UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL
INFORMATION OF 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 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, 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 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,” and together with the Class A Common Stock and the Class B Common Stock, the “Combined Company 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 ten (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.

ABTC has been deemed the accounting acquiror of Gryphon in connection with the transactions contemplated by the Merger Agreement. 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 three months ended March 31, 2025, filed with the SEC on May 15, 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 three months ended March 31, 2025, included elsewhere in this registration statement, and (iii) the accompanying notes to the unaudited pro forma condensed combined financial statements included elsewhere in this registration statement.

The unaudited pro forma condensed combined balance sheet combines the historical balance sheets of Gryphon and ABTC as of March 31, 2025, and depicts the accounting of the transactions contemplated by the Merger Agreement 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 three months ended March 31, 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 three months ended March 31, 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 July 31, 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 the 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 elsewhere in this registration statement). 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 would better reflect the 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. The unrealized gains and losses reflect the quantity of the Bitcoin accumulated by the Combined Company during the periods presented.

Pro Forma Condensed Combined Consolidated Balance Sheets as of March 31, 2025
(Unaudited)

	Historical					Pro Forma Adjustments			Note	Pro Forma Combined
(in USD thousands)	Gryphon			ABTC		Pro Forma Adjustments			Note	Pro Forma Combined
Assets
Cash and cash equivalents	$	318		$	—	$	—			$	318
Restricted cash		1,263			—		(1,263	)	(a)		—
Accounts receivable		175			—		—				175
Prepaid expenses		1,412			—		—				1,412
Marketable securities		49			—		—				49
Digital assets		787			—		—				787
Total current assets		4,004			—		(1,263	)			2,741

Property and equipment, net		2,609			121,112		(484	)	(b)		123,237
Intangible asset		100			—		(100	)	(c)		—
Goodwill		—			—		140,553		(d)		140,553
Deposits		2,266			—		(1,291	)	(e)		975
Total assets	$	8,979		$	121,112	$	137,415			$	267,506

Liabilities and stockholders’ deficit
Accounts payable and accrued liabilities	$	9,834		$	—	$	(7,677	)	(f), (g)	$	2,157
Cash due to third-party		1,263			—		(1,263	)	(a)		—
Income tax payable		—			—		—				—
Note payable – current portion		213			—		(213	)	(h)		—
Current liabilities		11,310			—		(9,153	)			2,157

Deferred tax liability		—			5,355		—				5,355
Notes payable less current portion		5,331			—		(5,331	)	(h)		—
Total liabilities	$	16,641		$	5,355	$	(14,484	)		$	7,512

Stockholders’ (deficit) equity
Share Capital		6			5		505		(h), (i)		516
Additional paid-in capital		66,402			115,752		152,591		(b), (c), (h), (i), (j)		334,745
Subscription receivable		(55	)		—		55		(j)		—
Accumulated deficit		(74,015	)		—		(1,252	)	(f), (h)		(75,267	)
Total stockholders’ (deficit) equity		(7,662	)		115,757		151,899				259,994
Total liabilities and stockholders’ (deficit) equity	$	8,979		$	121,112	$	137,415			$	267,506

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 three months ended March 31, 2025
(Unaudited)

(in USD thousands)	Historical						Pro Forma Adjustments			Management Pro Forma Adjustments			Note	Pro Forma Combined
(in USD thousands)	Gryphon			ABTC			Pro Forma Adjustments			Management Pro Forma Adjustments			Note	Pro Forma Combined
Revenues	$	1,558		$	12,338		$	—		$	—			$	13,896

Cost and expenses
Cost of revenues		2,054			11,651			—			—				13,705
General and administrative expenses		3,000			14,368			5,037			—		(k), (l), (m)		22,405
Stock based compensation expense		772			—			(772	)		—		(k)		—
Depreciation expense		1,071			6,424			(40	)		—		(n)		7,455
Loss on sale of equipment		—			2,454			—			—				2,454
Unrealized loss (gain) on digital assets		127			112,394			—			(98,168	)	(x)		14,353
Total operating expenses	$	7,024		$	147,291		$	4,225			(98,168	)		$	60,372
Loss from operations	$	(5,466	)	$	(134,953	)	$	(4,225	)		98,168			$	(46,476	)

Other income (expense)
Unrealized loss on marketable securities		(66	)		—			—			—				(66	)
Gain on settlement of accounts payable		449			—			—			—				449
Gain on derivatives		—			20,862			—			(20,862	)	(y)		—
Merger and acquisition costs		(1,194	)		—			1,194					(m)		—
Interest expense		(3	)		—			3					(o)		—
Total other expense	$	(814	)	$	20,862		$	1,197			(20,862	)		$	383

Loss before provision for income taxes	$	(6,280	)	$	(114,091	)	$	(3,028	)		77,306			$	(46,093	)

Benefit for income taxes		—			13,468			—							13,468

Net loss	$	(6,280	)	$	(100,623	)	$	(3,028	)		77,306			$	(32,625	)

Net loss per share – basic and diluted	$	(0.09	)	$			$						(p)	$	(0.01	)
Weighted average shares outstanding – basic and diluted		70,553,398						5,102,747,512					(p)		5,173,300,910

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 Adjustments			Management Pro Forma Adjustments		Note	Pro Forma Combined
	Gryphon			ABTC			Pro Forma Adjustments			Management Pro Forma Adjustments		Note	Pro Forma 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				(q), (r)		47,638
Stock-based compensation expense		1,588			—			(1,588	)			(q)		—
Depreciation expense		11,179			22,744			(161	)			(s)		33,762
Unrealized gain on digital assets		(1,566	)		(509,303	)		—		469,308		(z)		(41,561	)
Total operating expenses	$	38,286		$	(412,564	)	$	136		469,308			$	95,166
(Loss) income from operations	$	(17,747	)		484,101		$	(136	)	(469,308	)		$	(3,090	)

Other income (expense)
Unrealized loss on marketable securities		(288	)		—			—						(288	)
Change in fair value of notes payable		(8,058	)		—			8,058				(t)		—
Interest expense		(915	)		(3,489	)		915				(u)		(3,489	)
Gain on debt extinguishment		—			5,966			—						5,966
Gain on derivatives		—			6,780			—		(6,780	)	(aa)		—
Loss on disposal of asset		(146	)		—			—						(146	)
Merger and acquisition cost		(394	)		—			(2,009	)			(v)		(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		$	6,828		(476,088	)		$	2,798

Provision for income taxes		—			(59,607	)		—						(59,607	)

Net income (loss) from continuing operations	$	(21,300	)	$	433,751		$	6,828		(476,088	)		$	(56,809	)

Loss from discontinued operations	$	—		$	(4,816	)	$	—					$	(4,816	)

Net income (loss)		(21,300	)		428,935			6,828		(476,088	)			(61,625	)
Earnings per share – basic and diluted	$	(0.51	)	$	—			—				(w)	$	(0.01	)
Weighted average shares outstanding – basic and diluted		41,911,711						5,102,747,512				(w)		5,144,659,223

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 contemplated by the Merger Agreement 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 July 17, 2025 of $1.32 and the number of shares of Combined Company Common Stock that would be issued to Gryphon stockholders 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	$	318
Accounts receivable		175
Prepaid expenses		1,412
Marketable securities		49
Digital assets		787
Mining equipment, net		2,125
Deposits		975
Total assets		5,841

Total liabilities assumed:	$	(9,834	)
Net assets acquired	$	(3,993	)
Estimated purchase consideration	$	136,560
Goodwill	$	140,553

The consideration for the Transactions is summarized below (in thousands, except share data), assuming the Transactions occurred on July 17, 2025:

Shares of Combined Company Common Stock issued to ABTC stockholders in connection with the Transactions at an exchange ratio resulting in ABTC stockholders collectively owning approximately 98.0% of the Combined Company Common Stock, on a fully diluted basis		5,069,277,898
Shares of Combined Company Common Stock held by Gryphon stockholders, upon the effectiveness of the Transaction, collectively representing approximately 2.0% of the Combined Company Common Stock, on a fully diluted basis		103,454,651
Total shares of Combined Company Common Stock		5,172,732,549
Gryphon stock price on June 4, 2025	$	1.32
Total Combined Company market cap	$	6,828,007
Purchase consideration to Gryphon shareholders (2% of Combined Company market cap)	$	136,560

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 Common Stock		Purchase Consideration (in ‘000s)
As presented	$	1.32	$	136,560
20% increase	$	1.58	$	163,872
20% decrease	$	10.6	$	109,248
40% increase	$	1.85	$	191,184
40% decrease	$	0.79	$	81,936

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 the unaudited pro forma condensed combined balance sheet as of March 31, 2025, are as follows:

(a) To reflect the settlement of deposit of cash to a third-party.

(b) To reflect the fair value adjustments of Gryphon’s fixed assets acquired by ABTC in the Transactions, offset by accumulated depreciation.

(c) To reflect fair value adjustment of Gryphon’s carrying intangibles, plus the preliminary estimate of intangible assets acquired by ABTC in the Transactions.

(d) To reflect the preliminary estimate of goodwill arising from the excess of the purchase consideration over the fair value of tangible and intangible assets acquired and liabilities assumed by ABTC in the Transactions.

(e) To reflect the loss of deposit on the Gryphon Captus site that is not going to be developed by the Combined Company.

(f) To reflect the accrual of $1.6 million in severance payments in connection with the Transactions, $0.5 million in compensation expected to be paid to certain Gryphon employees, and the $0.3 million loss on deposit related to Captus.

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. 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 would better reflect the 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. The unrealized gains and losses reflect the quantity of the Bitcoin accumulated by the Combined Company during the periods presented.

The management pro forma adjustments included in the unaudited pro forma condensed combined balance sheet as of March 31, 2025, are as follows:

The management pro forma adjustments included to unaudited pro forma condensed combined statement of operation for the three months ended March 31, 2025, are as follows:

(x) To normalize the impact from changes in unrealized gains and losses from Bitcoin accumulated by ABTC during the period presented.

(y) To remove the gain on derivatives related to covered call options collateralized by Bitcoin that were legally retained by Hut 8 on March 31, 2025.

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

(z) To normalize the impact from changes in unrealized gains and losses from Bitcoin accumulated by ABTC during the period presented.

(aa) To remove the gain on derivatives related to covered call options collateralized by Bitcoin that were legally retained by Hut 8 on March 31, 2025.