American Bitcoin Corp.

DEF 14A 1 ea0209215-02.htm PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No. )

Check the appropriate box:

Gryphon Digital Mining, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On September 6, 2024

Dear Stockholder:

The Annual Meeting of Stockholders of Gryphon Digital Mining, Inc., (the “Company”), will be held virtually via the Internet athttps://www.cstproxy.com/gryphondigitalmining/2024, on September 6, 2024 at 10:00 a.m. Eastern time for the following purposes:

1. To approve and adopt amendments to the Company’s Amended and Restated Certificate of Incorporation to declassify the Board and make related changes.

2. To elect one Class III director to the Board for a three-year term of office expiring at the 2027 Annual Meeting of Stockholders (if Proposal 1 is not approved), or for a one-year term of office expiring at the 2025 Annual Meeting of Stockholders (if Proposal 1 is approved);

3. To approve, on a non-binding advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement;

4. To approve, on a non-binding advisory basis, the frequency of future non-binding advisory votes on named executive officer compensation; and

5. To ratify the selection of RBSM LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

These items of business are more fully described in the Proxy Statement accompanying this Notice. All stockholders are invited to attend the meeting. The record date for the Annual Meeting is July 16, 2024. Only stockholders of record at the close of business on that date are entitled to notice of and to vote at the meeting.

The solicitation of proxies is made by the Company. We will pay for the entire cost of soliciting proxies. We have engaged Morrow Sodali, LLC (“Morrow”) to assist in the solicitation of proxies for the Annual Meeting. We have agreed to pay Morrow a fee of $10,000 in connection with such services in connection with the Annual Meeting. We will also reimburse Morrow for reasonable out-of-pocket expenses and will indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition to these mailed proxy materials, our directors and officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

The 2024 Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted exclusively by webcast on the internet. No physical meeting will be held.

Important Notice Regarding the Availability of Proxy Materials

for the Stockholders’ Meeting to Be Held on September 6, 2024

at 10:00 a.m. Eastern Time

virtually via the Internet athttps://www.cstproxy.com/gryphondigitalmining/2024

The Proxy Statement and Annual Report on Form 10-K

are available athttps://www.cstproxy.com/gryphondigitalmining/2024

Proxy materials will be first sent to stockholders on or about August 7, 2024.

By Order of the Board of Directors,

Rob Chang

Chief Executive Officer

Las Vegas, Nevada

August 7, 2024

You are cordially invited to attend the virtual annual meeting. Whether or not you expect to attend the virtual annual meeting, please complete, date, sign and return the enclosed proxy, or vote by phone or online as instructed in these materials, as promptly as possible in order to ensure your representation at the meeting. A return envelope (which is postage prepaid if mailed in the United States) has been provided for your convenience.