Gryphon Digital Mining Files 8-K

TL;DR

GRYP filed an 8-K on Sept 2nd, former Akerna, check it for financials.

AI Summary

Gryphon Digital Mining, Inc. filed an 8-K on September 2, 2025, reporting other events and financial statements. The company, formerly known as Akerna Corp. and MTech Acquisition Holdings Inc., is incorporated in Delaware and headquartered in Las Vegas, Nevada.

Why It Matters

This filing provides an update on Gryphon Digital Mining's corporate activities and financial reporting, which is crucial for investors to stay informed about the company's status.

Risk Assessment

Risk Level: low — This is a routine filing of an 8-K, which typically reports on significant corporate events or financial updates without immediate market-moving news.

Key Numbers

• 001-39096 — Commission File Number (SEC identifier for the company)
• 83-2242651 — IRS Employer Identification No. (Company tax identification number)

Key Players & Entities

• Gryphon Digital Mining, Inc. (company) — Registrant
• September 2, 2025 (date) — Date of earliest event reported
• Akerna Corp. (company) — Former company name
• MTech Acquisition Holdings Inc. (company) — Former company name
• Delaware (jurisdiction) — State of Incorporation
• Las Vegas, NV (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.0001 — ch Registered Common Stock, par value $0.0001 per share GRYP The Nasdaq Stock Mar

Filing Documents

• ea0255467-8k425_gryphon.htm (8-K) — 35KB
• ea025546701ex99-1_gryphon.htm (EX-99.1) — 148KB
• ea025546701ex99-2_gryphon.htm (EX-99.2) — 335KB
• ea025546701ex99-3_gryphon.htm (EX-99.3) — 166KB
• 0001213900-25-082930.txt ( ) — 938KB
• gryp-20250902.xsd (EX-101.SCH) — 3KB
• gryp-20250902_lab.xml (EX-101.LAB) — 33KB
• gryp-20250902_pre.xml (EX-101.PRE) — 22KB
• ea0255467-8k425_gryphon_htm.xml (XML) — 4KB

01. Other Events

Item 8.01. 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 (this "Current Report") is being filed to provide updated information about ABTC. ABTC's Management's Discussion and Analysis of Financial Condition and Results of Operations for the three and six months ended June 30, 2025 is attached to this Current Report as Exhibit 99.1 and is incorporated herein by reference. The unaudited financial statements of ABTC as of and for the three and six months ended June 30, 2025 are attached to this Current Report as Exhibit 99.2 and are incorporated herein by reference. The unaudited pro forma condensed combined balance sheet as of June 30, 2025, the unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2025 and the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024 are attached to this Current Report as Exhibit 99.3 and are incorporated herein by reference. Cautionary Note Regarding Forward-Looking Statements This Current Report includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder, which statements involve inherent risks and uncertainties. Examples of forward-looking statements, include, but are not limited to, statements relating to the structure, timing,

Forward-looking statements

Forward-looking statements are not statements of historical fact, but instead represent management's expectations, estimates, and projections regarding future events based on certain material factors and assumptions at the time the statement was made. While considered reasonable by American Bitcoin and Gryphon as of the date of this Current Report, such statements are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance, or achievements to be materially different from those expressed or implied by such forward-looking statements, including, but not limited to: the occurrence of any event, change, or other circumstances that could give rise to the right of one or both of the parties to terminate the Merger Agreement; the possibility that the proposed Transaction does not close when expected or at all because the conditions to closing are not satisfied on a timely basis or at all; risks related to American Bitcoin's initial listing on Nasdaq following closing of the proposed Transaction; the outcome of any legal proceedings that may be instituted against American Bitcoin, Gryphon, or the combined company; the possibility that the anticipated benefits of the proposed Transaction are not realized when expected or at all; the possibility that the vision, goals, and trajectory of the combined company are not timely achieved or realized or achieved or realized at all; the possibility that the integration of the two companies may be more difficult, time-consuming or costly than expected; the possibility that the proposed Transaction may be more expensive or take longer to complete than anticipated, including as a result of unexpected factors or events; the diversion of Gryphon and American Bitcoin's management's attention from ongoing business operations and opportunities; changes in Gryphon's stock price before closing; and other factors that may affect the future business, result

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. Set forth below is a list of Exhibits included as part of this Current Report. Exhibit No. Description 99.1 American Bitcoin Corp. Management's Discussion and Analysis of Financial Condition and Results of Operations for the three and six months ended June 30, 2025. 99.2 Unaudited Combined Financial Statements of American Bitcoin Corp. as of and for the three and six months ended June 30, 2025 and 2024. 99.3 Unaudited Pro Forma Condensed Combined Financial Information for the year ended December 31, 2024, and as of and for the six months ended June 30, 2025. 104 Cover Page Interactive Data File (embedded within Inline XBRL document). 2

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GRYPHON DIGITAL MINING, INC. Date: September 2, 2025 By: /s/ Steve Gutterman Name: Steve Gutterman Title: Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR