Item 1A. Risk Factors. Except for the additional risk factors set forth below, there Factors There have been no material changes to our Risk Factors as disclosed in our Annual Report on Form 10-K for from the year ended December 31, 2024, as filed with the SEC on March 31, 2025, as amended. Neither Gryphon nor ABTC can be sure if or when the Mergers will be completed. The consummation of the Mergers is subject to the satisfaction or waiver of various conditions. Neither Gryphon nor ABTC can guarantee that the closing conditions risk factors set forth in the ABTC Merger Agreement will be satisfied. If Gryphon is unable to satisfy the closing conditions those described in ABTCs favor or if other mutual closing conditions are not satisfied, ABTC will not be obligated to complete the Mergers. Under certain circumstances, Gryphon would be required to pay ABTC a termination fee of $5,000,000, Proxy Statement/Prospectus, in addition to Part I, Item 1A, Risk Factors in the out-of-pocket fees Annual Report, and expenses incurred by or on behalf of ABTC in connection with the transactions contemplated by the ABTC Merger Agreement. If the Mergers are not completed, the Gryphon Board, in discharging its fiduciary obligations Exhibit 99.4 to Gryphon stockholders, will evaluate other strategic alternatives or financing options that may be available, which alternatives may not be as favorable to Gryphon stockholders as the Mergers, if available at all. Any future sale, merger, financing or other transaction may be Current Report. The Company is subject to further stockholder approval. Gryphon may also be unable to find, evaluate or complete other strategic alternatives, which may have a material adverse effect on Gryphons business, financial condition or results of operations. 39 Gryphons various risks and ABTCs efforts to complete the Mergers uncertainties that could cause substantial disruptions in and create uncertainty surrounding, their respective businesses, which may materially adversely affect their its business, financial condition, results of operation operations, and businesses. Uncertainty as to whether the Mergers will be completed may also affect Gryphons and ABTCs ability to retain and motivate existing employees. A substantial amount of Gryphons and ABTCs managements and employees attention is being directed toward the Closing and thus is being diverted from their respective day-to-day operations. Uncertainty as to Gryphons and ABTCs future could adversely affect their relationship with collaborators, suppliers, vendors, regulators and other business partners and stakeholders. For example, vendors, collaborators and other counterparties may defer decisions concerning working with Gryphon or ABTC or seek to change existing business relationships with Gryphon or ABTC, during the pendency of the Mergers. Changes to or termination of, existing business relationships could adversely affect Gryphons results of operations and financial condition, as well as the market trading price of Gryphon Common Stock. The adverse effects of the pendency of the Mergers could be exacerbated by any delays in the Closing or by the termination of the ABTC Merger Agreement. The Closing is subject to approval by the Gryphon stockholders and the ABTC stockholders. Failure to obtain these approvals would prevent the Closing. The Closing is subject to certain approvals by the Gryphon stockholders and the ABTC stockholders. Failure to obtain the required stockholder approvals may result in a material delay in or the abandonment of, the Mergers. Any delay in completing the Mergers may materially adversely affect the timing and benefits that are expected to be achieved from the Mergers. Gryphon stockholders will experience significant ownership and voting power dilution in connection with the Mergers and may not realize a benefit from the Mergers commensurate with that dilution. Pursuant to the terms of the ABTC Merger Agreement and upon the Closing, the Gryphon stockholders as of immediately prior to the First Effective Time are expected to own 2.0% of the Combined Company Common Stock and the ABTC stockholders as of immediately prior to the First Effective Time are expected to own 98.0% of the Combined Company Common Stock, each on a fully diluted basis. ABTC stockholders who hold ABTC its Class B Common Stock, including ABH, which is a wholly owned subsidiary of Hut 8, and certain other stockholders of ABTC, will receive Class B Common Stock, which will entitle the holder thereof to 10,000 votes per share. The Class A Common Stock that will be held by other stockholders of the Combined Company, including stockholders of Gryphon, will entitle the holder thereof to one vote per share. While the actual Exchange Ratio will be determined at the Closing, it is currently expected that ABTC stockholders as of immediately prior to the First Effective Time will collectively represent approximately 99.99% and holders of equity interests of Gryphon as of immediately prior to the First Effective Time will collectively represent less than 0.01% of the total combined voting power of Combined Company capital stock, respectively, at the Closing. In addition, it is currently expected that at the Closing, on the same basis, Hut 8 will own approximately 64.37% of the then-outstanding Combined Company Common Stock, on a fully diluted