8-K - ABTC - Equibles

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORTPursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): September 2, 2025

Gryphon Digital Mining, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-39096	83-2242651
(Commission File Number)	(IRS Employer<br><br>Identification No.)
1180 N. Town Center Drive, Suite 100
Las Vegas, NV	89144
(Address of Principal Executive Offices)	(Zip Code)

(702) 945-2700

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒	Written communications pursuant to Rule 425 under the Securities<br>Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange<br>Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b)<br>under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c)<br>under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b)of the Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, par value $0.0001 per share	GRYP	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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, and completion of the previously announced stock-for-stock merger transaction between American Bitcoin and Gryphon (the “Transaction”), the combined company’s listing and trading on Nasdaq after the closing of the proposed Transaction, the expected management and composition of the board of directors of the combined company following the closing of the proposed Transaction, and the vision, goals, and trajectory of Gryphon, American Bitcoin and the combined company.

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, results, financial position and prospects of American Bitcoin, Gryphon, or the combined company. Additional factors that could cause results to differ materially from those described above can be found in Gryphon’s most recent annual report on Form 10-K for the fiscal year ended December 31, 2024 and other documents subsequently filed by Gryphon with the Securities and Exchange Commission (the “SEC”), including, but not limited to, the Registration Statement on Form S-4 filed with the SEC on June 6, 2025, as amended on July 29, 2025 (the “Registration Statement”), which was declared effective by the SEC on July 31, 2025.

Additional Information and Where to Findit

This information contained in this Current Report relates to a proposed Transaction between American Bitcoin and Gryphon. In connection with the proposed Transaction, Gryphon has filed with the SEC the Registration Statement to register the Class A common stock to be issued by Gryphon in connection with the proposed Transaction. The Registration Statement includes a proxy statement of Gryphon and a prospectus of Gryphon (the “Proxy Statement/Prospectus”). The Registration Statement was declared effective by the SEC on July 31, 2025. Gryphon filed the definitive Proxy Statement/Prospectus with the SEC on July 31, 2025, and the Proxy Statement/Prospectus was first mailed to Gryphon stockholders on or about August 1, 2025. Each of American Bitcoin and Gryphon may file with the SEC other relevant documents concerning the proposed Transaction. These communications are not a substitute for the Registration Statement, the Proxy Statement/Prospectus or any other relevant documents that American Bitcoin or Gryphon has filed or will file with the SEC. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORSAND STOCKHOLDERS OF GRYPHON ARE URGED TO CAREFULLY AND ENTIRELY READ THE REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS REGARDINGTHE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, IF AND WHEN THEYBECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT AMERICAN BITCOIN, GRYPHON, THE PROPOSED TRANSACTION, AND RELATEDMATTERS.

No Offer or Solicitation

The information in this Current Report for informational purposes only and is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy or sell any securities or the solicitation of any proxy, vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or in a transaction exempt from the registration requirements of the Securities Act.

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).

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

Exhibit 99.1

ABTC Management’s Discussion and Analysisof Financial Condition and Results of Operations

The following discussion and analysis ofthe financial condition and results of operations of American Bitcoin Corp., a Delaware corporation (“ABTC”), should beread together with the consolidated condensed and combined financial statements and the related notes of ABTC and the otherfinancial information included in the Exhibits to the Current Report on Form 8-K to which this Exhibit is attached (the“Current Report”). This discussion contains forward-looking statements that involve risks and uncertainties.ABTC’s actual business, financial condition, and results of operations could differ materially from those anticipated in theseforward-looking statements as a result of various factors, including those discussed below and elsewhere in the Exhibits to theCurrent Report. See “Cautionary Note Regarding Forward-Looking Statements” in the Current Report. ABTC’shistorical results are not necessarily indicative of the results that may be expected for any period in the future.

Overview

ABTC is a purpose-built Bitcoin accumulation vehicle and aims to pursue that goal through a levered strategy that combines efficient Bitcoin mining, disciplined Bitcoin reserve expansion and focused ecosystem engagement. ABTC did not historically operate as a standalone company. Unless otherwise indicated, ABTC’s results of operations prior to April 1, 2025 reflected herein refer to the Bitcoin mining operations of Hut 8 Corp., a Delaware corporation (“Hut 8” and including its consolidated subsidiaries, “Parent”), represented by the “Bitcoin mining” sub-segment of Hut 8’s “Compute” segment. See “⸻Basisof Presentation” below.

ABTC, formerly known as ADC, was incorporated in the state of Delaware in November 2024. On March 31, 2025, Hut 8, ADC, and the stockholders of ADC entered into a Contribution and Stock Purchase Agreement (the “Contribution Agreement”), pursuant to which Hut 8 contributed to ADC substantially all of Hut 8’s wholly-owned Bitcoin miners, representing the business of ABTC, in exchange for newly issued Class B common stock of ADC, representing 80% of the total and combined voting power and 80% of the issued and outstanding equity interests of ADC after giving effect to the issuance (the “Contributions”). In connection with the Contributions, ADC was renamed American Bitcoin Corp. and became a majority-owned subsidiary of Hut 8.

In connection with the Contributions, Hut 8 and ABTC entered into the MMSA and the MCSA (each, as defined below) providing for Hut 8 and its personnel to perform day-to-day commercial and operational management services and Bitcoin mining colocation services to ABTC, respectively, in each case on an exclusive basis for so long as such agreements remain in effect. Hut 8 and ABTC also entered into the Shared Services Agreement, pursuant to which Hut 8 and its personnel would provide back-office support services to ABTC and a Put Option Agreement, pursuant to which Hut 8 has the right to sell to ABTC any Bitcoin miners purchased by Hut 8 under an agreement it has with Bitmain Technologies Georgia Limited (“Bitmain Georgia”) to purchase up to approximately 17,280 Bitmain U3S21EXPH Bitcoin miners (collectively, the “Bitmain Miners”) for a maximum aggregate purchase price of approximately $320.0 million, not including any applicable tariffs, duties or similar charges. On March 31, 2025, through the Contributions, ABTC became a majority-owned subsidiary of Hut 8.

In May 2025, ABTC entered into an Agreement and Plan of Merger with Gryphon Digital Mining, Inc. (Nasdaq: GRYP) (“Gryphon”), GDM Merger Sub I Inc. and GDM Merger Sub II LLC, pursuant to which Gryphon will acquire ABTC in a stock-for-stock merger transaction (the “ABTC Merger”). At the closing of the ABTC Merger, holders of ABTC capital stock will receive newly issued stock representing, in the aggregate, approximately 98% of the fully diluted outstanding stock of Gryphon as of immediately following the ABTC Merger. Upon the completion of the ABTC Merger, Gryphon is expected to reclassify its common stock as Class A common stock and create two new classes of common stock, Class B common stock and Class C common stock, be renamed “American Bitcoin Corp,” and trade on the Nasdaq Capital Market under the ticker symbol “ABTC.” The ABTC Merger is expected to close in early September 2025, subject to certain approvals and closing conditions.

On June 27, 2025, ABTC issued and sold 11,002,954 shares of its Class A common stock for aggregate gross proceeds in cash and Bitcoin of approximately $220.1 million, and aggregate net proceeds of approximately $215.3 million after deducting certain fees and expenses incurred in connection with the issuance, including aggregate commissions of $4.8 million. $10.0 million worth of the shares were sold for consideration of Bitcoin in lieu of cash at an exchange rate of one Bitcoin to $104,000. During the period from July 1, 2025 to September 2, 2025, ABTC used $205.6 million of these proceeds to purchase approximately 1,726 Bitcoin, at a weighted average price of approximately $119,120 per Bitcoin, to expand its strategic Bitcoin reserve.

On August 5, 2025, pursuant to the Put Option Agreement, Hut 8 assigned its option to purchase the Bitmain Miners to ABTC. ABTC exercised the option on August 5, 2025 and entered into an On-Rack Sales and Purchase Agreement (the “ABTC Bitmain Purchase Agreement”) with Bitmain Georgia to purchase the Bitmain Miners in one or more tranches for a total purchase price of up to approximately $320.0 million (subject to adjustments, offsets and costs as set forth in the ABTC Bitmain Purchase Agreement).

Concurrently with the execution of the ABTC Bitmain Purchase Agreement, ABTC purchased 16,299 of the Bitmain Miners, representing a total of approximately 14.02 EH/s, for a total purchase price of approximately $314.0 million, paid through the pledge of Bitcoin at a mutually agreed upon fixed price. Such purchase price was reduced by the application of a deposit and certain expenses of approximately $46.0 million previously paid to Bitmain Georgia by Hut 8 and which ABTC has agreed to repay to Hut 8 on or prior to December 31, 2025. Pursuant to the ABTC Bitmain Purchase Agreement, the remaining Bitmain Miners must be purchased by ABTC on or before October 5, 2025, and may be purchased with cash and/or by pledging additional Bitcoin. The Bitcoin pledged under the ABTC Bitmain Purchase Agreement has a redemption period of 24 months from each pledge date.

As of September 1, 2025, ABTC had accumulated approximately 2,443 Bitcoin in reserve, of which approximately 2,234 Bitcoin were pledged to Bitmain Georgia, and owned over 76,000 Bitcoin miners with a cumulative hashrate of approximately 24.2 EH/s and weighted average fleet efficiency of approximately 16.4 J/TH.

Basis of Presentation

Prior to effectuating the Contributions on March 31, 2025, ABTC’s operations were historically operated as the “Bitcoin mining” sub-segment of Hut 8’s “Compute” segment and not as a standalone company. ABTC’s condensed and combined financial statements included in Exhibit 99.2 to the Current Report, representing the historical assets, liabilities, operations and cash flows directly attributable to ABTC, have been prepared on a carve-out basis through the use of a management approach from Hut 8’s consolidated financial statements and accounting records and are presented on a stand-alone basis as if the operations have been conducted independently from Hut 8. Historically, separate financial statements have not been prepared for ABTC and it has not operated as a standalone business from Hut 8. ABTC’s condensed and combined financial statements included in Exhibit 99.2 to the Current Report have been prepared in accordance with generally accepted accounting principles, in the United States (“U.S. GAAP”). Following the Contributions on March 31, 2025, ABTC began operating as a standalone entity with its own accounting and financial records. ABTC’s condensed and combined balance sheet as of June 30, 2025 reflects the assets and liabilities that ABTC directly owns or is legally obligated to satisfy post-Contributions. Following the effectiveness of the Contributions on March 31, 2025, ABTC’s results of operations are the results directly attributed to its standalone operations rather than the Bitcoin mining operations of Hut 8.

Prior to effectuating the Contributions on March 31, 2025, the revenues and costs as well as assets and liabilities directly associated with what was historically Hut 8’s Bitcoin mining activities were included in ABTC’s condensed and combined financial statements included in Exhibit 99.2 to the Current Report, including Hut 8’s strategic Bitcoin reserve. However, upon the effectiveness of the Contributions on March 31, 2025, Hut 8 retained its strategic Bitcoin reserve and none of the Bitcoin were transferred to ABTC.

Prior to effectuating the Contributions on March 31, 2025, additional costs allocated to ABTC included corporate general and administrative expenses, which consisted of various categories, including but not limited to: employee compensation and benefits, professional services, facilities and corporate office expenses, information technology, interest expenses, and share-based compensation. The corporate and general administrative expenses allocated were primarily based on a percentage of revenue basis that was considered to be a reasonable reflection of the utilization of the services provided or benefit received during the periods presented, depending on the nature of the service received. Management believes that the assumptions underlying ABTC’s condensed and combined financial statements included in Exhibit 99.2 to the Current Report, including the expense methodology and resulting allocation, are reasonable for all periods presented. However, the allocations may not include all of the actual expenses that would have been incurred by ABTC and may not reflect its results had ABTC been a standalone company during the periods presented. Actual costs that might have been incurred had ABTC been a standalone company would depend on a number of factors, including the organizational structure, what corporate functions ABTC might have performed directly or outsourced, and strategic decisions that ABTC might have made in areas such as executive management, legal and other professional services, and certain corporate overhead functions. These costs also may not be indicative of the expenses that ABTC will incur in the future or would have incurred if ABTC had obtained these services from a third party.

Prior to effectuating the Contributions on March 31, 2025, all intracompany transactions within ABTC had been eliminated. All intercompany transactions between ABTC and Hut 8 were considered to be effectively settled in the financial statements at the time the transactions were recorded. The total net effect of these intercompany transactions were considered to be settled before the close of the Contributions on March 31, 2025, and are reflected in ABTC’s condensed and combined statement of cash flows within financing activities and in the condensed balance sheets as net Parent investment. On March 31, 2025, the total net Parent investment was settled. Subsequent to March 31, 2025, all intercompany transactions between ABTC and Hut 8 under the Master Management Services Agreement (the “MMSA”) and Master Colocation Services Agreement (the “MCSA”), each entered into on March 31, 2025, were reflected in ABTC’s financial statements.

Prior to effectuating the Contributions on March 31, 2025, ABTC’s equity balance in its condensed and combined financial statements included in Exhibit 99.2 to the Current Report represent the excess assets less total liabilities. Net Parent investment was primarily impacted by contributions from Hut 8, which were the result of net funding provided by or distributed to Hut 8. Subsequent to March 31, 2025, ABTC recorded and tracked all the transactions related to equity separate as on a standalone basis.

Prior to effectuating the Contributions on March 31, 2025, cash was managed through bank accounts controlled and maintained by Hut 8. ABTC did not have legal ownership of any bank accounts containing cash balances prior to March 31, 2025. As such, cash held in commingled accounts with Hut 8 was presented within net Parent investment on the condensed and combined balance sheets. Subsequent to March 31, 2025, ABTC set up its own legally separate bank accounts to directly settle its liabilities and to manage its own cash.

Prior to effectuating the Contributions on March 31, 2025, ABTC was not a co-obligor on Hut 8’s third-party, long-term debt obligations nor was ABTC expected to pay any portion of Hut 8’s third-party long-term debt. However, proceeds from Hut 8’s third-party debts were used to finance ABTC’s purchase of Bitcoin miners or directly used for Bitcoin mining-related activities and were included in ABTC’s condensed and combined financial statements included in Exhibit 99.2 to the Current Report. While ABTC is not a legal obligor, certain Bitcoin mining assets of the ABTC were pledged as collateral as disclosed in the notes to ABTC’s unaudited condensed and combined financial statements included in Exhibit 99.2 to the Current Report. Following the effectiveness of the Contributions on March 31, 2025, ABTC was no longer connected to any Hut 8’s third-party debt obligations.

References in this section to ABTC activity prior to April 1, 2025 refer to the historical operations conducted through the “Bitcoin mining” sub-segment of Hut 8’s or USBTC’s “Compute” segment, as applicable.

Bitcoin Mining

ABTC generates revenue from Bitcoin rewards by providing computation services to third-party mining pool operators, which combine the computing power of Bitcoin miners to increase the chance of solving a block and getting paid by the network. ABTC provides the service of performing computations of its Bitcoin miners to these mining pool operators and receives in return a payout of Bitcoin based on a contractual formula which primarily calculates the computing power provided to the mining pool as a percentage of the total computing power of the network, regardless of whether the mining pool actually receives the Bitcoin award from the network.

As of June 30, 2025, ABTC mined Bitcoin at three sites:

●	Alpha (Niagara Falls, New York);
●	Medicine Hat (Medicine Hat, Alberta); and
●	Salt Creek (Orla, Texas).

Until April 30, 2024, ABTC also had Bitcoin mining operations hosted at sites in Kearney, Nebraska and Granbury, Texas. ABTC also previously mined Bitcoin at a site in Drumheller, Alberta, which has been non-operational since March 2024. The closure was due to the site’s lack of profitability as a result of several factors, mostly elevated energy costs and underlying voltage issues.

During February and March 2025, ABTC’s mining activity was reduced due to a planned fleet upgrade, which was completed on April 4, 2025. During the three months ended June 30, 2025, the fleet upgrade resulted in higher efficiency Antminer S21+ miners, which improved Bitcoin Mining operations.

On April 1, 2025, pursuant to the MCSA and MMSA, ABTC entered into service orders with Hut 8 to host its Bitcoin miners at each of the three sites listed above, Alpha, Medicine Hat and Salt Creek. ABTC subsequently entered into a service order with Hut 8 to host additional Bitcoin miners at Hut 8’s Vega site, starting in August 2025.

Key Factors Affecting ABTC’s Performance

Price of Bitcoin

ABTC’s business is heavily dependent on the price of Bitcoin, which is traded globally and has historically experienced significant volatility. ABTC generates revenue from Bitcoin rewards that it earns through third-party mining pool operators. ABTC may also acquire Bitcoin through at-market purchases to further build its strategic reserve. ABTC adopted ASU 2023-08, effective January 1, 2022. Under ASU 2023-08, Intangibles-Goodwill and Other-Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets, Bitcoin is revalued at fair value at the end of each reporting period, with changes to fair value recognized in net income. As a result, fluctuations in the price of Bitcoin may significantly impact ABTC’s results of operations.

Bitcoin network difficulty and hashrate

ABTC’s business is not only impacted by the volatility in Bitcoin prices, but also by increases in the competition for Bitcoin production. This increased competition results from growth in network hashrate, driven by the overall quantity and quality of miners working to solve blocks on the Bitcoin blockchain, and the difficulty index associated with the secure hashing algorithm employed in solving the blocks. Increased difficulty reduces the mining proceeds of the equipment proportionally and eventually requires Bitcoin miners like ABTC to upgrade their equipment to remain profitable and compete effectively with other miners. Conversely, a decline in network hashrate results in a decrease in difficulty, increasing mining proceeds and profitability.

Block reward and halving

The current Bitcoin reward for solving a block is 3.125 Bitcoin. The Bitcoin network is programmed such that the Bitcoin block reward is halved every 210,000 blocks mined, or approximately every four years. These events are referred to as halving events. This reduction in reward spreads out the release of Bitcoin over a long period of time as fewer Bitcoin are mined with each halving. Bitcoin halving events impact the number of Bitcoin ABTC mines which, in turn, may have a potential impact on ABTC’s results of operations. The last halving event occurred in April 2024, and the next halving event is expected to occur in 2028.

Power Costs

Power costs are a significant component of ABTC’s cost to mine a Bitcoin. Power costs can be highly volatile and sensitive to various factors outside of ABTC’s control. ABTC is subject to variable power prices and market rate fluctuations through its MCSA with Hut 8, through which power costs are incurred as a pass-through expense. Increased power costs impact the profitability of ABTC’s Bitcoin mining operations. See “Risk Factors—ABTC is subject to risks associated with its need for significant electrical power” in Exhibit 99.1 to the Current Report on Form 8-K filed on July 3, 2025.

Non-GAAP Financial Measures

In addition to ABTC’s results determined in accordance with U.S. GAAP, ABTC relies on Adjusted EBITDA to evaluate its business, measure performance, and make strategic decisions. Adjusted EBITDA is a non-GAAP financial measure. ABTC defines Adjusted EBITDA as net income (loss), adjusted for the impacts of interest expense, income tax provision or benefit, depreciation and amortization, gain or loss on derivatives, the removal of non-recurring transactions, gain or loss on sale of property and equipment, loss from discontinued operations, and stock-based compensation expense in the periods presented. You are encouraged to evaluate each of these adjustments and the reasons ABTC’s Board and management team consider them appropriate for supplemental analysis.

ABTC’s Board and management team use Adjusted EBITDA to assess its financial performance as it allows them to compare its operating performance on a consistent basis across periods by removing the effects of its capital structure (such as varying levels of interest expense and income), asset base (such as depreciation and amortization), and other items (such as non-recurring transactions mentioned above) that impact the comparability of financial results from period to period.

Net income (loss) is the U.S. GAAP measure most directly comparable to Adjusted EBITDA. In evaluating Adjusted EBITDA, you should be aware that in the future ABTC may incur expenses that are the same as or similar to some of the adjustments in such presentation. ABTC’s presentation of Adjusted EBITDA should not be construed as an inference that its future results will be unaffected by unusual or non-recurring items. There can be no assurance that ABTC will not modify the presentation of Adjusted EBITDA in the future, and any such modification may be material. Adjusted EBITDA has important limitations as an analytical tool and you should not consider Adjusted EBITDA in isolation or as a substitute for analysis of ABTC’s results as reported under U.S. GAAP. Because Adjusted EBITDA may be defined differently by other companies in ABTC’s industry, ABTC’s definition of this non-GAAP financial measure may not be comparable to similarly titled measures of other companies, thereby diminishing its utility.

For a reconciliation to ABTC’s most directly comparable financial measure calculated and presented in accordance with U.S. GAAP, please see “—Results of Operations” below.

Results of Operations

Three Months Ended June 30, 2025 and 2024


						Increase
(in thousands)			2024			(Decrease)
Revenue	30,285		$	13,913		$	16,372
Cost of revenue (exclusive of depreciation and amortization shown below)	15,337			11,638			3,699
Operating expenses (income):
Depreciation and amortization	9,951			6,353			3,598
General and administrative expenses	3,642			7,023			(3,381	)
(Gains) losses on digital assets	(3,037	)		71,842			(74,879	)
Total operating expenses (income)	10,556			85,218			(74,662	)
Operating income (loss)	4,392			(82,943	)		87,335
Other income (expense):
Interest expense	—			(2,565	)		2,565
Gain on derivatives	—			17,219			(17,219	)
Total other income	—			14,654			(14,654	)
Income (loss) from continuing operations before taxes	4,392			(68,289	)		72,681
Income tax (provision) benefit	(961	)		8,490			(9,451	)
Net income (loss) from continuing operations	3,431		$	(59,799	)	$	63,230
Loss from discontinued operations (net of income tax of nil and 0.5 million, respectively)	—			(1,262	)		1,262
Net income (loss)	3,431		$	(61,061	)	$	64,492
Other comprehensive (loss) income:
Foreign currency translation adjustments	—			(8,204	)		8,204
Total comprehensive income (loss)	3,431		$	(69,265	)	$	72,696

All values are in US Dollars.

Adjusted EBITDA reconciliation:


					Increase
(in thousands)		2024			(Decrease)
Net income (loss)	3,431	$	(61,061	)	$	64,492
Interest expense	—		2,565			(2,565	)
Income tax (benefit) provision	961		(8,490	)		9,451
Depreciation and amortization	9,951		6,353			3,598
Gain on derivatives	—		(17,219	)		17,219
Non-recurring transactions (1)	857		1,675			(818	)
Loss from discontinued operations (net of income tax of nil and 0.5 million, respectively)	—		1,262			(1,262	)
Stock-based compensation expense	—		2,453			(2,453	)
Adjusted EBITDA	15,200	$	(72,462	)	$	87,662

All values are in US Dollars.

^(1)^	Non-recurring transactions for the three months ended June 30,<br>2025 represent approximately $0.9 million of ABTC related transaction costs. Non-recurring transactions for the three months ended June<br>30, 2024 represent approximately $1.5 million of miner relocation costs and $0.2 million of restructuring costs.

Revenue

Revenue was $30.3 million and $13.9 million for the three months ended June 30, 2025 and 2024, respectively. This $16.4 million increase was primarily driven by increased mining efficiencies at the Medicine Hat and Salt Creek sites as a result of ABTC’s fleet upgrade, which involved the installation of higher-efficiency machines. The fleet upgrade led to an increase in the number of Bitcoin mined (308 Bitcoin mined during the three months ended June 30, 2025, versus 212 Bitcoin mined during the three months ended June 30, 2024). Additionally, there was an increase in the average revenue per Bitcoin mined from $65,731 to $98,425 due to an increase in the price of Bitcoin.

Cost of revenue

Cost of revenue was $15.3 million and $11.6 million for the three months ended June 30, 2025 and 2024, respectively. This $3.7 million increase was primarily driven by the increased uptime of miners and an increase in the cost per megawatt hour of power from $32.76 to $41.91.

Depreciation and amortization

Depreciation and amortization expense was $10.0 million and $6.4 million for the three months ended June 30, 2025 and 2024, respectively. The $3.6 million increase was primarily driven by increased depreciation due to ABTC’s fleet upgrade resulting in a larger depreciable asset base.

General and administrative expenses

General and administrative (“G&A”) expenses were $3.6 million and $7.0 million for the three months ended June 30, 2025 and 2024, respectively. The $3.4 million decrease in G&A expenses was primarily driven by a $2.5 decrease in stock-based compensation expense and an overall decrease in G&A expenses resulting from savings realized from the Shared Services Agreement with Hut 8, which began on April 1, 2025.

(Gains) losses on digital assets

Gains on digital assets were $3.0 million for the three months ended June 30, 2025, compared to losses on digital assets of $71.8 million for the three months ended June 30, 2024. On March 31, 2025, in connection with the Contributions, Hut 8’s strategic Bitcoin reserve remained with Parent. Therefore, immediately following the effectuation of the Contributions on March 31, 2025, ABTC had no Bitcoin in reserve. Starting April 1, 2025, ABTC began to build its own strategic Bitcoin reserve. The number of Bitcoin attributable to the quarter ended June 30, 2025 was 404 under ABTC as a standalone entity compared to 9,102 attributable to the quarter ended June 30, 2024. The gains on digital assets for the three months ended June 30, 2025 were due to the increase in Bitcoin price from approximately $82,534 as of March 31, 2025, to approximately $107,173 as of June 30, 2025. In contrast, the price of Bitcoin as of March 31, 2024, of approximately $71,289 decreased to approximately $62,668 as of June 30, 2024.

Other income

Other income was nil for the three months ended June 30, 2025, compared to other income of $14.6 million for the three months ended June 30, 2024. The $14.6 million of other income was comprised of a $17.2 million gain on derivatives related to ABTC’s Bitcoin redemption option and call options, which was partially offset by $2.6 million of interest expense for the three months ended June 30, 2024, compared to no other income for the three months ended June 30, 2025 as ABTC had no debt or derivatives in the period.

Income tax (provision) benefit

ABTC’s income tax provision was $1.0 million for the three months ended June 30, 2025, compared to an income tax benefit of $8.5 million for the three months ended June 30, 2024. This $9.5 million increase was primarily due to deferred taxes related to the gains on digital assets for the three months ended June 30, 2025.

Results of Operations

Six Months Ended June 30, 2025 and 2024


						Increase
(in thousands)			2024			(Decrease)
Revenue	42,623		$	44,270		$	(1,647	)
Cost of revenue (exclusive of depreciation and amortization shown below)	26,988			28,448			(1,460	)
Operating expenses (income):
Depreciation and amortization	16,375			13,478			2,897
General and administrative expenses	18,010			18,829			(819	)
Losses (gains) on digital assets	109,357			(202,698	)		312,055
Loss on sale of property and equipment	2,454			—			2,454
Total operating expenses (income)	146,196			(170,391	)		316,587
Operating (loss) income	(130,561	)		186,213			(316,774	)
Other income (expense):
Interest expense	—			(3,861	)		3,861
Gain on derivatives	20,862			17,219			3,643
Total other income	20,862			13,358			7,504
(Loss) income from continuing operations before taxes	(109,699	)		199,571			(309,270	)
Income tax benefit (provision)	12,507			(25,406	)		37,913
Net (loss) income from continuing operations	(97,192	)	$	174,165		$	(271,357	)
Loss from discontinued operations (net of income tax of nil and 1.6 million, respectively)	—			(4,816	)		4,816
Net (loss) income	(97,192	)	$	169,349		$	(266,541	)
Other comprehensive (loss) income:
Foreign currency translation adjustments	4,467			(23,341	)		27,808
Total comprehensive (loss) income	(92,725	)	$	146,008		$	(238,733	)

All values are in US Dollars.

Adjusted EBITDA reconciliation:


						Increase
(in thousands)			2024			(Decrease)
Net (loss) income	(97,192	)	$	169,349		$	(266,541	)
Interest expense	—			3,861			(3,861	)
Income tax (benefit) provision	(12,507	)		25,406			(37,913	)
Depreciation and amortization	16,375			13,477			2,898
Loss on sale of property and equipment	2,454			—			2,454
Gain on derivatives	(20,862	)		(17,219	)		(3,643	)
Non-recurring transactions (1)	2,239			2,411			(172	)
Loss from discontinued operations (net of income tax of nil and 1.6 million, respectively)	—			4,816			(4,816	)
Stock-based compensation expense	2,145			5,092			(2,947	)
Adjusted EBITDA	(107,348	)	$	207,193		$	(314,541	)

All values are in US Dollars.

^(1)^	Non-recurring transactions for the six months ended June 30,<br>2025 represented approximately $2.2 million of ABTC related transaction costs. Non-recurring transactions for the six months ended<br>June 30, 2024 represented approximately $1.5 million of miner relocation costs and $0.9 million of restructuring costs.

Revenue

Revenue was $42.6 million and $44.3 million for the six months ended June 30, 2025 and 2024, respectively. This $1.7 million decrease was primarily driven by a decrease in Bitcoin mined (443 Bitcoin mined during the six months ended June 30, 2025, versus 803 Bitcoin mined during the six months ended June 30, 2024). The decrease in Bitcoin mined was due to reduced uptime at the Medicine Hat and Salt Creek sites during February and March 2025 in order to complete the fleet upgrade. The decrease was also due to an increase in network difficulty and the halving event in April 2024. These decreases in Bitcoin mining revenue were partially offset by an increase in the average revenue per Bitcoin mined from $55,105 to $96,321 due to an increase in the price of Bitcoin.

Cost of revenue

Cost of revenue was $27.0 million and $28.4 million for the six months ended June 30, 2025 and 2024, respectively. This $1.4 million decrease was primarily driven by the termination of the third-party hosting agreement at the Kearney and Granbury sites in March 2024, which had a higher variable hosting fee, as well as reduced uptime of the miners at the Medicine Hat and Salt Creek sites in order to complete the fleet upgrade.

Depreciation and amortization

Depreciation and amortization expense was $16.4 million and $13.5 million for the six months ended June 30, 2025 and 2024, respectively. The $2.9 million increase was primarily driven by increased depreciation due to the fleet upgrade resulting in a higher depreciable asset base.

General and administrative expenses

G&A expenses were $18.0 million and $18.8 million for the six months ended June 30, 2025 and 2024, respectively. The $0.8 million decrease in G&A expenses was driven by an overall decrease in G&A expenses resulting from savings realized from the Shared Services Agreement with Hut 8, which began on April 1, 2025.

Loss (gains) on digital assets

Loss on digital assets was $109.4 million for the six months ended June 30, 2025, compared to gains on digital assets of $202.7 million for the six months ended June 30, 2024. On March 31, 2025, in connection with the Contributions, Hut 8’s strategic Bitcoin reserve remained with Parent. Therefore, immediately following the effectuation of the Contributions on March 31, 2025, ABTC had no Bitcoin in reserve. Starting April 1, 2025, ABTC began to build its own strategic Bitcoin reserve. The loss on digital assets for the six months ended June 30, 2025 was primarily due this decrease in Bitcoin held by ABTC (10,171 Bitcoin held as of December 31, 2024 compared to 404 Bitcoin held as of June 30, 2025). This was slightly offset by increased Bitcoin prices from approximately $93,354 as of December 31, 2024 to approximately $107,173 as of June 30, 2025. In contrast, gains of $202.7 million for the six months ended June 30, 2024, were due to the increase in the price of Bitcoin. The price of Bitcoin as of December 31, 2023, of approximately $42,288 increased to approximately $62,668 as of June 30, 2024.

Other income

Other income was $20.9 million and $13.4 million for the six months ended June 30, 2025 and 2024, respectively. This $7.5 million increase was primarily driven by an increase of $3.6 million in gain on derivatives related to the Bitcoin redemption option and call options and a decrease of $3.6 million in interest expense due to ABTC no longer incurring interest expense after March 31, 2025, as a result of the Contributions.

Income tax benefit (provision)

Income tax benefit was $12.5 million for the six months ended June 30, 2025, compared to an income tax provision of $25.4 million for the six months ended June 30, 2024. The decrease in income tax provision was primarily due to deferred taxes related to the losses on digital assets for the six months ended June 30, 2025.

Loss from discontinued operations

Loss from discontinued operations was nil and $4.8 million for the six months ended June 30, 2025 and 2024, respectively. On March 6, 2024, ABTC announced the closure of its Drumheller site in Alberta, Canada in connection with restructuring and optimization initiatives designed to strengthen financial performance. Of the $4.8 million loss related to the closure of the Drumheller site, $3.1 million was a result of the impairment of the long-term asset and $3.3 million loss was from other operational activities. These losses were partially offset by a $1.6 million income tax benefit.

Liquidity andCapital Resources

Historically, ABTC’s primary sources of liquidity included cash from Hut 8, proceeds from sales of Bitcoin, Hut 8’s strategic Bitcoin reserve, and capital raised from investors.

Subsequent to the effectuation of the Contributions on March 31, 2025, ABTC’s primary sources of liquidity include cash, capital raised from investors, and its strategic Bitcoin reserve, which ABTC started to accumulate following the effectiveness of the Contributions on March 31, 2025. ABTC’s primary cash needs are for working capital to support its operations, equipment financing, including the purchase of additional Bitcoin miners through the ABTC Bitmain Purchase Agreement, and to pursue open-market Bitcoin purchases.

On June 27, 2025, ABTC issued and sold 11,002,954 shares of its Class A common stock for aggregate gross proceeds in cash and Bitcoin of approximately $220.1 million, and aggregate net proceeds of approximately $215.3 million after deducting certain fees and expenses incurred in connection with the issuance, including aggregate commissions of $4.8 million. $10.0 million worth of the shares were sold for consideration of Bitcoin in lieu of cash at an exchange rate of one Bitcoin to $104,000. During the period from July 1, 2025, to September 2, 2025, ABTC used $205.6 million of these proceeds to purchase approximately 1,726 Bitcoin at a weighted average price of approximately $119,120.

ABTC’s ability to meet its anticipated cash requirements will depend on various factors including its ability to maintain its existing business, compete with existing and new competitors in existing and new markets and offerings, pursue strategic transactions, access capital markets, and respond to global and domestic economic, geopolitical, social conditions and their impact on demand for ABTC’s offerings.

ABTC believes that cash flows generated from capital raised from investors and its strategic Bitcoin reserve will meet its anticipated cash requirements in the short-term and long-term.

Cash Flows

The following table summarizes ABTC’s cash flows for the six months ended June 30, 2025 and June 30, 2024:

	Six Months Ended
	June 30,
(in USD thousands)	2025			2024
Cash flows used in operating activities	$	(44,003	)	$	(28,592	)
Cash flows provided by investing activities	$	5,992		$	48,973
Cash flows provided by (used in) financing activities	$	243,936		$	(20,381	)

Operating Activities

Net cash used in operating activities was $44.0 million for the six months ended June 30, 2025, resulting from a net loss of $97.2 million, offset by the deduction of non-cash adjustments of $48.1 million and favorable changes in assets and liabilities of $5.1 million. Net cash used in operating activities was $28.6 million for the six months ended June 30, 2024, resulting from net income of $169.3 million, offset by non-cash adjustments of $195.5 million and unfavorable changes in assets and liabilities of $2.4 million.

Investing Activities

Net cash provided by investing activities totaled $6.0 million for the six months ended June 30, 2025, primarily consisting of $3.4 million in proceeds from Bitcoin sales, and $2.6 million in proceeds from the sale of property and equipment. Net cash provided by investing activities totaled $49.0 million for the six months ended June 30, 2024, consisting of $51.3 million in proceeds from Bitcoin sales, partially offset by $2.3 million in purchases of property and equipment.

Financing Activities

Net cash provided by financing activities was $243.9 million for the six months ended June 30, 2025, which was primarily a result of $955.2 million from the effectuation of the Contributions on March 31, 2025, and $205.3 million from a June 2025 private placement proceeds from the issuance of shares, net of fees, partially offset by the issuance of shares in accordance with the Contributions to Hut 8 of $115.8 million and to settle the net Parent investment from Hut 8 of $800.8 million. Net cash used in financing activities was $20.4 million for the six months ended June 30, 2024, primarily consisting of $9.8 million in loan repayments and $10.6 million of net Parent investment to Hut 8.

Critical Accounting Policies and Estimates

ABTC’s management’s discussion and analysis of its financial condition and results of operations is based on ABTC’s condensed and combined financial statements ended December 31, 2024 and June 30, 2025, included in Exhibit 99.1 to the Current Report on Form 8-K filed on July 3, 2025, and Exhibit 99.2 to the Current Report, respectively, which have been prepared in accordance with U.S. GAAP and require management to make estimates and assumptions that affect the reported amounts of assets and liabilities, contingent assets and liabilities, each as of the date of the condensed and combined financial statements, and revenues and expenses during the periods presented. On an ongoing basis, ABTC’s management evaluates these estimates and assumptions, and the effects of any such revisions are reflected in the combined financial statements in the period in which they are determined to be necessary. Actual outcomes could differ materially from those estimates in a manner that could have a material effect on ABTC’s condensed and combined financial statements. Set forth below are the policies and estimates that ABTC has identified as critical to its business operations and understanding its results of operations, based on the high degree of judgment utilized or complexity in their application.

While ABTC’s significant accounting policies are described in more detail in Note 2. Significant Accounting Policies andRecent Accounting Pronouncements to ABTC’s condensed and combined financial statements for the period ended December 31, 2024, and Note 2. Significant Accounting Policies and Recent Accounting Pronouncements to ABTC’s condensed and combined financial statements for the period ended June 30, 2025, included in Exhibit 99.2 to the Current Report, ABTC believes the following accounting policies and estimates to be the most critical to fully understand and evaluate this management discussion and analysis:

●	use of estimates;
●	fair value measurement;
---	---
●	digital assets;
---	---
●	property and equipment, net;
---	---
●	impairment of long-lived assets;
---	---
●	impairment of goodwill;
---	---
●	derivatives;
---	---
●	segment reporting;
---	---
●	revenue recognition;
---	---
●	cost of revenues (exclusive of depreciation and amortization);
---	---
●	stock based compensation;
---	---
●	income taxes;
---	---
●	foreign currency;
---	---
●	business combinations; and
---	---
●	Hut 8 net investment.
---	---

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and accompanying notes.

Future events and their effects cannot be determined with absolute certainty. Therefore, the determination of estimates requires the exercise of judgment. Actual results inevitably will differ from those estimates, and such differences may be material to the financial statements. The most significant accounting estimates inherent in the preparation of ABTC’s financial statements include estimates associated with revenue recognition, determining the useful lives and recoverability of long-lived assets, goodwill, impairment analysis digital assets, allocation of costs, derivatives, stock based compensation, and current and deferred income tax assets (including the associated valuation allowance) and liabilities.

Regulatory Update

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted into law, which includes a broad range of tax reform provisions, including extending and modifying certain key Tax Cuts and Jobs Act provisions (both domestic and international), and provisions allowing accelerated tax deductions for qualified property and research expenditures. ABTC is currently evaluating the potential impacts that the OBBBA may have on its financial position.

Quantitative and Qualitative Disclosures About Market Risk

Market Price Risk of Bitcoin

ABTC holds a significant amount of Bitcoin and intends to accumulate additional Bitcoin; therefore, ABTC is exposed to the impact of market price changes in Bitcoin. As of June 30, 2025, ABTC held 404 Bitcoin, and the fair value of a single Bitcoin was approximately $107,173. Therefore, the fair value of ABTC’s Bitcoin holdings as of June 30, 2025, was approximately $43.3 million. Declines in the fair market value of Bitcoin will impact the mark-to-market adjustments ABTC records every reporting period, as well as the cash value that would be realized if ABTC were to sell Bitcoin for cash, therefore having a negative impact on ABTC’s liquidity.

Custodian Risk

ABTC’s holds Bitcoin with third-party custodians that ABTC selects based on various factors, including their financial strength, security measures, insurance coverage and industry reputation. ABTC has also pledged Bitcoin as collateral in transactions with counterparties who hold ABTC’s Bitcoin in their own wallets. Custodian risk refers to the potential loss, theft, or misappropriation of ABTC’s Bitcoin assets due to operational failures, cybersecurity breaches, or financial difficulties experienced by these third parties. Although ABTC periodically monitors the financial health, insurance coverage, and security measures of its custodians and counterparties, reliance on such third parties inherently exposes ABTC to risks that it cannot fully mitigate.

Credit Risk

Credit risk arises from ABTC’s practice of pledging Bitcoin as collateral in transactions with counterparties. ABTC mitigates this risk by engaging with counterparties that it believes possess strong creditworthiness based on their size, credit quality, and reputation, among other factors. During the six months ended June 30, 2025, ABTC has not incurred any material loss from such transactions. However, there remains a risk that a counterparty could default on its obligations to ABTC, which might result in a material loss. ABTC continually assesses the credit risk associated with its counterparties and, if necessary, recognizes a loss provision or write-down. Credit risk also arises from ABTC placing its cash and demand deposits in financial institutions. Although ABTC strives to limit its exposure by placing cash and demand deposits with financial institutions with a high credit standing, there can be no assurances that ABTC is able to mitigate its credit risk.

Interest Rate Risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. ABTC may receive loans from Hut 8 or other lenders in which changes in market interest rates could affect ABTC’s operations over certain periods.

Tariff Risk

Changes in government and economic policies, incentives, or tariffs may also have an impact on Bitcoin mining equipment that ABTC imports. While the final scope and application of recently announced changes in U.S. trade policy remains uncertain at this time, higher tariffs on imports and subsequent retaliatory tariffs could adversely impact ABTC’s ability to import equipment at levels that are cost effective. ABTC plans to adjust accordingly to such developments.

Exhibit 99.2

AmericanBitcoin Corp.

Condensedand Combined Balance Sheets

(inUSD thousands, except share and per share data)

		Audited Condensed Combined
		December 31,
		2024
Assets
Current assets
Cash	205,925	$	-
Deposits and prepaid expenses	-		42,650
Derivative asset	-		18,076
Digital assets – pledged for miner purchase, current portion	-		92,389
Total current assets	205,925		153,115
Non-current assets
Digital assets – held in custody	43,322		525,236
Digital assets – pledged as collateral, less current portion	-		331,876
Property and equipment, net	116,423		43,089
Operating lease right-of-use-asset	46,475		-
Goodwill	-		53,082
Total non-current assets	206,220		953,283
Total assets	412,145	$	1,106,398
Liabilities and stockholders’ equity
Current liabilities
Accounts payable and accrued expenses	-	$	31,012
Due to Parent	16,774		-
Derivative liability	-		18,437
Income tax payable	-		889
Operating lease liability, current<br> portion	10,923		-
Total current liabilities	27,697		50,338
Non-current liabilities
Deferred tax liabilities	6,317		40,993
Operating lease liability, less current portion	38,406		-
Total non-current liabilities	44,723		40,993
Total liabilities	72,420	$	91,331
Commitments and contingencies (Note 13)
Stockholders’ equity
Common stock, 0.0001 par value; 1,100,000,000 shares authorized as of June 30, 2025; 11,002,954 shares of Class A common stock and 50,500,000 shares of Class B common stock issued and outstanding as of June 30, 2025	6		-
Additional paid-in capital	336,288		-
Retained earnings	3,431		-
Accumulated other comprehensive loss	-		(48,347	)
Former net Parent investment	-		1,063,414
Total stockholders’ equity	339,725		1,015,067
Total liabilities and stockholders’ equity	412,145	$	1,106,398

All values are in US Dollars.

See accompanying Notes to Unaudited Condensed and Combined Financial Statements.

AmericanBitcoin Corp.

Condensedand Combined Statements of Operations and Comprehensive Income (Loss)

(inUSD thousands, except share and per share data)

						Six Months Ended
						June 30,
			2024			2025			2024
Revenue	30,285		$	13,913		$	42,623		$	44,270
Cost of revenue (exclusive of depreciation and amortization shown below)	15,337			11,638			26,988			28,448
Operating expenses (income):
Depreciation and amortization	9,951			6,353			16,375			13,478
General and administrative expenses	3,642			7,023			18,010			18,829
Loss on sale of property and equipment	-			-			2,454			-
(Gains) losses on digital assets	(3,037	)		71,842			109,357			(202,698	)
Total operating expenses (income)	10,556			85,218			146,196			(170,391	)
Operating income (loss)	4,392			(82,943	)		(130,561	)		186,213
Other income (expense):
Interest expense	-			(2,565	)		-			(3,861	)
Gain on derivatives	-			17,219			20,862			17,219
Total other income	-			14,654			20,862			13,358
Net income (loss) from continuing operations before taxes	4,392			(68,289	)		(109,699	)		199,571
Income tax (provision) benefit	(961	)		8,490			12,507			(25,406	)
Net income (loss) from continuing operations	3,431			(59,799	)		(97,192	)		174,165
Loss from discontinued operations (net of income tax benefit of nil, nil, nil and 1.6 million, respectively)	-			(1,262	)		-			(4,816	)
Net income (loss)	3,431		$	(61,061	)	$	(97,192	)	$	169,349
Other comprehensive (loss) income:
Foreign currency translation adjustments	-			(8,204	)		4,467			(23,341	)
Total comprehensive income (loss)	3,431		$	(69,265	)	$	(92,725	)	$	146,008

All values are in US Dollars.

See accompanying Notes to Unaudited Condensed and Combined Financial Statements.

AmericanBitcoin Corp.

Condensedand Combined Statements of Stockholders’ Equity

(inUSD thousands, except share and per share data)

SixMonths Ended June 30, 2024

					Additional		Retained Earnings		Accumulated Other						Total
	Common Stock				Paid-in		(Accumulated		Comprehensive			Former Parent			Stockholders’
	Shares		Amount		Capital		Deficit)		Income (Loss)			Net Investment			Equity
Balance, December 31, 2023		-	$	-	$	-		-	$	10,997		$	462,787		$	473,784
Net income		-		-		-		-		-			230,410			230,410
Net transfers from Parent		-		-		-		-		-			7,735			7,735
Foreign currency translation adjustments		-		-		-		-		(15,137	)		-			(15,137	)
Balance, March 31, 2024		-	$	-	$	-	$	-	$	(4,140	)	$	700,932		$	696,792
Net loss		-		-		-		-					(61,061	)		(61,061	)
Net transfers from Parent		-		-		-		-		-			(13,236	)		(13,236	)
Foreign currency translation adjustments		-		-		-		-		(8,204	)		-			(8,204	)
Balance, June 30 2024		-	$	-	$	-	$	-	$	(12,345	)	$	626,635		$	614,290
Six Months Ended June 30, 2025
Balance, December 31, 2024		-	$	-	$	-	$	-	$	(48,347	)	$	1,063,414		$	1,015,067
Net loss^(a)^		-		-		-		-		-			(100,623	)		(100,623	)
Net transfers from Parent		-		-		-		-		-			(798,687	)		(798,687	)
Foreign currency translation adjustments		-		-		-		-		4,467			-			4,467
Disposition of cumulative translation adjustment		-		-		-		-		43,880			(48,347	)		(4,467	)
Issuance of shares at separation		50,500,000		5		115,752		-		-			(115,757	)		-
Balance, March 31, 2025		50,500,000	$	5	$	115,752	$	-	$	-		$	-		$	115,757
Net income		-		-		-		3,431		-			-			3,431
Contribution from Parent		-		-		5,262		-		-			-			5,262
Issuance of shares		11,002,954		1		215,274		-		-			-			215,275
Balance, June 30, 2025		61,502,954	$	6	$	336,288	$	3,431	$	-		$	-		$	339,725
(a)	Net<br>loss from January 1, 2025 through March 31, 2025 is attributed to Parent as it was the sole shareholder prior to March 31, 2025.
---	---

See accompanying Notes to Unaudited Condensed and Combined Financial Statements.

AmericanBitcoin Corp.

Condensedand Combined Statements of Cash Flows

(inUSD thousands)

	Unaudited Condensed			Unaudited Condensed Combined
	Six Months Ended			Six Months Ended
	June 30,			June 30,
	2025			2024
Operating activities
Net (loss) income	$	(97,192	)	$	169,349
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization		16,375			13,478
Non-cash lease expense		140			-
Stock-based compensation		2,145			5,092
Bitcoin mining revenue		(42,623	)		(44,270	)
Losses (gains) on digital assets		109,357			(202,698	)
Deferred tax assets and liabilities		(18,928	)		25,662
Gain on derivatives		(20,862	)		-
Loss on sale of property and equipment		2,454			-
Amortization of debt discount		-			2,403
Loss on discontinued operations		-			4,816
Changes in assets and liabilities:
Due to Parent		19,488			-
Deposits and prepaid expenses		-			4,845
Income taxes payable - current		(889	)		(18	)
Accounts payable and accrued expenses		(13,468	)		(7,251	)
Net cash used in operating activities		(44,003	)		(28,592	)
Investing activities
Proceeds from sale of digital assets		3,429			51,318
Proceeds from sale of property and equipment		2,563			-
Purchases of property and equipment		-			(2,345	)
Net cash provided by investing activities		5,992			48,973
Financing activities
Repayment from loans payable		-			(9,788	)
Legal contribution of mining operations to ABTC		955,246			-
Distribution to Parent		(115,752	)		-
Proceeds from issuance of shares, net of fees		205,274			-
Net Parent investment		(800,832	)		(10,593	)
Net cash provided by (used in) financing activities		243,936			(20,381	)
Net increase in cash		205,925			-
Cash, beginning of period		-			-
Cash and restricted cash, end of period	$	205,925		$	-

See accompanying Notes to Unaudited Condensed and Combined Financial Statements.

Note 1. Description of business, the transactions andbasis of presentation

Description of business

American Bitcoin Corp. (“ABTC”), formerly known as American Data Centers Inc., is a Bitcoin mining company that was incorporated in the state of Delaware in November 2024. On March 31, 2025, through the Transactions (as defined below), ABTC became a majority-owned subsidiary of Hut 8 Corp. (including its consolidated subsidiaries, “Parent”). ABTC did not historically operate as a standalone company. Unless otherwise indicated, ABTC’s results of operations prior to April 1, 2025, reflected herein refer to Parent’s Bitcoin mining operations, represented by the “Bitcoin mining” sub-segment of Parent’s “Compute” segment. See “Basis of presentation” below. The business of ABTC is (i) the operation of application-specific integrated circuit (“ASIC”) miners for the purpose of mining Bitcoin and (ii) the strategic accumulation of a Bitcoin reserve.

The Transactions

Transaction with American Data Centers Inc.

On March 31, 2025, Parent, American Data Centers Inc. (“ADC”), and the stockholders of ADC entered into a Contribution and Stock Purchase Agreement (the “Agreement”), pursuant to which Parent contributed to ADC substantially all of Parent’s wholly-owned ASIC miners, representing the business of ABTC, in exchange for newly issued Class B Common Stock of ADC, representing 80% of the total and combined voting power and 80% of the issued and outstanding equity interests of ADC after giving effect to the issuance (the “Transactions”). In connection with the Transactions, ADC was renamed American Bitcoin Corp. and became a majority-owned subsidiary of Parent. The Transactions did not meet the business combination criteria under FASB ASC Topic 805, Business Combinations. The net book value of the assets contributed by ABTC was $121.1 million. Parent recorded a non-cash asset contribution expense of $22.8 million related to the non-controlling interest portion of the ASIC miners that were contributed. Parent incurred $1.6 million in transaction costs related to the Transactions.

The Transactions were effectuated as follows:

On March 14, 2025, Parent created American Bitcoin Holdings LLC (“ABH”), a wholly-owned subsidiary, and on March 30, 2025, transferred substantially all of Parent’s wholly-owned ASIC miners to ABH as a transfer under common control. On March 31, 2025, under the Agreement, ABH acquired shares of Class B Common Stock of ADC representing 80% of the total and combined voting power and 80% of the issued and outstanding equity interests of ADC in exchange for ABH’s ASIC miners, representing the business of ABTC. In connection with the Transactions, ADC was renamed American Bitcoin Corp.

In connection with the Transactions, Parent and ABTC entered into a Master Services Agreement and a Master Colocation Services Agreement providing for Parent and its personnel to perform day-to-day commercial and operational management services and ASIC colocation services to ABTC, respectively, in each case on an exclusive basis for so long as such agreements remain in effect. Parent and ABTC also entered into a Shared Services Agreement, pursuant to which Parent and its personnel would provide back-office support services to ABTC.

The following table presents a reconciliation of the unaudited condensed combined balance sheet of ABTC as of March 31, 2025, prior to the effectiveness of the Transactions, and the unaudited condensed balance sheet of ABTC as of March 31, 2025, following the effectiveness Transactions:

	ABTC’s Combined <br> Balance<br><br> Sheet as of<br><br> March 31,<br><br> 2025			Legal<br><br> Contribution			ABTC’s Balance<br><br> Sheet as of<br><br> March 31,<br><br> 2025
Assets
Current assets
Deposits and prepaid expenses	$	36,920		$	(36,920	)	$	-
Derivative assets		21,397			(21,397	)		-
Digital assets - pledged for miner purchase		79,893			(79,893	)		-
Total current assets		138,210			(138,210	)		-
Non-current assets
Digital assets - held in custody		597,743			(597,743	)		-
Digital assets – pledged as collateral		169,608			(169,608	)		-
Property and equipment, net		123,079			(1,967	)		121,112
Goodwill		53,169			(53,169	)		-
Total non-current assets		943,599			(822,487	)		121,112
Total assets	$	1,081,809		$	(960,697	)	$	121,112
Liabilities and equity
Current liabilities
Accounts payable and accrued expenses	$	108,235		$	(108,235	)	$	-
Derivative liability		896			(896	)		-
Income tax payable		19			(19	)		-
Total current liabilities		109,150			(109,150	)		-
Non-current liabilities
Deferred tax liability		21,103			(15,748	)		5,355
Total liabilities		130,253			(124,898	)		5,355
Stockholders’ equity
Parent net investment		995,436			(995,436	)		-
Common Stock		-			5			5
Additional paid-in capital		-			115,752			115,752
Accumulated other comprehensive income		(43,880	)		43,880			-
Total stockholders’ equity		951,556			(835,799	)		115,757
Total liabilities and stockholders’ equity	$	1,081,809		$	(960,697	)	$	121,112

Transaction with Gryphon Digital Mining,Inc.

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 (“Merger Sub Inc.”), GDM Merger Sub II LLC, a Delaware limited liability company and wholly owned direct subsidiary of Gryphon (“Merger Sub LLC”), and ABTC entered into an Agreement and Plan of Merger (the “Merger Agreement” and such transactions, the “Mergers”). Following the Mergers, Gryphon will be renamed American Bitcoin Corp. (the “Combined Company”) and ABTC’s business is expected to be the business of the Combined Company.

Following the closing of the transactions contemplated by the Merger Agreement, including the Mergers, (i) the aggregate number of shares of ABTC Class A common stock and Class B common stock issued to ABTC equity holders as consideration for the Merger is expected to represent approximately 98% of the outstanding equity interests of the Combined Company, on a fully diluted basis, and (ii) Gryphon equity holders are expected to own approximately 2.0% of the outstanding equity interests of the Combined Company, on a fully diluted basis, after their shares of Gryphon common stock are reclassified into shares of Combined Company Class A common stock.

Basis of presentation

Until the effectiveness of the Transactions on March 31, 2025, ABTC’s operations were historically operated as the “Bitcoin mining” sub-segment of Parent’s “Compute” segment and not as a standalone company. ABTC’s Condensed Combined Financial Statements, representing the historical assets, liabilities, operations and cash flows directly attributable to ABTC have been prepared on a carve-out basis through the use of a management approach from Parent’s consolidated financial statements and accounting records and are presented on a stand-alone basis as if the operations have been conducted independently from Parent. Historically, separate financial statements have not been prepared for ABTC and it has not operated as a standalone business from Parent.

Following the effectiveness of the Transactions on March 31, 2025, ABTC began operating as a standalone entity with its own accounting and financial records. ABTC’s condensed balance sheet as of June 30, 2025, reflects the assets and liabilities that ABTC directly owns or is legally obligated to satisfy post-Transactions. Following the effectiveness of the Transactions on March 31, 2025, starting April 1, 2025, ABTC’s results of operations are the results directly attributed to its standalone operations rather than the Bitcoin mining operations of Parent.

Prior to the effectiveness of the Transactions on March 31, 2025, all revenues and costs, as well as assets and liabilities directly associated with what was historically Parent’s Bitcoin mining activities were included in ABTC’s unaudited condensed and combined financial statements, including Parent’s strategic Bitcoin reserve (which remained with Parent following the effectiveness of the Transactions). Additional costs allocated to ABTC include corporate general and administrative expenses which consisted of various categories, including but not limited to: employee compensation and benefits, professional services, facilities and corporate office expenses, information technology, interest expenses, and share-based compensation. The corporate and general administrative expenses allocated were primarily based on a percentage of revenue basis that was considered to be a reasonable reflection of the utilization of the services provided or benefit received during the periods presented, depending on the nature of the service received. Management believes the assumptions underlying ABTC’s unaudited condensed and combined financial statements, including the expense methodology and resulting allocation, are reasonable for all periods presented. However, the allocations may not include all of the actual expenses that would have been incurred by ABTC and may not reflect its results of operations, financial position and cash flows had it been a standalone company during the periods presented. Actual costs that might have been incurred had ABTC been a standalone company would depend on a number of factors, including its organizational structure, what corporate functions ABTC might have performed directly or outsourced, and strategic decisions ABTC might have made in areas such as executive management, legal and other professional services, and certain corporate overhead functions. These costs also may not be indicative of the expenses that ABTC will incur in the future or would have incurred if ABTC had obtained these services from a third party.

Prior to the effectiveness of the Transactions on March 31, 2025, all intracompany transactions within ABTC have been eliminated. All intercompany transactions between ABTC and Parent are considered to be effectively settled in ABTC’s unaudited condensed and combined financial statements at the time the transactions are recorded. The total net effect of these intercompany transactions considered to be settled is reflected in the unaudited condensed and combined statement of cash flows within financing activities and in the unaudited condensed balance sheets as net Parent investment. At March 31, 2025, as described in the description of the Transactions above, the total net Parent investment has been settled.

Prior to the effectiveness of the Transactions on March 31, 2025, ABTC’s equity balance in its unaudited condensed and combined financial statements represents the excess of total liabilities over assets. Net Parent investment is primarily impacted by contributions from Parent which are the result of net funding provided by or distributed to Parent.

Prior to the effectiveness of the Transactions on March 31, 2025, cash was managed through bank accounts controlled and maintained by Parent. ABTC did not have legal ownership of any bank accounts containing cash balances prior to March 31, 2025. As such, cash held in commingled accounts with Parent is presented within net Parent investment on the unaudited condensed balance sheets. Subsequent to March 31, 2025, ABTC has set up its own legally separate bank accounts to directly settle its liabilities and to manage its own cash.

Prior to the effectiveness of the Transactions on March 31, 2025, ABTC was not a co-obligor on Parent’s third-party, long-term debt obligations nor was ABTC expected to pay any portion of Parent’s third-party, long-term debt. However, proceeds from Parent’s third-party debts were used to finance ABTC’s purchase of ASICs or directly used for Bitcoin mining-related activities and were included in ABTC’s unaudited condensed and combined financial statements. While ABTC is not a legal obligor, certain Bitcoin mining assets of ABTC were pledged as collateral as disclosed in Note 4. Following the effectiveness of the Transactions on March 31, 2025, ABTC is no longer connected to any of Parent’s third-part debt obligations.

The accompanying unaudited condensed and combined financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial reporting. While these statements reflect all normal recurring adjustments which are, in the opinion of management, necessary for fair presentation of the results of the interim period, they do not include all the information and footnotes required by GAAP for complete financial statements. As such, the information included in these unaudited condensed and combined financial statements should be read in conjunction with the ABTC’s combined annual financial statements for the year-ended December 31, 2024 and 2023, and related notes included therewith.

Interim results are not necessarily indicative of results for a full year.

The U.S. Dollar is the functional and presentation currency of ABTC.

Significant accounting policies followed by ABTC in the preparation of the accompanying Unaudited Condensed and Combined Financial Statements are summarized below.

Note 2. Significant accounting policies and recent accountingpronouncements

Recent accounting pronouncements

ABTC continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects ABTC’s financial reporting, ABTC undertakes a study to determine the consequences of the change to its unaudited condensed and combined financial statements and ensures that there are proper controls in place to ascertain that ABTC’s unaudited condensed and combined financial statements properly reflect the change.

In January 2025, the Financial Accounting Standards Board (“FASB”) issued Update ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense DisaggregationDisclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). ASU 2025-01 was issued to clarify the effective date for Update ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). ASU 2024-03 requires public business entities to provide additional disclosures in the notes to financial statements, disaggregating specific expense categories within relevant income statement captions. The prescribed categories include purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depreciation, depletion, and amortization related to oil-and-gas producing activities. ASU 2024-03 is effective for the first annual reporting period beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. ABTC is currently assessing the impact of adopting the standard.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”) to enhance transparency in income tax reporting. ASU 2023-09 requires public business entities to disclose more detailed information about the nature and composition of deferred tax assets and liabilities, including the impact of tax law changes on current taxes payable. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. ABTC is currently assessing the impact of adopting the standard. The adoption had no material impact to ABTC. See Note 9 for disclosures related to income taxes.

Use of estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and accompanying notes. Future events and their effects cannot be determined with absolute certainty. Therefore, the determination of estimates requires the exercise of judgment. Actual results inevitably will differ from those estimates, and such differences may be material to the financial statements. The most significant accounting estimates inherent in the preparation of ABTC’s unaudited condensed and combined financial statements include estimates associated with revenue recognition, determining the useful lives and recoverability of long-lived assets, goodwill and digital assets, the allocation of costs to ABTC for certain corporate and shared service functions in preparing ABTC’s unaudited condensed and combined financial statements on a carve-out basis, and current and deferred income tax assets (including the associated valuation allowance) and liabilities.

Fair value measurement

ABTC’s financial assets and liabilities are accounted for in accordance with FASB ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”) which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy requires an entity to maximize the use of observable inputs when measuring fair value and classifies those inputs into three levels:

Level 1— Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2— Observable, market-based inputs, other than quoted prices included in Level 1, for the assets or liabilities either directly or indirectly.

Level 3— Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

Observable inputs are based on market data obtained from independent sources, while unobservable inputs are based on ABTC’s market assumptions. Unobservable inputs require significant management judgment or estimation. In some cases, the inputs used to measure an asset or a liability may fall into different levels of the fair value hierarchy. In those instances, the fair value measurement is required to be classified using the lowest level of input that is significant to the fair value measurement. Such determination requires significant management judgment.

Assets and liabilities measured at fair value on a recurring basis

The following table presents information about ABTC’s assets and liabilities measured at fair value on a recurring basis and ABTC’s estimated level within the fair value hierarchy of those assets and liabilities as of June 30, 2025 and December 31, 2024.

	Fair value measured at June 30, 2025
(in USD thousands)	Total carrying<br> value at<br> June 30,<br> 2025		Quoted prices<br> in active<br> markets<br> (Level 1)		Significant<br> other<br> observable inputs <br> (Level 2)		Significant<br> unobservable<br> inputs <br> (Level 3)
Digital assets	$	43,322	$	43,322	$	-	$	-
	Fair value measured at December 31, 2024
---	---	---	---	---	---	---	---	---	---	---
(in USD thousands)	Total carrying<br> value at<br> December 31, <br> 2024			Quoted prices<br> in active<br> markets<br> (Level 1)		Significant<br> other<br> observable<br> inputs <br> (Level 2)			Significant<br> unobservable<br> inputs <br> (Level 3)
Digital assets	$	949,501		$	949,501	$	-		$	-
Covered call options		(18,437	)		-		(18,437	)		-
Bitcoin redemption option		18,076			-		-			18,076

Digital assets are made up of $43.3 million of Bitcoin held in custody as of June 30, 2025 and $424.3 million of Bitcoin pledged as collateral for debt and for miner purchases and $525.2 million held in custody as of December 31, 2024.

In determining the fair value of its digital assets, ABTC uses quoted prices as determined by ABTC’s principal market, which is Coinbase Prime. As such, ABTC’s Digital assets were determined to be Level 1 assets. See Digital assets below for a description of ABTC’s digital asset accounting policy. In estimating the fair value of its covered call options (as defined below), ABTC uses the Black-Scholes pricing model, which includes several inputs and assumptions including the market price of the underlying asset (Bitcoin), the underlying asset’s implied volatility, the risk-free interest rate, and the expected term of the options. The expected term of the options is the contractual term of the options given the options can only be exercised on the expiry date. ABTC determined that the covered call options are Level 2 liabilities given all inputs are observable, but the options themselves are not traded in an active market. ABTC estimates the fair value of its Bitcoin redemption option using the Black-Scholes pricing model, which includes several inputs and assumptions including the market price of the underlying asset (Bitcoin), the underlying asset’s implied volatility, the risk-free interest rate, and the expected term of the redemption option. In addition, management’s assumption of the start of the redemption period, triggered by a shipment date of purchased property and equipment, is a significant unobservable input. For quantitative disclosure on the inputs used to fair value ABTC’s Bitcoin redemption option, see Note 7. Derivatives. ABTC determined that the Bitcoin redemption option is a Level 3 liability given a significant unobservable input is included in its valuation.

See the Derivatives section below for a description of ABTC’s derivative instrument accounting policy.

Assets and liabilities measured at fair value on a non-recurring basis

In addition to assets and liabilities that are measured at fair value on a recurring basis, ABTC also measures certain assets and liabilities at fair value on a non-recurring basis. ABTC’s non-financial assets, including goodwill and property and equipment, are measured at fair value when there is an indication of impairment and the carrying amount exceeds the asset’s projected undiscounted cash flows. These assets are recorded at estimated fair value only when an impairment charge is recognized. ABTC had no impairment from its continuing operations related to its non-financial assets and liabilities measured on a non-recurring basis during the six months ended June 30, 2025 and 2024. ABTC recognized approximately $3.1 million of impairment losses from its discontinued operations related to the Drumheller site’s non-financial assets and liabilities measured on a non-recurring basis during the six months ended June 30, 2024. There were no discontinued operations in the six months ended June 30, 2025. See the Impairment of long-lived assets and Goodwill accounting policies below, as well as Note 3 for further discussion.

The carrying amounts of ABTC’s financial assets and liabilities, such as accounts payable and accrued expenses, approximate fair value due to the short-term nature of these instruments. The carrying value of long-term liabilities, such as lease liabilities, approximate fair value as the related interest rates approximate rates currently available to ABTC.

Digital assets

Bitcoin, representing ABTC’s digital assets, are measured at fair value as of each reporting period. The fair value of digital assets is measured using the period-end closing price from ABTC’s principal market, which is Coinbase Prime, in accordance with ASC 820. Since the digital assets are traded on a 24-hour period, ABTC utilizes the price as of midnight UTC time, which aligns with ABTC’s Bitcoin mining revenue recognition cut-off. Changes in fair value are recognized in (Gains) losses on digital assets, in Operating expenses (income) on ABTC’s unaudited condensed and combined statement of operations and comprehensive income (loss). When ABTC sells digital assets, gains or losses from such transactions are measured as the difference between the cash proceeds and the carrying basis of the digital assets as determined on a First In-First Out basis and are also recorded within the same line item (Gains) losses on digital assets.

Digital assets received by ABTC through its revenue activities are accounted for in connection with ABTC’s revenue recognition policy disclosed below.

During the fourth quarter of 2024, Parent made the decision to change its strategic treasury policy, retaining all Bitcoin mined in its operations to increase its Bitcoin holdings. As a result of its intent to hold its Bitcoin, Parent began classifying its digital assets held as a non-current asset on its unaudited condensed balance sheet, except for certain specific use cases. Decisions to utilize the Bitcoin will be made on a case-by-case basis. Prior to the effectiveness of the Transactions on March 31, 2025, ABTC had classified certain digital assets as current on its unaudited condensed balance sheet in connection with the Bitcoin purchased and subsequently pledged to Bitmain Technologies Delaware Limited (“BITMAIN”) in connection with a Future Sales and Purchase Agreement, as amended (the “BITMAIN Purchase Agreement”), for the purchase of ASIC miners. Following the effectiveness of the Transactions on March 31, 2025, the pledged Bitcoin remains with Parent and was not part of the assets transferred to ABTC on March 31, 2025, and therefore it is not included on the unaudited combined balance sheet of ABTC as of June 30, 2025.

Leases

ABTC accounts for its leases under ASC Topic 842, Leases (“ASC 842”). Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases and are recorded on the unaudited condensed and combined balance sheets as both a right-of-use (“ROU”) asset and a lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or ABTC’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the ROU asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the ROU asset result in straight-line rent expense over the lease term.

Upon adoption of ASC 842, for purposes of calculating the ROU asset and lease liability, ABTC elected to combine lease and related non-lease components as permitted under ASC 842. ABTC also elected the short-term lease exception for leases having an initial term of 12 months or less. Consequently, such leases are not recorded in the unaudited condensed and combined balance sheets. ABTC recognizes rent expense from its operating leases on a straight-line basis over the lease term.

Impairment of long-lived assets

ABTC continually monitors events and changes in circumstances that could indicate that the carrying amounts of its long-lived assets, including property and equipment, may not be recoverable. When such events or changes in circumstances occur, ABTC assesses recoverability by determining whether the carrying value of such assets will be recovered through the undiscounted expected future cash flows from it. If the expected future undiscounted cash flows from the assets are less than the carrying amount of these assets, ABTC recognizes an impairment loss based on any excess of the carrying amount over the fair value of the assets.

When recognized, impairment losses related to long-lived assets to be held and used in operations are recorded as cost and expenses in ABTC’s unaudited condensed and combined statements of operations and comprehensive income (loss).

Impairment of goodwill

ABTC reviews goodwill for impairment at the reporting unit level on an annual basis during the fourth quarter of each fiscal year and in between annual tests whenever events or changes in circumstances indicate that it is more likely than not that the carrying value of a reporting unit exceeds its fair value. In performing the goodwill impairment test, ABTC first performs a qualitative assessment, which requires ABTC to consider events or circumstances, including significant changes in the manner of ABTC’s use of the acquired assets or the strategy for ABTC’s overall business, significant underperformance relative to expected historical or projected development milestones, significant negative regulatory or economic trends, and significant technological changes that could render the asset (or asset group) obsolete. If, after assessing the totality of events or circumstances, ABTC determines that it is more likely than not that the fair value of its reporting unit is greater than the carrying amounts, then the quantitative goodwill impairment test is not performed.

If the qualitative assessment indicates that the quantitative analysis should be performed, ABTC next evaluates goodwill for impairment by comparing the fair value of its reporting unit to its carrying value, including the associated goodwill. To determine the fair value, ABTC uses the equal weighting of the market approach based on comparable publicly traded companies in similar lines of businesses and the income approach based on estimated discounted future cash flows. Cash flow assumptions consider historical and forecasted revenue, operating costs and other relevant factors.

ABTC has not recorded an impairment to goodwill as of June 30, 2025.

Derivatives

ABTC accounts for the derivative contracts it enters into as follows:

Bitcoin redemption option

Parent entered into an agreement to purchase ASIC miners that includes a pledge of Bitcoin and a right to redeem the pledged Bitcoin for a certain period after the redemption period starts. The redemption period starts when the purchased ASIC miners are shipped. The amount of Bitcoin that can be redeemed is pro-rata of the percentage of ASIC miners shipped. This Bitcoin redemption option does not qualify as an accounting hedge under FASB ASC Topic 815, Derivativesand Hedging (“ASC 815”). Accordingly, ABTC carries the Bitcoin redemption option at fair value and any gains or losses are recognized in profit or loss, respectively. Because the Bitcoin redemption option remains with Parent and was not part of the assets transferred to ABTC on March 31, 2025, it is not included on the unaudited combined balance sheet of ABTC as of June 30, 2025. See Note 7 for further discussion.

Covered call options

From time to time, Parent has sold call options on Bitcoin that it owns (the “covered call options”) to generate cash flows on a portion of its Bitcoin held. These options do not qualify as accounting hedges under ASC 815. Accordingly, ABTC carries the covered call options at fair value and any gains or losses are recognized in profit or loss, respectively.

As of June 30, 2025, ABTC had not entered into a covered call options transaction.

Note 3. DiscontinuedOperations

On March 4, 2024, Parent announced the closure of its Drumheller, Alberta mining site after analysis of ABTC’s operations. It was determined that the profitability of the Drumheller site had been impacted significantly by various factors, including elevated energy costs and underlying voltage issues. ABTC further assessed the profitability of the site which indicated that an impairment triggering event had occurred. Accordingly, with the planned closure of the Drumheller site, the long-lived assets of the site were fully written down. This resulted in a write down of $3.1 million, which is reflected in the Loss from discontinued operations in ABTC’s unaudited condensed and consolidated statements of operations and comprehensive income (loss) for the six months ended June 30, 2024.

There is considerable management judgment necessary to determine the estimated future cash flows and fair values of ABTC’s long-lived assets, and, accordingly, actual results could vary significantly from such estimates, which fall under Level 3 within the Fair value measurement hierarchy (see Note 2 for further discussion).

The closure was completed as of December 31, 2024, and there were no discontinued operations for the six months ended June 30, 2025.

	Six Months End
	June 30
(in USD thousands)	2025		2024
Revenue	$	-	$	981
Cost of revenue (exclusive of depreciation and amortization shown below)		-		3,895
Operating expenses:
Depreciation and amortization		-		169
General and administrative expenses		-		217
Impairment of long-lived assets		-		3,104
Total operating expenses		-		3,490
Loss from discontinued operations before taxes		-		(6,404	)
Income tax benefit (provision)		-		1,588
Net loss	$	-	$	(4,816	)

Cash flows from Discontinued Operations	Six Months End<br> June 30,
(in USD thousands)	2025		2024
Operating cash flows (used in) provided by discontinued operations	$	-	$	(3,243	)
Assets and Liabilities of Discontinued Operations	June 30,
---	---	---	---
(in thousands)	2025		2024
Assets	-	$	-
Liabilities	-		-

All values are in US Dollars.

ABTC recorded impairment related to the mining equipment and mining infrastructure at the Drumheller site after the decision to cease operations at the site in March 2024.

Note 4. Digital assets

The following table presents the changes in carrying amount of digital assets as of March 31, 2024, and March 31, 2025:

(in USD thousands)	Amount
Balance as of December 31, 2023	$	388,131
Revenue recognized from Bitcoin mined		30,357
Revenue recognized from discontinued operations		979
Mining revenue earned in prior period received in current period		292
Carrying value of Bitcoin sold		(36,109	)
Change in fair value of Bitcoin		274,540
Foreign currency translation adjustments		(9,295	)
Balance as of March 31, 2024	$	648,895
Revenue recognized from Bitcoin mined		13,914
Carrying value of Bitcoin sold		(15,209	)
Change in fair value of Bitcoin		(71,842	)
Foreign currency translation adjustments		(6,347	)
Balance as of June 30, 2024	$	569,411
Number of Bitcoin held as of June 30, 2024		9,102
Cost basis of Bitcoin held as of June 30, 2024	$	348,213
Realized gains on the sale of Bitcoin for the six months ended June 30, 2024	$	7,458
Balance as of December 31, 2024	$	949,501
Revenue recognized from Bitcoin mined		12,338
Carrying value of Bitcoin sold		(3,429	)
Change in fair value of Bitcoin		(112,394	)
Legal contribution of mining operations to ABTC		(847,244	)
Foreign currency translation adjustments		1,228
Balance as of March 31, 2025	$	-
Revenue recognized from Bitcoin mined		30,285
Bitcoin contributed		10,000
Change in fair value of Bitcoin		3,037
Balance as of June 30, 2025	$	43,322
Number of Bitcoin held as of June 30, 2025		404
Cost basis of Bitcoin held as of June 30, 2025	$	40,285
Realized gains on the sale of Bitcoin for the six months ended June 30, 2025	$	828

Digital assets are either held in segregated custody accounts for the benefit of Parent, held in segregated custody accounts under Parent’s ownership and pledged as collateral under a borrowing arrangement or in connection with covered call options sold, or held by BITMAIN for the Bitcoin pledged in connection with the BITMAIN Purchase Agreement, as amended, for ASIC miner purchases from them. As discussed in Note 1, Parent contributed only ASIC miners as part of the Transactions. As a result, the entire strategic Bitcoin reserve remained with Parent following the effectiveness of the Transactions. During the three months ended June 30, 2025, ABTC mined its own Bitcoin. The details of the digital assets are as follows:

	Amount				Number of digital assets
(in USD thousands)	June 30,<br><br> 2025		December 31, <br><br>2024		June 30,<br><br> 2025		December 31,<br><br> 2024
Current
Bitcoin held in custody	$	-	$	-		-		-
Other digital assets held in custody		-		-		-		-
Total current digital assets held in custody		-				-
Bitcoin pledged for miner purchase		-		92,389		-		968
Total current digital assets pledged for miner purchase		-		92,389		-		968
Non-current
Bitcoin held in custody		43,322		525,236		404		5,648
Total non-current digital assets – held in custody	$	43,322	$	525,236		404		5,648
Bitcoin pledged as collateral		-		331,876		-		3,555
Total non-current digital assets – pledged as collateral		-		331,876		-		3,555
Total digital assets	$	43,322	$	949,501		404		10,171

In November 2024, Parent entered into the BITMAIN Purchase Agreement to purchase approximately 30,000 BITMAIN Antminer S21+ ASIC miners. In December 2024, in connection with the BITMAIN Purchase Agreement, Parent completed its Bitcoin pledge by depositing 968 Bitcoin into a segregated wallet with BITMAIN, which was originally subject to a three-month redemption right from the shipment date of the purchased ASIC miners, whereby Parent has the option to repurchase, with cash, the pledged Bitcoin at a mutually agreed upon fixed price. If Parent does not exercise this right within the redemption period, BITMAIN will retain full ownership of the pledged Bitcoin as consideration for the purchased ASIC miners.

As of March 31, 2025, Parent had pledged 968 Bitcoin with a fair value of $79.9 million, classified as Digital assets – pledged for miner purchase under current assets on its unaudited condensed consolidated balance sheet. A corresponding liability of $100.9 million was recorded under Miner purchase liability under current liabilities on ABTC’s unaudited condensed balance sheet prior to the effectiveness of the Transactions, reflecting Parent’s obligation to either redeem the pledged Bitcoin for cash or put it towards the purchase of ASIC miners by not redeeming the pledged Bitcoin at the end of the redemption period.

In accordance with FASB ASC Topic 610-20, Other Income – Gains and Losses from the Derecognition of Nonfinancial Assets, ABTC assessed the transfer of nonfinancial assets, Bitcoin, under FASB ASC Topic 606, Revenuefrom Contracts with Customers (“ASC 606”). Specifically, ABTC noted that the Bitcoin pledged to BITMAIN under the BITMAIN Purchase Agreement constitutes a repurchase agreement under ASC 606. As a result, the Bitcoin was not derecognized upon transfer as Parent retains a repurchase option. ABTC recorded a Bitcoin redemption right derivative asset with an initial fair value of $15.1 million. See Note 7 for further information on this derivative asset.

Due to the redemption right and ABTC’s continued economic exposure to the Bitcoin, the pledged Bitcoin is separately classified as Digital assets – pledged for miner purchase on the unaudited condensed consolidated balance sheet, which represents restricted Bitcoin as of December 31, 2024. Because the pledged Bitcoin remains with Parent and was not part of the assets transferred to ABTC on March 31, 2025, it is not included on the unaudited combined balance sheet of ABTC as of June 30, 2025.

Starting April 1, 2025, following the effectiveness of the Transactions, ABTC began to accumulate its own strategic Bitcoin reserve. ABTC mined its own Bitcoin, totaling 404 Bitcoin as of June 30, 2025.

During the period from July 1, 2025 to August 6, 2025, ABTC purchased approximately 1,726 Bitcoin for $205.6 million, at a weighted average price of approximately $119,120 per Bitcoin, to further expand its strategic Bitcoin reserve.

On August 5, 2025, ABTC entered into the ABTC BITMAIN Purchase Agreement (as defined below) with Bitmain Technologies Georgia Limited (“BITMAIN Georgia”) and concurrently purchased 16,299 of the BITMAIN Miners, representing a total of approximately 14.02 EH/s, for a total purchase price of approximately $314.0 million, paid through the pledge of approximately 2,234 Bitcoin. ABTC must purchase approximately 981 additional BITMAIN Miners on or before October 5, 2025, which may be purchased with cash and/or by pledging additional Bitcoin. The Bitcoin pledged under the ABTC BITMAIN Purchase Agreement has a redemption period of 24 months from each pledge date. See Note 11 below for further detail.

Note 5. Property and equipment, net

The components of property and equipment were as follows:

(in USD thousands)	June 30,<br><br> 2025			December 31, <br><br>2024
Miners and mining equipment	$	163,623		$	74,230
Less: Accumulated depreciation		(47,200	)		(31,141	)
Total property and equipment, net	$	116,423		$	43,089

Depreciation and amortization expense related to property and equipment was $10.0 million and $6.4 million for the three months ended June 30, 2025 and June 30, 2024, respectively.

Depreciation and amortization expense related to property and equipment was $16.3 million and $13.4 million for the six months ended June 30, 2025 and June 30, 2024, respectively.

Note 6. Deposits and prepaid expenses

The components of deposits and prepaid expenses are as follows:

(in USD thousands)	June 30,<br><br> 2025		December 31, <br><br>2024
Deposits for miners	$	-	$	31,951
Prepaid insurance		-		135
Prepaid electricity		-		10,564
Total deposits and prepaid expenses	$	-	$	42,650

Note 7. Derivatives

The following table presents the ABTC’s unaudited condensed balance sheets classification of derivatives carried at fair value:

(in USD thousands)	Balance	June 30, 2025				December 31, 2024
Derivative	Sheet Line	Asset		Liability		Asset		Liability
Derivatives not designated as hedging instruments:
Bitcoin redemption option	Derivative asset	$	-	$	-	$	18,076	$	-
Covered call options	Derivative liability		-		-		-		18,437
Total derivatives	$	-	$	-	$	18,076	$	18,437
---	---	---	---	---	---	---	---	---

The following table presents the effect of derivatives on ABTC’s unaudited condensed and combined statements of operations and comprehensive (loss) income:

(in USD thousands)	Statement of	Six Months Ended				Three Months Ended
Derivative	Operations Line	June 30,<br><br> 2025		June 30,<br><br> 2024		June 30,<br><br> 2025		June 30,<br><br> 2024
Derivatives not designated as hedging instruments:
Bitcoin redemption option	Gain on derivatives	$	-	$	-	$	-	$	-
Covered call options	Gain on derivatives		-		17,219		-		17,219
Total derivatives		$	-	$	17,219	$	-	$	17,219

Bitcoin redemption option

During December 2024, Parent pledged approximately 968 Bitcoin to BITMAIN in connection with a purchase of approximately 30,000 BITMAIN Antminer S21+ ASIC miners pursuant to the BITMAIN Purchase Agreement. Parent has the option to redeem the pledged Bitcoin at a mutually agreed upon price, during a redemption period that started on the shipment date of the purchased ASIC miners and originally ended three months thereafter. During the six months ended June 30, 2025, Parent amended the redemption period to end during the quarter ending September 30, 2025. In August 2025, Parent amended the redemption period to end during the quarter ending December 31, 2025. ABTC accounted for this Bitcoin redemption option as a Level 3 derivative asset as of December 31, 2024, due to a significant unobservable input included in the fair value estimate of the Bitcoin redemption option, which was the estimated shipment date of the purchased ASIC miners. After the Transactions were effectuated on March 31, 2025, ABTC no longer recorded the Bitcoin pledged by Parent.

The following table provides a summary of activity and change in fair value of the Bitcoin redemption option (previously a Level 3 derivative asset):

	Six Months<br><br> Ended
(in USD thousands)	June 30,<br><br> 2025
Balance, beginning of period	$	18,076
Transfer out of Level 3 ^(1)^		(18,076	)
Balance, end of period	$	-
^(1)^	The Bitcoin redemption option was transferred out of Level<br>3 due to changes in the observability of inputs used in the valuation and retained by the Parent after the effectiveness of Transactions.
---	---

Covered call options

During October 2024, Parent sold covered call options on 2,000 Bitcoin notional for proceeds of $2.9 million to generate cash flow on a portion of its digital assets. During November 2024, Parent rolled these call options into new call options with the same Bitcoin notional. Parent achieved this roll by exchanging its previous call options sold for new call options. Parent has pledged Bitcoin as collateral with one of its Bitcoin custodians in a quantity equal to the notional amount for these covered call options sold. The collateral continues to be pledged in the same manner after the roll. The covered call options exchanged in the roll are only exercisable upon the date of expiry, are automatically exercised if the underlying reference price was greater than the strike price of the call option, and are settled with delivery of the underlying Bitcoin. The reference price of the original covered call options was the BRR at 4:00pm London time for a given date and the reference price for the new call options is the Coinbase Prime Bitcoin price quoted in U.S. Dollars at 4:00pm London time for a given date. The covered call options were carried at fair value and were Level 2 liabilities as noted in Note 2. During the six months ended June 30, 2025, covered call options on 1,500 Bitcoin notional expired with the underlying reference price below their strike price and ABTC recorded a realized gain of $12.1 million. As of June 30, 2025, ABTC had no outstanding covered call options.

Note 8. Leases

As further discussed in Note 11, on March 31, 2025, in connection with the Transactions, ABTC entered into a Master Colocation Services Agreement and Master Managed Services Agreement with Parent. Under the two agreements, Parent provides ABTC with colocation, hosting, management, oversight, strategy, compliance, operational and other services for its Bitcoin mining operations located at Parent’s facilities. All of ABTC’s Bitcoin miners are located at Parent’s facilities. ABTC has determined that it has embedded operating leases at two of the facilities governed by this arrangement and has elected to combine lease and non-lease components as permitted under ASC 842. A third facility governed by this arrangement includes payments that are variable and therefore expensed as incurred.

The following table shows the ROU assets and lease liabilities as of June 30, 2025 and December 31, 2024:

(in USD thousands)	June 30,<br><br> 2025		December 31, 2024
ROU assets
Operating leases	$	46,475	$	-
Total ROU assets	$	46,475	$	-
Lease liabilities
Operating leases	$	49,329	$	-
Total lease liabilities	$	49,329	$	-

ABTC’s lease costs are comprised of the following:

	Three Months Ended				Six Months Ended
(in USD thousands)	June 30,<br><br> 2025		June 30,<br><br> 2024		June 30,<br><br> 2025		June 30,<br><br> 2024
Operating lease cost	$	2,714	$	-	$	2,714	$	-
Variable lease cost		11,694		-		11,694		-
Total lease expense	$	14,408	$	-	$	14,408	$	-

The following table presents supplemental lease information:

	Six Months Ended
(in USD thousands)	June 30,<br><br> 2025		June 30,<br><br> 2024
Operating cash outflows - operating leases	$	-	$	-
	Six Months Ended
---	---	---	---	---	---	---
	June 30,2025			June 30,<br><br> 2024
Weighted-average remaining lease term - operating leases (in years)		4.75			-
Weighted-average discount rate^(1)^– operating leases		6.42	%		-	%

^(1)^

ABTC’s operating leases do not provide an implicit rate, therefore ABTC uses the incremental borrowing rate at the lease commencement date in determining the present value of lease payments. The incremental borrowing rate represents an estimate of the interest rate ABTC would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis for similar assets over the term of the lease.

The following table presents ABTC’s future minimum operating lease payments as of June 30, 2025:

	Operating
(in USD thousands)	Leases
Remainder of 2025	$	8,142
2026		11,059
2027		11,338
2028		11,624
2029		11,919
Thereafter		2,998
Total undiscounted lease payments		57,080
Less present value discount		(7,751	)
Present value of operating lease liabilities	$	49,329

Note 9. Income taxes

In general, ABTC determines its quarterly provision for income taxes by applying an estimated annual effective tax rate, which is based on expected annual income or loss and statutory tax rates in the various jurisdictions in which ABTC operates. Certain discrete items are separately recognized in the quarter in which they occur and can be a source of variability on the effective tax rates from quarter to quarter. ABTC’s effective tax rate may change based on recurring and non-recurring factors, including the geographical mix of earnings or losses, enacted tax legislation, and state and local income taxes. Each quarter, a cumulative adjustment is recorded for any fluctuations in the estimated annual effective tax rate as compared to the prior quarter.

For the three months ended June 30, 2025, ABTC’s income tax expense and effective tax rate were $1.0 million and 21.9%, respectively. This rate differed from the statutory federal income tax rate of 21.0% primarily due to a non-taxable portion of gains on digital assets, subpart F income, and a change in valuation allowance. For the three months ended June 30, 2024, ABTC’s income tax benefit and effective tax rate were $8.5 million and 12.4%, respectively. This rate differed from the statutory federal income tax rate of 21.0% primarily due to a non-taxable portion of gains on digital assets, subpart F income, state income taxes, and a change in valuation allowance.

For the six months ended June 30, 2025, ABTC’s income tax benefit and effective tax rate were $12.5 million and 11.4%, respectively. This rate differed from the statutory federal income tax rate of 21.0% primarily due to a non-taxable portion of gains on digital assets, subpart F income, and a change in valuation allowance. For the six months ended June 30, 2024, ABTC’s income tax expense and effective tax rate were $25.4 million and 12.8%, respectively. This rate differed from the statutory federal income tax rate of 21.0% primarily due to subpart F income, non-taxable portion of gains on digital assets, and a change in valuation allowance.

ABTC is subject to U.S. federal income taxes as well as income taxes in various state jurisdictions and in Canada.

Note 10. Concentrations

The only digital asset mined during the six months ended June 30, 2025 and 2024, has been Bitcoin. Therefore, 100% of ABTC’s revenue is related to one digital asset. Parent used two mining pool operators during the three and six months ended June 30, 2025 and June 30, 2024.

Note 11. Related party transactions

Parties are considered related to ABTC if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with ABTC. This includes equity method investment entities. Related parties also include principal owners of ABTC, its management, members of the immediate families of principal owners of ABTC and its management and other parties with which ABTC may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. ABTC discloses all known related party transactions.

Cost Allocations from Parent

Prior to the effectiveness of the Transactions on March 31, 2025, Parent provided significant support functions to ABTC, which did not operate as a standalone business. The unaudited combined and condensed financial statements reflect an allocation of these costs. Allocated costs included in cost of revenue relate to support primarily consisting of electricity, facilities, repairs and maintenance, and labor and are predominantly allocated based on revenue. Allocated costs included in general and administrative expenses primarily relate to finance, human resources, benefits administration, information technology, legal, corporate strategy, corporate governance, other professional services and general commercial support functions and are predominantly allocated based on a percentage of revenue. See Note 1 for a discussion of these costs and the methodology used to allocate them.

Master Colocation Services Agreement

On March 31, 2025, in connection with the Transactions, ABTC entered into a Master Colocation Services Agreement with Parent (the “MCSA”). The MCSA and the service orders under the MCSA provide for Parent to provide ABTC with colocation and hosting services for ABTC-owned Bitcoin miners at Parent-owned or leased facilities, on specific terms set forth in service orders to the MCSA.

Under the terms of the MCSA, ABTC pays to Parent fees generally consisting of a monthly recurring charge, as set forth in each service order, plus 100% of the costs, fees, disbursements and expenses paid or incurred by Parent in connection with the use, operation, maintenance and of the relevant facility (including costs related to the delivery of contracted power) and any installation charges, non-recurring costs or amounts for additional services incurred during the term of the applicable service order. For the three months ended June 30, 2025 and 2024, fees and expenses billed by Parent related to the MCSA were $14.4 million and nil, respectively. For the six months ended June 30, 2025 and 2024, fees expenses billed by Parent related to the MCSA were $14.4 million and nil, respectively.

Master Management Services Agreement

On March 31, 2025, in connection with the Transactions, ABTC entered into a Master Management Services Agreement with Parent (the “MMSA”). The MMSA and the service orders under the MMSA provide for Parent to provide ABTC with management, oversight, strategy, compliance, operational and other services for its Bitcoin mining operations hosted at Parent’s facilities under the MCSA.

Under the terms of the MMSA, ABTC pays to Parent service fees generally consisting of a fixed fee, payable monthly, for general management, operational, compliance and other services, plus a monthly fee equal to 100% of specified “pass-through costs” incurred during the term of the applicable service order, including costs and expenses incurred by or on behalf of Parent for labor, maintenance, repairs and infrastructure expenses and the provision of services by third parties. For the three months ended June 30, 2025 and 2024, fees and expenses billed by Parent related to the MMSA were $1.5 million and nil, respectively. For the six months ended June 30, 2025 and 2024, fees and expenses billed by Parent related to the MMSA were $1.5 million and nil, respectively.

Shared Services Agreement

On March 31, 2025, in connection with the Transactions, ABTC entered into a Services Agreement with Parent (the “Shared Services Agreement”), pursuant to which Parent agreed to provide back-office support services to ABTC, including accounting and financial reporting, HR support, payroll, benefits, IT support and management, legal and compliance and vendor management services. Under the terms of the Shared Services Agreement, ABTC pays Parent a monthly fee equal to the fully allocated cost, determined on a “pass through” basis, to Parent for providing services under the Shared Services Agreement. For the three months ended June 30, 2025 and 2024, fees and expenses billed by Parent related to the Shared Services Agreement were $1.8 million and nil, respectively. For the six months ended June 30, 2025 and 2024, fees and expenses billed by Parent related to the Shared Services Agreement were $1.8 million and nil, respectively.

Put Option Agreement

On March 31, 2025, in connection with the Transactions, ABTC entered into the Put Option Agreement with Parent (the “Put Option Agreement”), pursuant to which Parent has the right to sell to ABTC any ASIC Bitcoin miners purchased by Parent under an agreement between BITMAIN Georgia and Parent. Parent’s agreement with BITMAIN Georgia, in turn, provides for Parent’s right to purchase from BITMAIN Georgia up to approximately 17,280 Bitmain U3S21EXPH Bitcoin miners for a maximum aggregate purchase price of approximately $320.0 million, not including any applicable tariffs, duties or similar charges.

Under the terms of the Put Option Agreement, Parent has the right to cause ABTC, at any time and from time to time ending on the 30th day following the termination of the purchase option period under Parent’s agreement with BITMAIN Georgia and the delivery of all Bitcoin miners purchased by Parent thereunder, to purchase all or any amount of the Bitcoin miners, at the same per-unit price as is paid to BITMAIN Georgia and without any additional markup, premium or administrative charge thereon, subject to specified exceptions in the event that ABTC does not (at any time Parent’s put right is exercised) have sufficient legally available funds to pay the applicable purchase price.

