquisition of 09 Crypto Assets

TL;DR

Gryphon Digital Mining just bought 09 Crypto Assets, expanding its crypto footprint.

AI Summary

Gryphon Digital Mining, Inc. announced on August 16, 2024, the completion of its acquisition of 09 Crypto Assets. The company, formerly known as Akerna Corp., is incorporated in Delaware and is involved in finance services.

Why It Matters

This acquisition signifies a strategic move for Gryphon Digital Mining, potentially expanding its operations and market presence in the cryptocurrency asset sector.

Risk Assessment

Risk Level: medium — Acquisitions inherently carry risks related to integration, valuation, and market reception, which could impact Gryphon Digital Mining's financial performance.

Key Players & Entities

• Gryphon Digital Mining, Inc. (company) — Registrant
• 09 Crypto Assets (company) — Acquired entity
• Akerna Corp. (company) — Former company name
• August 16, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — ch Registered Common Stock, par value $0.0001 per share GRYP The Nasdaq Stock Mar
• $1,500,000 — uch transaction, the "Transaction") for $1,500,000 in USD cash (the "Purchase Price"). Th
• $50,000 — he execution of the Purchase Agreement, $50,000 of the Purchase Price was paid to Selle
• $700,000 — ent, (iii) on or about August 31, 2024, $700,000 of the Purchase Price is expected to be

Filing Documents

• ea0211763-8k_gryphon.htm (8-K) — 34KB
• ea021176301ex2-1_gryphon.htm (EX-2.1) — 52KB
• ea021176301ex99-1_gryphon.htm (EX-99.1) — 16KB
• ex99-1_001.jpg (GRAPHIC) — 9KB
• 0001213900-24-070914.txt ( ) — 305KB
• gryp-20240816.xsd (EX-101.SCH) — 3KB
• gryp-20240816_lab.xml (EX-101.LAB) — 33KB
• gryp-20240816_pre.xml (EX-101.PRE) — 22KB
• ea0211763-8k_gryphon_htm.xml (XML) — 4KB

01. Completion

Item 2.01. Completion of Acquisition or Disposition of Assets. On August 16, 2024, Giga Caddo, LLC, a Delaware limited liability company ("Seller"), and Gryphon Digital Mining, Inc., a Delaware corporation ("Buyer" or the "Company") entered into an Asset Purchase Agreement (the "Purchase Agreement") pursuant to which Seller agreed to sell: (i) four (4) natural gas generators with a combined gas standby rating of 1,900 kW, (ii) five hundred and sixty-six (566) bitcoin ASIC mining computers with a combined hashrate capacity of approximately 57,120 TH/s, (iii) six (6) Giga Box Air modular data center units with a combined power capacity of 2,900 kW and (iv) certain other crypto mining equipment and related assets to be agreed by the parties (the "Assets") to Buyer on and subject to the terms and conditions set forth therein (such transaction, the "Transaction") for $1,500,000 in USD cash (the "Purchase Price"). The Purchase Price is being paid in four parts as follows: (i) prior to the execution of the Purchase Agreement, $50,000 of the Purchase Price was paid to Seller in the form of a refundable earnest money deposit, (ii) on August 16, 2024, $50,000 of the Purchase Price was paid to Seller in connection with the execution of the Purchase Agreement, (iii) on or about August 31, 2024, $700,000 of the Purchase Price is expected to be paid (the "Third Payment") and (iv) no later than seven days after Seller's receipt of the Third Payment, the remainder of the Purchase Price will be paid (the "Final Payment") and as described below. The Purchase Agreement contains customary representations, warranties, covenants and termination rights for a transaction of this nature, including: (i) an agreement that Seller and Buyer will enter into a transition services agreement to facilitate the Company's acquisition and use of the Assets, (ii) an agreement that Seller will enter into one or more energy contracts within two business days following its receipt of the Third Payment

01. Other

Item 8.01. Other Events. On August 20, 2024, the Company issued a press release announcing the execution of the Purchase Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

01. Financial Statements

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 2.1* Asset Purchase Agreement, dated as of August 16, 2024, by and among Giga Caddo, LLC and Gryphon Digital Mining, Inc. 99.1 Press Release dated August 20, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Certain schedules to this Exhibit have been omitted pursuant to Regulation S-K Item 601(b)(2) or 601(a)(5) (as applicable). The Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any document so furnished. 1 Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GRYPHON DIGITAL MINING, INC. Date: August 20, 2024 By: /s/ Robby Chang Name: Robby Chang Title: Chief Executive Officer 2

View Full Filing

View this 8-K filing on SEC EDGAR