basis, which is expected to represent approximately 80.00% of the total combined voting power of the Combined Company capital common stock. Accordingly, the issuance of Combined Company Common Stock to ABTC stockholders in the Mergers will significantly reduce the ownership stake You should carefully read and relative voting power of each share of Gryphon Common Stock held by current Gryphon stockholders. Consequently, following consider the Mergers, the ability of current Gryphon stockholders to influence Combined Company management will be substantially reduced. If the Combined Company is unable to realize the strategic and financial benefits currently anticipated from the Mergers, Gryphon stockholders will have experienced substantial dilution of their ownership interests in Gryphon without receiving the expected commensurate benefit or only receiving part of the commensurate benefit to the extent the Combined Company is able to realize only part of the expected strategic and financial benefits currently anticipated from the Mergers. 40 The intended benefits of the Mergers may not be realized. The Mergers pose risks for Gryphons and ABTCs ongoing operations, including, among others: that senior managements attention may be diverted from management of the respective businesses, current operations uncertainties included herein and development; that there are significant costs and expenses associated with any undisclosed or potential liabilities; and that unforeseen difficulties may arise in integrating Gryphons and ABTCs businesses in the Combined Company. As a result of the foregoing and other factors, risks and characteristics, the Combined Company may be unable to realize the full strategic and financial benefits currently anticipated from the Mergers and Gryphon and ABTC cannot assure you that the Mergers will be accretive to Gryphon or ABTC stockholders Proxy Statement/Prospectus, in the near term or at all. Furthermore, if Gryphon or ABTC stockholders fail to realize the intended benefits of the Mergers or they take longer than expected to achieve, the market price of the Combined Companys common stock could decline to the extent that the market price reflects those anticipated benefits. Gryphon stockholders will have experienced substantial dilution of their ownership interests Part I, Item 1A, Risk Factors in Gryphon without receiving any commensurate benefit or only receiving part of the commensurate benefit to the extent the Combined Company is able to realize only part of the strategic Annual Report, and financial benefits currently anticipated from the Mergers. Failure to complete the Mergers may result in Gryphon paying a termination fee Exhibit 99.4 to ABTC, which could significantly harm the price of the Gryphon Common Stock and Gryphons future business and operations. If the Mergers are not completed and the ABTC Merger Agreement is terminated under certain circumstances, Gryphon may be required to pay ABTC a termination fee of $5,000,000, in addition to the out-of-pocket fees and expenses incurred by or on behalf of ABTC in connection Current Report, together with the transactions contemplated by the ABTC Merger Agreement. Even if such a termination fee is not payable in connection with a termination of the ABTC Merger Agreement, Gryphon will have incurred significant fees and expenses, which must be paid whether or not the Mergers are completed. Further, if the Mergers are not completed, it could significantly harm the market price of the Gryphon Common Stock. In addition, if the ABTC Merger Agreement is terminated and Gryphon determines to seek another business combination, there can be no assurance that Gryphon will be able to find a partner and close an alternative transaction on terms that are as favorable as or more favorable to Gryphon than the terms set forth in the ABTC Merger Agreement or at all. The Mergers are subject to the requirements of the HSR Act, and regulatory authorities may impose conditions that could have an adverse effect on Gryphon and/or ABTC following the Mergers or that could delay, prevent or increase the costs associated with completion of the Mergers. Completion of the Mergers is conditioned upon the expiration or termination of any waiting period under the provisions of the HSR Act. Under the ABTC Merger Agreement, Gryphon and ABTC have agreed to use their respective reasonable best efforts to obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from governmental authorities and make all necessary registrations, declarations and filings with governmental authorities, that are necessary to consummate the Mergers. However, there can be no assurance that these approvals will be obtained and that the other conditions to completing the Mergers will be satisfied. In addition, the governmental authorities from which the regulatory approvals are required may impose conditions on the Closing or require changes to the terms of the ABTC Merger Agreement or other agreements to be entered into information in connection with the ABTC Merger Agreement which may delay completion of Proxy Statement/Prospectus, the Mergers or impose additional material costs on or materially limit Annual Report, the revenues of the Combined Company following the completion of the Mergers. There can be no assurance that regulators will choose not to impose such conditions or changes in terms, and, if imposed, such conditions or changes in terms may delay or lead to the abandonment of the Mergers. 41 The Mergers may be completed even though certain events occur prior to the Closing that materially Current Report, and adversely affect Gryphon or ABTC. The ABTC Merger Agreement provides that either Gryphon or ABTC can refuse to complete the Mergers if there is a material adverse effect with the other party occurring between the date of the ABTC Merger Agreement and the Closing. However, certain types of changes do not permit either party to refuse to complete the Mergers, even if such change could be said to have a material adverse effect on Gryphon or ABTC, including, but not limited to: any changes in conditions generally affecting United States or global economic, business, regulatory conditions, this Quarterly Report, including changes in United States or global securities, credit, financial, debt or other capital markets; conditions (or changes in such conditions) in the currency, Bitcoin mining, cryptocurrency, electricity, power or natural gas industry (including changes in cryptocurrency prices, commodity prices, general market prices Managements Discussion and regulatory changes affecting the industry); general changes in national or international political conditions (including the imposition Analysis of or changes in international tariffs, sanctions, trade policies or disputes or any trade war Financial Condition and any cessation, outbreak or escalation Results of hostilities, any acts of war or terrorism or any other national or international calamity, crisis or emergency); acts of God, natural disasters, calamities, disease outbreaks or pandemics; any failure, in Operations and of itself, by ABTC or any of its subsidiaries to meet any internal or published projections, forecasts, estimates or predictions in respect of revenues, earnings or other financial or operating metrics for any period; the execution Companys consolidated financial statements and delivery of the ABTC Merger Agreement, the public announcement thereof, the pendency of the ABTC Merger Agreement, the impact thereof on the relationships of ABTC related notes, and its subsidiaries, with customers, suppliers or partners or the Closing; any changes after the date of the ABTC Merger Agreement not announced prior to the date of the Merger Agreement in any applicable law or U.S. generally accepted accounting principles ( U.S. GAAP ), including, in each case, the authoritative interpretation or enforcement thereof; any action required by a governmental authority pursuant to antitrust laws in connection with the Mergers; and any action or omission taken by ABTC pursuant to the prior written request of Gryphon, subject to certain exceptions set forth in the ABTC Merger Agreement. Certain officers and directors of Gryphon have interests in the Mergers that may be different from or in addition to, the interests of Gryphon stockholders generally. Some of Gryphons directors and officers have interests in the Mergers that are different from Gryphons stockholders generally and that may influence them to support or approve the Mergers without regard to the interests of Gryphons other stockholders. For example: based on the terms of his employment agreement, Steve Gutterman, the Companys Chief Executive Officer, will be entitled to receive a total value of approximately $2,290,794 in connection with the Closing, which consists of (i) $737,164 as part of severance payments under his employment agreement and (ii) approximately $1,553,630 in value associated with the accelerated vesting of outstanding unvested restricted stock units; based on the terms of his employment agreement, Simeon Salzman, the Companys Chief Financial Officer, will be entitled to receive a total value of approximately $412,500 in connection with the Closing, which consists of a severance payment under his employment agreement documents that is payable in twelve equal monthly installments; based on the terms of his employment agreement, Eric Gallie, the Companys Senior Vice President, Energy, will be entitled to receive a total value of approximately $835,000 in connection Company files with the Closing, which consists of (i) $250,000 as part of severance payments under his employment agreement, payable in twelve equal monthly installments and (ii) approximately $585,000 in value associated with the accelerated vesting of outstanding unvested restricted stock units; and Gryphons directors and officers will be eligible for continued indemnification and continued coverage under directors and officers liability insurance after the Mergers and pursuant to the terms of the ABTC Merger Agreement. SEC. The Gryphon Board was aware of these interests risks and considered them, among other matters, uncertainties described in the decision to approve the ABTC Merger Agreement. 42 Certain provisions of the ABTC Merger Agreement these reports may discourage third parties from submitting alternative takeover proposals, including proposals that may not be superior to the arrangements contemplated by only ones the ABTC Merger Agreement. The ABTC Merger Agreement contains no-shop restrictions on Gryphons ability Company faces. Additional risk factors not presently known to solicit, initiate, endorse, knowingly encourage or facilitate third party proposals relating to alternative transactions or to provide information to or engage in discussions with, a third party in relation to an alternative transaction, subject to certain exceptions to permit the Gryphon Board to comply with its fiduciary duties. The ABTC Merger Agreement also contains force the vote provisions that require Gryphon to hold the Special Meeting even if the Gryphon Board withdraws, amends Company or modifies its recommendation regarding the Proposals. Before the Gryphon Board may change its recommendation to stockholders to vote in favor of the Proposals, Gryphon must, among other things, provide ABTC with notice and negotiation rights. Upon the termination of the ABTC Merger Agreement in certain circumstances, including in connection with a Gryphon Recommendation Change in response to a Superior Proposal, Gryphon may be required to pay up to $5,000,000 as a termination fee, in addition to the out-of-pocket fees and expenses incurred by or on behalf of ABTC in connection with the transactions contemplated by the ABTC Merger Agreement. These provisions could discourage a potential third party acquiror from considering or proposing an acquisition transaction, even if it were prepared to pay a higher price than what would be received in the Mergers. These provisions might also result in a potential third party acquiror proposing to pay a lower price than it might otherwise have proposed to pay because of the added expense of the $5,000,000 termination fee and additional ABTC fees and expenses that it currently deems immaterial may become payable. If the ABTC Merger Agreement is terminated and Gryphon determines to seek another business combination, Gryphon may not be able to negotiate a transaction with another party on terms comparable to or better than, the terms of the ABTC Merger Agreement or at all. Furthermore, as noted above, certain Gryphon securityholders holding an aggregate of approximately 19.29% of the outstanding voting securities of Gryphon as of May 9, 2025 have entered into support agreements. These Gryphon securityholders also agreed to vote against any Gryphon Acquisition Proposal (as defined in impair the ABTC Merger Agreement) or any other proposal with respect to Gryphon that is in opposition to or in competition with, the Mergers. As a result, the support agreements may discourage other parties from attempting to engage in a transaction with Gryphon, even if those parties would otherwise be willing to offer greater value to Gryphon stockholders than that offered by ABTC under the Mergers. Gryphon will be subject to certain contractual restrictions while the Mergers are pending . The ABTC Merger Agreement restricts Gryphon from making certain acquisitions and divestitures, entering into certain contracts, incurring certain indebtedness and expenditures, paying dividends, repurchasing or, with respect to Gryphon, issuing equity securities outside certain limited exceptions and taking other specified actions until the earlier of the Closing or the termination of the ABTC Merger Agreement without the consent of the other party. These restrictions may prevent Gryphon from pursuing attractive business opportunities that may arise prior to the Closing and could have the effect of delaying or preventing other strategic transactions. Adverse effects arising from the pendency of the Mergers could be exacerbated by any delays in the Closing or the termination of the ABTC Merger Agreement. The market price of Gryphon Common Stock may decline and the value of ABTCs securities may be adversely affected as a result of the announcement and pendency of the Mergers . The market price of Gryphon Common Stock may decline and the value of ABTCs securities may be adversely affected as a result of the announcement and pendency of the Mergers for a number of reasons, including if: investors react negatively to the prospects of the Combined Companys business and business, financial condition following the Mergers; and/or the attention of Gryphon or ABTC management is directed towards the Closing and other transaction-related considerations and is diverted from the day-to-day business operations of Gryphon or ABTC, as applicable and matters related to the Mergers require commitments of time and resources that could otherwise have been devoted to other opportunities that might have been beneficial to Gryphon or ABTC, as applicable. A decline in the market price of Gryphon Common Stock or an adverse effect upon the value of ABTCs securities could adversely affect the businesses of, or harm the financial condition, or results of operations or business prospects of, Gryphon, ABTC or the Combined Company. 