On August 5, 2025, pursuant to the Put Option Agreement, Parent assigned its option to purchase the Bitmain Miners to ABTC. ABTC exercised the option on August 5, 2025 and entered into an On-Rack Sales and Purchase Agreement (the “ABTC BITMAIN Purchase Agreement”) with BITMAIN Georgia to purchase up to approximately 17,280 BITMAIN Antminer U3S21EXPH ASIC miners (collectively, the “BITMAIN Miners”) in one or more tranches, representing a total of approximately 14.86 exahash per second (“EH/s”), for a total purchase price of up to approximately $319.5 million (subject to adjustments, offsets and costs as set forth in the ABTC BITMAIN Purchase Agreement). Concurrently with the signing of the ABTC BITMAIN Purchase Agreement, ABTC purchased 16,299 BITMAIN Miners, representing a total of approximately 14.02 EH/s, for a total purchase price of approximately $314.0 million, paid through the pledge of approximately 2,234 Bitcoin at a mutually agreed upon fixed price. Such purchase price was reduced by the application of a deposit and certain expenses of approximately $46.0 million previously paid to BITMAIN Georgia by Parent and which ABTC must repay to Parent on or prior to December 31, 2025. The remaining BITMAIN Miners must be purchased by ABTC within two months of entering into the ABTC BITMAIN Purchase Agreement by paying cash and/or pledging additional Bitcoin. The Bitcoin pledged under the ABTC BITMAIN Purchase Agreement has a redemption period of 24 months from each pledge date.

Note 12. Stockholders’ equity

Net Parent Investment

The net transfers to and from the Parent, as discussed above in Note 1, were as follows:

	Six Months Ended<br> <br>June 30,
(in USD thousands)	2025			2024
Cash pooling and general financing activities	$	20,599		$	(30,822	)
Corporate allocations		14,368			20,229
Legal contribution of mining operations to ABTC		(951,556	)		-
Distribution to Parent		115,757			-
Net transfers from Parent per Condensed and Combined Statements of Cash Flows		(800,832	)		(10,593	)
Stock based compensation funded by Parent		2,145			5,092
Net transfers from Parent per Condensed and Combined Statements of Stockholders’ Equity	$	(798,687	)	$	(5,501	)

Authorized shares

As of June 30, 2025, ABTC has 1,100,000,000 shares of common stock authorized, par value $0.0001 per share.

Common Stock Purchase Agreement

During the six months ended June 30, 2025, ABTC entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) for a private placement (the “Private Placement”) with certain accredited investors (collectively, the “Purchasers”). Pursuant to the Purchase Agreement, ABTC agreed to sell and issue to the Purchasers shares of its Class A common stock, par value $0.0001 per share (the “Class A Shares”), for gross proceeds of $200.0 million (up to maximum gross proceeds of $250.0 million to satisfy oversubscriptions). The closing of the Private Placement occurred on June 27, 2025. At the closing, ABTC sold and issued 11,002,954 Class A Shares for aggregate gross proceeds in cash and Bitcoin (as described below) of $220.1 million, and aggregate net proceeds of approximately $215.3 million after deducting certain fees and expenses incurred in connection with the Private Placement, including aggregate commissions of $4.8 million.

$10.0 million worth of Class A Shares were sold for consideration of Bitcoin in lieu of cash at an exchange rate of one Bitcoin to $104,000. ABTC recorded the net proceeds of $215.3 million to additional paid-in capital.

Contributionfrom Parent

During the period ended June 30, 2025, in connection with the Transactions, ABTC received $5.3 million of Bitcoin miners from Parent subsequent to March 31, 2025. The transaction was accounted for as a contribution from Parent and reflected within additional paid-in capital at the carrying value as a transfer under common control within the unaudited condensed balance sheets.

Accumulated other comprehensive loss

The changes in accumulated other comprehensive loss, net of tax, for the six months ended June 30, 2025, were as follows:

(in USD thousands)	Amount
Cumulative foreign currency translation adjustment loss as of December 31, 2024	$	(48,347	)
Foreign currency translation adjustment		4,467
Disposition of cumulative translation adjustment		43,880
Cumulative foreign currency translation adjustment loss as of June 30, 2025	$	-

Note13. Commitments and contingencies

ABTC BITMAIN Purchase Agreement

In August 2025, ABTC entered into the ABTC BITMAIN Purchase Agreement which includes the following financial commitments: a Bitcoin redemption option, recognized as a derivative asset under ASC 815, measured at fair value at each reporting period, a Miner purchase liability representing a commitment to settle the obligation in cash if the redemption right is exercised before expiration, and a derecognition of Digital assets – pledgedfor miner purchase if the redemption right is not exercised. See Note 4. Digital assets for further information on the ABTC BITMAIN Purchase Agreement.

Legal and regulatory matters

ABTC is subject at times to various claims, lawsuits, and governmental proceedings relating to ABTC’s business and transactions arising in the ordinary course of business. ABTC cannot predict the final outcome of such proceedings. Where appropriate, ABTC vigorously defends such claims, lawsuits, and proceedings. Some of these claims, lawsuits, and proceedings seek damages, including consequential, exemplary, or punitive damages, in amounts that could, if awarded, be significant. Certain of the claims, lawsuits, and proceedings arising in ordinary course of business are covered by ABTC’s insurance program. ABTC maintains property and various types of liability insurance in an effort to protect ABTC from such claims. In terms of any matters where there is no insurance coverage available to ABTC, or where coverage is available and ABTC maintains a retention or deductible associated with such insurance or elects not to purchase such insurance, ABTC may establish an accrual for such loss, retention, or deductible based on current available information. In accordance with accounting guidance, if it is probable that an asset has been impaired or a liability has been incurred as of the date of the financial statements and the amount of loss is reasonably estimable, then an accrual for the cost to resolve or settle these claims is recorded by ABTC in the accompanying unaudited condensed balance sheet. If it is reasonably possible that an asset may be impaired as of the date of the financial statement, then ABTC discloses the range of possible loss. Expenses related to the defense of such claims are recorded by ABTC as incurred and included in the accompanying Condensed Combined Statements of Operations and Comprehensive (Loss) Income. Management, with the assistance of outside counsel, may from time to time adjust such accruals according to new developments in the matter, court rulings, or changes in the strategy affecting ABTC’s defense of such matters. On the basis of current information, ABTC does not believe there is a reasonable possibility that any material loss will result from any claims, lawsuits, and proceedings to which ABTC is subject to either individually or in the aggregate.

Note 14. Subsequent events

ABTC has completed an evaluation of all subsequent events after the balance sheet date up to the date that the unaudited condensed and combined financial statements were available to be issued. Except for the events that occurred after June 30, 2025, disclosed above, ABTC has concluded no other subsequent events have occurred that require disclosure.

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIALINFORMATION OF GRYPHON DIGITAL MINING, INC.

Description of the ABTC Transaction

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 (“Merger Sub Inc.”), GDM Merger Sub II LLC, a Delaware limited liability company and wholly owned direct subsidiary of Gryphon (“Merger Sub LLC”), and American Bitcoin Corp., a Delaware corporation (“ABTC”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement:

●	Merger Sub Inc. will merge with and into ABTC,<br>with ABTC surviving the merger (the “First Merger”) as a direct, wholly owned subsidiary of Gryphon (the corporation surviving<br>the First Merger, the “First Merger Surviving Corporation”); and
●	immediately after the First Merger, the First<br>Merger Surviving Corporation will merge with and into Merger Sub LLC, with Merger Sub LLC surviving the merger (the “Second Merger”<br>and, taken together with the First Merger, the “Mergers”) as a direct, wholly owned subsidiary of Gryphon (the company surviving<br>the Second Merger, the “Surviving Company”). Gryphon following the Mergers is referred to herein as the “Combined Company.”
---	---

●

Merger Sub Inc. will merge with and into ABTC, with ABTC surviving the merger (the “First Merger”) as a direct, wholly owned subsidiary of Gryphon (the corporation surviving the First Merger, the “First Merger Surviving Corporation”); and

●

immediately after the First Merger, the First Merger Surviving Corporation will merge with and into Merger Sub LLC, with Merger Sub LLC surviving the merger (the “Second Merger” and, taken together with the First Merger, the “Mergers”) as a direct, wholly owned subsidiary of Gryphon (the company surviving the Second Merger, the “Surviving Company”). Gryphon following the Mergers is referred to herein as the “Combined Company.”

---

The Merger Agreement provides that, prior to the effective time of the First Merger (the “First Effective Time”), the certificate of incorporation of Gryphon will be amended and restated to, among other things, (i) reclassify the issued and outstanding shares of Gryphon’s common stock, par value $0.0001 per share (the “Gryphon Common Stock”), into one fully paid and non-assessable share of Class A common stock, par value $0.0001 per share (“Class A Common Stock”) and (ii) create two new series of common stock designated as Class B common stock, par value $0.0001 per share (the “Class B Common Stock”) and Class C common stock, par value $0.0001 per share (the “Class C Common Stock”). Each share of Class A Common Stock will be entitled to one vote per share, each share of Class B Common Stock will be entitled to 10,000 votes per share and each share of Class C Common Stock will be entitled to 10 votes per share.

Following the closing of the transactions contemplated by the Merger Agreement, including the Mergers (the “Closing”), (i) the aggregate number of shares of Class A Common Stock and Class B Common Stock issued to the equity holders of ABTC as merger consideration is expected to represent approximately 98.0% of the outstanding Combined Company common stock, on a fully diluted basis, and (ii) Gryphon equity holders as of immediately prior to the First Merger are expected to own 2.0% of the outstanding Combined Company common stock, on a fully diluted basis, after their shares of Gryphon Common Stock are reclassified into shares of Class A Common Stock. Following the Mergers, ABTC’s business will be the business of the Combined Company.

The transactions contemplated by the Merger Agreement, including the Mergers, are collectively referred to as the “Transactions.” ABTC has been deemed the accounting acquiror of Gryphon in connection with the Transactions.

The following unaudited pro forma condensed combined financial statements should be read in conjunction with (i) the historical financial statements and accompanying notes of Gryphon included in the Quarterly Report on Form 10-Q for the six months ended June 30, 2025, filed with the SEC on August 14, 2025, and the Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 31, 2025, (ii) the combined financial statements of ABTC for the year ended December 31, 2024 and the six months ended June 30, 2025, included as Exhibit 99.1 to the Current Report on Form 8-K filed on July 3, 2025, and as an Exhibit to the Current Report on Form 8-K to which this Exhibit is attached (the “Current Report”), respectively, and (iii) the accompanying notes to the unaudited pro forma condensed combined financial statements included below.

The Unaudited Pro Forma Condensed CombinedFinancial Statements

The unaudited pro forma condensed combined balance sheet combines the historical balance sheets of Gryphon and ABTC as of June 30, 2025, and depicts the accounting of the Transactions under U.S. generally accepted accounting principles (“GAAP”) (such accounting adjustments, the “pro forma balance sheet transaction accounting adjustments”). The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2024, and the six months ended June 30, 2025, combines the historical results of Gryphon and ABTC for these periods and depicts the pro forma balance sheet transaction accounting adjustments assuming that those adjustments were made as of January 1, 2024 (the “pro forma statement of operations transaction accounting adjustments”). Collectively, the pro forma balance sheet transaction accounting adjustments and the pro forma statement of operations transaction accounting adjustments are referred to as the “pro forma adjustments.” In addition to the pro forma adjustments, the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2024, and the six months ended June 30, 2025, have been adjusted to reflect certain adjustments identified by management as necessary to fairly present the pro forma information included herein (the “management pro forma adjustments”).

The following unaudited pro forma condensed combined financial statements are provided for illustrative and informational purposes only and do not purport to represent or be indicative of the actual results of operations or financial condition and should not be construed as representative of the future results of operations or financial condition of the Combined Company.

The unaudited pro forma condensed combined financial information is based on the assumptions and pro forma adjustments that are described in the accompanying notes. The pro forma adjustments do not necessarily reflect what the Combined Company’s financial condition or results of operations would have been had the Transactions occurred on the dates indicated. Differences between these preliminary estimates and the final accounting, including the final purchase consideration for accounting purposes, expected to be completed after the Closing, may occur and these differences could have a material impact on the accompanying unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information does not give effect to the potential impact of current financial conditions, regulatory matters, operating efficiencies or other savings or expenses that may be associated with the integration of the two companies. The unaudited pro forma condensed combined financial information is not necessarily indicative of the financial position or results of operations in the future periods or the result that actually would have been realized had Gryphon and ABTC been a combined organization during the specified periods. The actual results reported in periods following the Closing may differ significantly from those reflected in the unaudited condensed combined pro forma financial information presented herein for a number of reasons, including, but not limited to, differences in the assumptions used to prepare this unaudited pro forma condensed combined financial information.

Basis of Pro Forma Presentation

The unaudited pro forma condensed combined financial information has been prepared by management of Gryphon and management of ABTC in accordance with Regulation S-X Article 11, “Pro Forma Financial Information,” as amended by the final rule, “Amendments to Financial Disclosures About Acquired and Disposed Businesses,” as adopted by the U.S. Securities and Exchange Commission (the “SEC”) on May 21, 2020 (“Article 11”), and is presented in U.S. dollars. The historical financial statements of Gryphon and ABTC have been prepared in accordance with generally accepted accounting principles in the United States. Management of Gryphon and management of ABTC have made significant estimates and assumptions in their determination of the pro forma adjustments based on information available as of September 2, 2025 that the respective management teams of Gryphon and ABTC believe are reasonable under the circumstances. The unaudited pro forma condensed combined financial information does not necessarily reflect what the Combined Company’s financial condition or results of operations would have been had the Transactions occurred on the dates indicated. The unaudited pro forma condensed combined financial information also may not be useful in predicting the future financial condition and results of operations of the Combined Company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.

Pro Forma Adjustments

The pro forma adjustments are based on the management of Gryphon’s and the management of ABTC’s preliminary estimates and assumptions that are subject to change including with respect to final purchase consideration and allocation thereof. Accordingly, the purchase consideration allocation is considered preliminary and may materially change before final determination. The changes would affect the values assigned to tangible or intangible assets and the amount of depreciation and amortization expense recorded in the combined financial statements.

Management Pro Forma Adjustments

The management pro forma adjustments are based on the management of Gryphon’s and the management of ABTC’s assessment that, in order to fairly present the pro forma information included herein, historical unrealized gains and losses related to Bitcoin should be adjusted to only reflect the mark-to-market impact of Bitcoin accumulated during the historical periods presented, rather than for all Bitcoin accumulated by ABTC since inception of Hut 8 Corp., a Delaware corporation (“Hut 8”), as all Bitcoin accumulated by ABTC until March 31, 2025 was retained by Hut 8 upon the consummation of the Contributions (as described in ABTC’s management’s discussion and analysis of its financial condition and results of operations and ABTC’s unaudited condensed and combined financial statements for the three and six months ended June 30, 2025, included in the Exhibits to the Current Report). Starting April 1, 2025, following the consummation of the Contributions, ABTC began accumulating its own Bitcoin through mining and open-market purchases. Management of Gryphon and the management of ABTC believe that adjusting these gains and losses in the unaudited pro forma condensed combined statements of operations better reflects the current Combined Company’s financial results as (i) the Combined Company intends to accumulate Bitcoin, which would result in mark-to-market impacts on the Combined Company’s balance sheet for each reporting period and (ii) following the Closing, the Combined Company will only retain the Bitcoin accumulated by ABTC following the Contributions.

Pro Forma Condensed Consolidated Balance Sheet

as of June 30, 2025

(Unaudited)

****	Historical					Pro Forma		****	****	Pro Forma		****
(in USD thousands)	Gryphon			ABTC		Adjustments			Note	Combined
Assets
Cash and cash equivalents	$	678		$	205,925	$	-			$	206,603
Prepaid expenses		1,288			-		-				1,288
Marketable securities		72			-		-				72
Digital assets		917			-		-				917
Total current assets		2,955			205,925		-				208,880
Digital assets		-			43,322		-				43,322
Property and equipment, net		2,011			116,423		114		(a)		118,548
Operating lease right-of-use assets		-			46,475		-				46,475
Intangible asset		100			-		(100	)	(b)		-
Goodwill		-			-		145,620		(c)		145,620
Deposits		1,131			-		-				1,131
Total assets	$	6,197		$	412,145	$	145,634			$	563,976
Liabilities and stockholders’ equity
Accounts payable and accrued liabilities	$	11,697		$	-	$	(8,000	)	(d), (e)	$	3,697
Due to Parent, net		-			16,774		-				16,774
Operating lease liability –current portion		-			10,923		-				10,923
Note payable - current portion		213			-		(213	)	(f)		-
Current liabilities		11,910			27,697		(8,213	)			31,394
Deferred tax liability		-			6,317		-				6,317
Operating lease liability – less current portion		-			38,406		-				38,406
Notes payable – less current portion		5,278			-		(5,278	)	(f)		-
Total liabilities	$	17,188		$	72,420	$	(13,491	)		$	76,117
Stockholders’ (deficit) equity
Share capital		6			6		441		(f), (g)		453
Additional paid-in capital		68,309			336,288		160,691		(a), <br>(b), <br>(c), <br>(e), <br>(f), <br>(g), <br>(h)		565,288
Subscription receivable		(34	)		-		34		(h)		-
Accumulated deficit		(79,272	)		3,431		(2,041	)	(d)		(77,822	)
Total stockholders’ (deficit) equity		(10,991	)		339,725		159,125				487,859
Total liabilities and stockholders’ (deficit) equity	$	6,197		$	412,145	$	145,634			$	563,976

The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements.

Pro Forma Condensed Combined Statement of Operations

for the six months ended June 30, 2025

(Unaudited)

****	Historical				****	Pro Forma		****	Management Pro Forma	****	****	Pro Forma		****
(in USD thousands)	Gryphon			ABTC		Adjustments			Adjustments		Note	Combined
Revenues	$	2,935				$	-					$	45,558
Cost and expenses
Cost of revenues		3,662					-						30,650
General and administrative expenses		4,648					5,575				(i), (j), (k)		28,231
Stock-based compensation expense		811					(811	)			(i)		-
Depreciation expense		1,586					20				(l)		17,981
Loss on sale of equipment		-					-						2,454
Unrealized (gain) loss on digital assets		(74	)				-			)	(v)		11,115
Total operating expenses		10,633					4,784			)			90,431
Loss from operations		(7,698	)		)		(4,784	)					(44,873	)
Other income (expense)
Unrealized loss on marketable securities		(43	)				-						(43	)
Gain on settlement of accounts payable		449					-						449
Gain on derivatives		-								)	(w)		-
Merger and acquisition costs		(3,164	)				3,164				(k)		-
Loss on disposal of miners		(83	)				-						(83	)
ABTC merger costs		(989	)				-						(989	)
Interest expense		(9	)				9				(m)		-
Total other income (expense)		(3,839	)				3,173			)			(666	)
Loss before provision for income taxes		(11,537	)		)		(1,611	)					(45,539	)
Provision for income taxes		-					-						12,507
Net loss	$	(11,537	)		)	$	(1,611	)				$	(33,032	)
Net loss per share - basic and diluted	$	(0.16	)			$	-				(n)	$	(0.01	)
Weighted average shares outstanding - basic and diluted		72,517,950					4,477,289,500				(n)		4,549,807,450

All values are in US Dollars.

The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements.

Pro Forma Condensed Combined Statement of Operations

for the year ended December 31, 2024

(Unaudited)

****	Historical					****	Pro Forma		****	Management Pro Forma		****	****	Pro Forma		****
	Gryphon			ABTC			Adjustments			Adjustments			Note	Combined
Revenue	$	20,539		$	71,537		$	-		$	-			$	92,076
Costs and expenses
Cost of revenues (excluding depreciation)		15,818			39,509										55,327
General and administrative expenses		11,267			34,486			1,885			-		(o), (p)		47,638
Stock-based compensation expense		1,588			-			(1,588	)		-		(o)		-
Depreciation expense		11,179			22,744			38			-		(q)		33,961
Unrealized gain on digital assets		(1,566	)		(509,303	)					469,308		(x)		(41,561	)
Total operating expenses		38,286			(412,564	)		335			469,308				95,365
(Loss) income from operations		(17,747	)		484,101			(335	)		(469,308	)			(3,289	)
Other income (expense)
Unrealized loss on marketable securities		(288	)		-										(288	)
Change in fair value of notes payable		(8,058	)		-			8,058			-		(r)		-
Interest expense		(915	)		(3,489	)		915			-		(s)		(3,489	)
Gain on debt extinguishment		-			5,966						-				5,966
Gain on derivatives		-			6,780						(6,780	)	(y)		-
Loss on disposal of asset		(146	)		-						-				(146	)
Merger and acquisition cost		(394	)		-			(2,009	)		-		(t)		(2,403	)
Gain on settlement of BTC Note		6,248			-						-				6,248
Total other income (expense)		(3,553	)		9,257			6,964			(6,780	)			5,888
Income (loss) before provision for income taxes		(21,300	)		493,358			6,629			(476,088	)			2,599
Provision for income taxes		-			(59,607	)									(59,607	)
Net income (loss) from continuing operations	$	(21,300	)	$	433,751		$	6,629		$	(476,088	)		$	(57,008	)
Loss from discontinued operations					(4,816	)									(4,816	)
Net income (loss)		(21,300	)		428,935			6,629			(476,088	)			(61,824	)
Net loss per share - basic and diluted	$	(0.51	)										(u)		(0.01	)
Weighted average shares outstanding<br> - basic and diluted		41,911,711						4,477,289,500					(u)		4,519,201,211

The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements.

1.	Basis of Presentation

The unaudited pro forma condensed combined financial statements are based on the historical consolidated financial statements of Gryphon and the historical combined financial statements of ABTC, after giving effect to the Transactions using the acquisition method of accounting in accordance with Accounting Standards Codification Topic 805, Business Combinations, (“ASC 805”) and applying the assumptions and adjustments described in the accompanying notes.

2.	Accounting Policies

ABTC’s and Gryphon’s revenue recognition accounting policies are different, as described below. Other than the revenue recognition accounting policy, no other material differences were noted between ABTC’s and Gryphon’s accounting policies. Following the Closing, a more detailed review and comparison of the two companies’ accounting policies will be performed. As a result, additional differences between the accounting policies of the two companies may be identified that, when conformed, could have had a material impact on the accompanying unaudited pro forma condensed combined financial information.

Revenue Recognition

Gryphon and ABTC consider Coinbase Custody Trust Company, LLC (“Coinbase”) to be the primary market for Bitcoin and, thus, use Coinbase to determine the market value of Bitcoin mined in a given day for the purposes of revenue recognition. However, ABTC uses the quoted market price of Bitcoin as of the beginning of a 24-hour period whereas Gryphon uses the average quoted market price of Bitcoin in a 24-hour period. Upon the Closing, ABTC’s policy will be the accounting policy going forward. The impact on Gryphon’s historical consolidated financial statements of this difference is deemed to be immaterial.

3.	Preliminary Purchase Consideration Allocation

Because ABTC is treated as the acquiring company for accounting purposes, ABTC’s assets and liabilities are recorded at their carrying amounts prior to the Closing and the historical operations that are reflected in the unaudited pro forma condensed combined financial information are those of ABTC. Gryphon’s assets and liabilities are measured and recognized at their fair values as of the date of the Closing and combined with the assets, liabilities and results of operations of ABTC following the Closing. The purchase consideration has been determined using the share price of Gryphon Common Stock on August 29, 2025, of $1.54 and the number of shares of Combined Company common stock that would be issued to Gryphon shareholders to achieve the same ownership ratio of the Combined Company. If the transaction had occurred on May 9, 2025, the date of the Merger Agreement, the estimated preliminary fair values of the identifiable assets and liabilities (and related tax impacts) of the Combined Company and the purchase consideration would be as follows (in thousands):

Assets acquired:
Cash and cash equivalents	$	678
Prepaid expenses		1,288
Marketable securities		72
Digital assets		917
Mining equipment, net		2,125
Deposits		1,131
Total assets		6,211
Total liabilities assumed:	$	(11,697	)
Net assets acquired	$	(5,486	)
Estimated purchase consideration	$	140,134
Goodwill	$	145,620

The consideration for the Transactions is summarized below (in thousands, except share data), assuming the Transactions occurred on August 29, 2025:

Shares of Combined Company Class A Common Stock issued to ABTC shareholders at an exchange ratio resulting in ABTC shareholders owning 98% of the Combined Company Common Stock		797,686,817
Shares of Combined Company Class B Common Stock issued to ABTC shareholders at an exchange ratio resulting in ABTC shareholders owning 98% of the Combined Company Common Stock		3,661,124,484
Shares of Combined Company Common Stock held by Gryphon shareholders		90,996,149
Total shares of Combined Company Common Stock		4,549,807,450
Gryphon stock price on August 29, 2025	$	1.54
Total Combined Company market cap	$	7,006,703
Purchase consideration to Gryphon shareholders (2% of Combined Company market cap)	$	140,134

The purchase consideration, for the purposes of presenting the accompanying pro forma condensed combined financial statements, will depend on the market price of Gryphon Common Stock on the date of Closing. The following table illustrates the effects of change in the price of Gryphon Common Stock and the resulting impact on the purchase consideration:

	Price per Share of Gryphon<br> <br>Common Stock		Purchase<br> <br>Consideration<br> <br>(in thousands)
As presented	$	1.54	$	140,134
20% increase	$	1.85	$	168,161
20% decrease	$	1.23	$	112,107
40% increase	$	2.16	$	196,188
40% decrease	$	0.92	$	84,080
4.	Pro Forma Adjustments
---	---

The pro forma adjustments are based on the management of Gryphon’s and the management of ABTC’s preliminary estimates and assumptions. Actual results, including the final purchase consideration for accounting purposes, may differ significantly from such preliminary estimates and assumptions. Accordingly, the purchase consideration is considered preliminary and may materially change before final determination at the Closing. The changes would affect the values assigned to tangible or intangible assets and the amount of depreciation and amortization expense recorded in the Combined Company’s financial statements.

The pro forma adjustments included in theunaudited pro forma condensed combined balance sheet as of June 30, 2025 are as follows:

(a)	To reflect the fair value adjustments of Gryphon’s fixed assets acquired by ABTC in the Transactions,offset by accumulated depreciation.
(b)	To reflect fair value adjustment of Gryphon’s carrying intangibles, plus the preliminary estimate ofintangible assets acquired by ABTC in the Transactions.
---	---
(c)	To reflect the preliminary estimate of goodwill arising from the excess of the purchase considerationover the fair value of tangible and intangible assets acquired and liabilities assumed by ABTC in the Transactions.
---	---
(d)	To reflect the accrual of $1.6 million in severance payments in connection with the Transactions.
---	---
(e)	To reflect the pay down of Gryphon accounts payable and accrued liabilities using funds raised fromthe sale of shares through at-the-market offerings.
---	---
(f)	To reflect the cash repayment of Gryphon debt.
---	---
(g)	Adjustment to reflect the exchange of ABTC Class A Common Stock and ABTC Class B Common Stock for ClassA and Class B Common Stock.
---	---
(h)	To reflect the settlement of subscription receivables with Gryphon investors.
---	---

The pro forma adjustments included in theunaudited pro forma condensed combined statement of operation for the six months ended June 30, 2025 are as follows:

(i)	Reclassification of stock-based compensation expense to be in conformity of ABTC’s presentation.
(j)	To record the expense related to $1.6 million in severance payments in connection with the Transactions.
---	---
(k)	To reclass merger and transaction expenses related to previous merger attempts by Gryphon that werenot consummated.
---	---
(l)	To reflect the impact to depreciation as a result of fair value adjustment to Gryphon property andequipment.
---	---
(m)	Elimination of interest expense related to Gryphon debt eliminated upon the Closing.
---	---
(n)	Adjustment to net loss per share - basic and diluted from (1) the issuance of 18,464,164 shares ofGryphon Common Stock underlying certain Gryphon warrants, RSUs, options, and at-the-market issuances and (2) the exchange of 11,002,954of ABTC Class A Common Stock and 50,500,000 shares of ABTC Class B Common Stock for Class A Common Stock and Class B Common Stock at theexchange ratio resulting in holders of ABTC Common Stock owning approximately 98% of the outstanding equity interests of the CombinedCompany, on a fully diluted basis.
---	---

The pro forma adjustments included in theunaudited pro forma condensed combined statement of operation for the year ended December 31, 2024 are as follows:

(o)	Reclassification of stock-based compensation expense to be in conformity of ABTC’s presentation.
(p)	To reflect the $0.3 million loss on deposit related to Captus.
---	---
(q)	To reflect the impact to depreciation as a result of fair value adjustment to Gryphon property andequipment.
---	---
(r)	To reflect a change in accounting policy related to fair value of Gryphon debt.
---	---
(s)	Elimination of interest expense related to Gryphon debt eliminated upon the Closing.
---	---
(t)	To record transaction-related costs related to the Transactions.
---	---
(u)	Adjustment to net loss per share - basic and diluted from (1) the issuance of 18,464,164 shares ofGryphon Common Stock underlying certain Gryphon warrants, RSUs, options, and at-the-market issuances and (2) the exchange of 11,002,954of ABTC Class A Common Stock and 50,500,000 shares of ABTC Class B Common Stock for Class A Common Stock and Class B Common Stock at theexchange ratio resulting in holders of ABTC Common Stock owning approximately 98% of the outstanding equity interests of the CombinedCompany, on a fully diluted basis.
---	---
5.	Management Pro Forma Adjustments
---	---

The management pro forma adjustments are based on the management of Gryphon’s and the management of ABTC’s assessment that, in order to fairly present the pro forma information included herein, historical unrealized gains and losses related to Bitcoin should be adjusted to only reflect the mark-to-market impact of Bitcoin accumulated during the historical periods presented, rather than for all Bitcoin accumulated by ABTC since inception of Hut 8, as all Bitcoin accumulated by ABTC until March 31, 2025, was retained by Hut 8 upon the consummation of the Contributions (as described in ABTC’s management’s discussion and analysis of its financial condition and results of operations and ABTC’s unaudited condensed and combined financial statements for the three and six months ended June 30, 2025, included in the Exhibits to the Current Report). Starting April 1, 2025, following the consummation of the Contributions, ABTC began accumulating its own Bitcoin through mining and open-market purchases. Management of Gryphon and the management of ABTC believe that adjusting these gains and losses in the unaudited pro forma condensed combined statements of operations better reflects the current Combined Company’s financial results as (i) the Combined Company intends to accumulate Bitcoin, which would result in mark-to-market impacts on the Combined Company’s balance sheet for each reporting period and (ii) following the Closing, the Combined Company will only retain the Bitcoin accumulated by ABTC following the Transactions.

The management pro forma adjustments includedin the unaudited pro forma condensed combined balance sheet as of June 30, 2025 are as follows:

None.

The management pro forma adjustments includedin the unaudited pro forma condensed combined statement of operation for the six months ended June 30, 2025 are as follows:

(v)	To normalize the impact from changes in unrealized gains and losses from Bitcoin accumulated by ABTCduring the period presented.
(w)	To remove the gain on derivatives related to covered call options collateralized by Bitcoin that werelegally retained by Hut 8 on March 31, 2025.
---	---

The management pro forma adjustments includedin the unaudited pro forma condensed combined statement of operation for the year ended December 31, 2024 are as follows:

(x)	To normalize the impact from changes in unrealized gains and losses from Bitcoin accumulated by ABTCduring the period presented.
(y)	To remove the gain on derivatives related to covered call options collateralized by Bitcoin that werelegally retained by Hut 8 on March 31, 2025.
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