CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (“Report”) contains “forward-looking statements” within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be preceded by, or contain, words such as “may,” “will,” “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “predict,” “potential,” “might,” “could,” “would,” “should” or other words indicating future results, though not all forward-looking statements necessarily contain these identifying words. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including, without limitation, statements about our future business operations and results, our strategy and competition. These statements represent our current expectations or beliefs concerning various future events and involve numerous risks and uncertainties that could cause actual results to differ materially from expectations, including, but not limited to:
| ● | our need to, and difficulty in, raising additional capital; |
| ● | any failure to close the Mergers; |
| ● | the anticipated benefits of the Mergers not being realized when expected or at all; |
| ● | the vision, goals, and trajectory of the Combined Company not being timely achieved or realized or achieved or realized at all; |
| ● | the integration of Gryphon and ABTC being more difficult, time-consuming or costly than expected; |
| ● | the Mergers being more expensive or taking longer to complete than anticipated, including as a result of unexpected factors or events; |
| ● | the diversion of management’s attention from ongoing business operations and opportunities due to the Mergers |
| ● | the outcome of any legal proceedings that may be instituted against Gryphon as a result of the Mergers; |
| ● | downturns in the Cryptocurrency industry; |
| ● | increased interest rates; |
| ● | the inability to procure needed hardware; |
| ● | the failure or breakdown of mining equipment, or internet connection failure; |
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| ● | access to reliable and reasonably priced electricity sources; |
| ● | our ability to obtain and maintain proper insurance; |
| ● | banks and other financial institutions ceasing to provide services to our industry; |
| ● | changes to the Bitcoin network’s protocols and software; |
| ● | a decrease in the incentive to mine Bitcoin; |
| ● | an increase of transaction fees related to digital assets; |
| ● | the fraud or security failures of large digital asset exchanges; |
| ● | future digital asset, technological and digital currency development; |
| ● | our ability to regain and maintain compliance with the continued listing standards of the Nasdaq Capital Market (“Nasdaq”); |
| ● | trade restrictions and tariffs; |
| ● | the regulation and taxation of digital assets like Bitcoin; and |
| ● | the other risks and uncertainties discussed under the section titled “Risk Factors” beginning on page 38 of this Report and our other filings with the Securities and Exchange Commission. |
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. We undertake no obligation to update or revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In light of these risks, uncertainties and assumptions, the forward-looking events discussed or incorporated by reference in this prospectus supplement and the accompanying prospectus may not occur.
You should read this Report with the understanding that our actual future results may be materially different from what we expect. We qualify all of the forward-looking statements in the foregoing documents by these cautionary statements.
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