43 If the Mergers are not completed, the Gryphon Board may decide to pursue a dissolution and liquidation of Gryphon. In such an event, the amount of cash available for distribution to its stockholders will depend heavily on the timing of such liquidation as well as the amount of cash that will need to be reserved for commitments and contingent liabilities. There can be no assurance that the Mergers will be completed. If the Mergers are not completed, the Gryphon Board may decide to pursue a dissolution and liquidation of Gryphon. In such an event, the amount of cash available for distribution to Gryphon stockholders will depend heavily on the timing of such decision, as with the passage of time the amount of cash available for distribution is expected to be reduced as Gryphon continues to fund its operations and transaction-related expenses. In addition, if the Gryphon Board were to approve and recommend and Gryphon stockholders were to approve, a dissolution and liquidation of Gryphon, Gryphon would be required under Delaware corporate law to pay its outstanding obligations, as well as to make reasonable provision for contingent and unknown obligations, prior to making any distributions operations. The factors discussed in liquidation to Gryphon stockholders. As a result of this requirement, a portion of Gryphons remaining cash assets may need to be reserved pending the resolution of such obligations. In addition, Gryphon may be subject to litigation or other claims related to a dissolution and liquidation. If a dissolution and liquidation were pursued, the Gryphon Board, in consultation with its advisors, would need to evaluate these matters and make a determination about a reasonable amount to reserve. Accordingly, holders of Gryphon Common Stock reports, among others, could lose all or a significant portion of their investment in cause the event of liquidation, dissolution or winding up of Gryphon. Litigation relating to the Mergers could require Gryphon to incur significant costs and suffer management distraction and could delay or enjoin the Mergers. Gryphon could be subject to demands or litigation related to the Mergers, whether or not the Mergers are consummated. Such actions may create uncertainty relating to the Mergers or delay or enjoin the Mergers and responding to such demands is often expensive and could divert management time and resources. In addition, such demands or litigation could lead to a dissolution or bankruptcy of Gryphon if the costs associated with such demands or litigation are significant enough. Gryphon and ABTC are expected to incur substantial expenses related to the Mergers. Gryphon and ABTC have incurred and expect to continue to incur, substantial fees and expenses in connection with the Mergers, including legal, accounting, financial advisory and other transaction fees and costs associated with the Mergers. Additionally, as the controlling stockholder of ABTC, Hut 8 has incurred and expects to continue to incur fees and expenses in connection with the Mergers, and such costs are expected to be borne by ABTC. As of June 25, 2025, ABTC has incurred approximately $4.3 million of fees and expenses related to the Mergers, primarily consisting of legal, audit and accounting fees, and anticipates incurring approximately $0.9 million of additional fees and expenses prior to the Closing. As of June 25, 2025, Gryphon has incurred approximately $0.9 million of fees and expenses related to the Mergers, primarily consisting of legal, audit and accounting fees, and anticipates incurring approximately $1.1 million of additional fees and expenses prior to the Closing. Actual transaction costs may substantially exceed Gryphons and ABTCs respective estimates and may have an adverse effect on the Combined Companys financial condition and operating results. In addition, the Combined Company may also incur significant integration-related fees and costs related actual results to formulating differ materially from historical results and implementing integration plans, including facilities and systems consolidation costs and employment-related costs. Gryphon and ABTC continue to assess the magnitude of these costs and additional unanticipated costs may be incurred those expressed in the Mergers and the integration of the two companies businesses. Gryphon or ABTC may waive one or more of the Closing conditions without re-soliciting stockholder approval. Gryphon or ABTC may determine to waive, in whole or in part, one or more of the conditions to its obligations to consummate the Mergers. Gryphon and ABTC expect to evaluate the materiality of any waiver and its effect on Gryphon or ABTC stockholders, as applicable, in light of the facts and circumstances at the time to determine whether any amendment of the merger proxy statement/prospectus or any re-solicitation of proxies, approvals or voting cards is required in light of such waiver. Any determination to waive any condition to the Mergers or as to re-soliciting stockholder approval or amending the merger proxy statement/prospectus as a result of a waiver will be forward-looking statements made by Gryphon it or ABTC, as applicable, at the time of such waiver based on the facts and circumstances as they exist at that time. Following the completion of the Mergers, the Combined Company may issue additional securities. Following the completion of the Mergers, the Combined Company may issue additional securities (including equity securities) to finance its activities. If behalf in filings with the Combined Company were to issue additional equity securities, the ownership interest of existing Gryphon SEC, press releases, communications with investors, and ABTC stockholders may be diluted and some or all of the Combined Companys financial measures on a per share basis could be reduced. Moreover, as the Combined Companys intention to issue additional equity securities becomes publicly known, the Combined Companys share price may be materially adversely affected. 44 oral statements.