Hut 8 Corp.

Current report

The completion of the ABTC Merger is subject to conditions, including certain conditions that may not be satisfied on a timely basis, if at all, and we may not realize some or all of the expected benefits of the ABTC Merger.

Current report

On May 9, 2025, American Bitcoin entered into a definitive merger agreement to go public with Gryphon pursuant to which Gryphon will acquire American Bitcoin in a stock-for-stock merger transaction. At the closing of the ABTC Merger, the issued and outstanding capital stock of American Bitcoin will be canceled and converted into the right to receive newly issued stock representing, in the aggregate, approximately 98% of the issued and outstanding stock of Gryphon as of immediately following the ABTC Merger. Upon the completion of the ABTC Merger, Gryphon is expected to be renamed “American Bitcoin Corp,” and is expected to trade on Nasdaq under the ticker symbol “ABTC.” Immediately following the completion of the ABTC Merger transaction, we will beneficially own approximately 64.37% of the then-outstanding capital stock of the combined company, on a fully diluted basis, which is expected to represent approximately 80.00% of the total combined voting power of the combined company capital stock.

Current report

However, the timing and completion of the ABTC Merger is not assured and is subject to risks, including the risk that the approval of the ABTC Merger by Gryphon’s stockholders is not obtained, the combined company’s application for listing its Class A common stock on The Nasdaq Capital Market is not approved, or other closing conditions are not satisfied. If the ABTC Merger is not completed on the anticipated timeframe or at all, we could be subject to various risks, including declines in the price of our common stock. Furthermore, any failure to complete the ABTC Merger will delay (potentially indefinitely) the timing for American Bitcoin to effectuate a public listing of its securities. As American Bitcoin’s business plan is dependent on raising substantial additional capital, if the ABTC Merger is not consummated, American Bitcoin may not have sufficient access to capital markets to execute on its business plans, which could have a material adverse effect on its and our business, financial condition, cash flows and results of operations. While we do not presently have any intention to sell our stake in American Bitcoin, any failure or delays in achieving a public listing for American Bitcoin could have the effect of limiting or delaying our ability to liquidate our stake in American Bitcoin. These or other developments could cause American Bitcoin and us to realize some or all of the expected benefits of the ABTC Merger on a different timeline than expected, or not at all, which could have a material adverse effect on its and our business, financial condition, cash flows and results of operations. If we are unable to complete the ABTC Merger, we will have incurred substantial costs without realizing the benefits of such transaction.

Current report

Furthermore, there can be no assurance that each separate company will be successful as a standalone public company. Our management team, including our Chief Executive Officer and Chief Strategy Officer, are expected to serve as Executive Chairman and as Chief Executive Officer and Director, respectively, of the combined company following the ABTC Merger, which may divert management attention from our business. Moreover, completion of the ABTC Merger will result in independent public companies that are smaller, less diversified companies with more limited businesses concentrated in their respective industries than prior to the transaction. As a result, each company may be more vulnerable to global economic trends, geopolitical risks, demand or supply shocks, and changing industry or market conditions, which could have a material adverse effect on its business, financial condition, cash flows and results of operations. Additionally, the ABTC Merger may result in the duplication of certain costs and expenses, such as public company operating and compliance costs, that would have not been duplicated if our business and ABTC were combined in a single company. Additionally, we cannot predict whether at the closing of the ABTC Merger or over time the market value of our common stock and the Class A common stock of the new combined company after the ABTC Merger will be, in the aggregate, less than, equal to or greater than the market value of our common stock prior to the ABTC Merger. There is no guarantee that the value of our stake in American Bitcoin will be fully reflected in the price of our common stock, or at all. Investors holding our common stock may also sell our common stock or the combined company’s common stock to the extent that it does not match their investment strategies, which may cause a decline in the market price of such common stock.

Current report

Furthermore, as American Bitcoin is our majority-owned subsidiary, to the extent the risks to American Bitcoin’s business are realized, it could result in material decreases in the value of our interest in American Bitcoin. For so long as American Bitcoin’s financial results are consolidated in our financial statements, any such event could also have a material adverse effect on our business, financial condition, and results of operations.