American Bitcoin (ABTC) FY2025 10-K Risk Factors: 54 New, 68 Dropped

What the changes say

Concentrated exclusively in Bitcoin mining with Hut 8 managing operations.

What changed since the prior 10-K

New

NewRisks Related to Bitcoin
We presently, and we expect to continue to be, highly concentrated in Bitcoin. Bitcoin is a highly volatile asset and fluctuations in the price of Bitcoin have in the past influenced, and are likely to continue to influence, our business, financial condition, and results of operations and the value of our securities
We are highly concentrated in Bitcoin, a volatile asset whose price fluctuations and negative publicity directly impact our business and financial condition.
NewRisks Related to Bitcoin
changes in national and international economic and political conditions
We adopted ASU 2023-08, requiring us to measure our Bitcoin holdings at fair value with gains and losses recognized in net income.
NewRisks Related to Bitcoin
We may be unable to purchase Bitcoin miners at scale or face delays or difficulty in obtaining new Bitcoin miners at scale
We may face difficulties or delays in purchasing new Bitcoin miners at scale due to cost, wear-and-tear, and supply constraints.
NewRisks Related to Bitcoin
We may be subject to additional risks associated with holding Bitcoin for our own account and with pledging our Bitcoin
Our Bitcoin holdings are un-insured, not held with an FDIC or SIPC institution, and stored with custodians like Coinbase or Anchorage.
NewRisks Related to Bitcoin
negative consumer sentiment and perception of Bitcoin specifically and digital assets generally
Negative consumer sentiment and perception of Bitcoin could harm our business, financial condition, and Class A common stock price.
NewRisks Related to Bitcoin
Our reliance on third-party mining pool service providers, including Foundry and Luxor, for our mining revenue payouts may have a negative impact on our business, financial condition, and results of operations
We rely on third-party mining pool service providers like Foundry and Luxor for mining revenue payouts, exposing us to potential downtime.
NewRisks Related to Bitcoin
From time to time, we may enter into certain hedging transactions to generate income and partially offset volatility in Bitcoin prices, which may expose us to risks associated with such transactions
Hedging transactions to mitigate Bitcoin price volatility may expose us to counterparty risk, margin requirements, liquidity constraints, and capped gains.
NewRisks Related to Bitcoin
A failure to properly monitor and upgrade the Bitcoin network’s protocol could damage that network and an investment in our securities
A failure to monitor and upgrade the Bitcoin network protocol by uncompensated contributors could damage the network and our Bitcoin holdings.
NewRisks Related to Our Business and Operations
Our operations are dependent upon maintaining a good relationship with Hut 8
We are highly dependent on Hut 8 and the Hut 8 Agreements for Bitcoin miner colocation, managed services, and day-to-day corporate management.
NewRisks Related to Our Business and Operations
We expect to raise significant amounts of additional capital to execute our strategy. We may be unable to raise the additional capital needed to operate and grow our business
We expect to raise significant additional capital through equity or debt financings to execute our strategy and maintain liquidity.
NewRisks Related to Our Business and Operations
Failure of critical systems related to our operations could have a material adverse effect on our business, financial condition, and results of operations
Critical systems failures, facility destruction, or service interruptions by suppliers like Hut 8 could materially harm our business and operations.
NewRisks Related to Our Business and Operations
We may not be able to compete effectively against our current and future competitors
We face intense competition for Bitcoin miners, low-cost mining infrastructure, and energy capacity from power-intensive industries like AI and HPC.
NewRisks Related to Our Business and Operations
We are subject to risks associated with our need for significant electrical power
NewRisks Related to Our Business and Operations
Such factors and the associated fluctuations in power availability and prices could affect the cost of power for our operations, which are passed through from Hut 8 to us through the MCSA
NewRisks Related to Our Business and Operations
Our business may be heavily impacted by political, social, economic, and other events and circumstances in the United States, Canada, or elsewhere
NewRisks Related to Our Business and Operations
We may be exposed to cybersecurity threats and breaches
NewRisks Related to Our Business and Operations
We may face the risk of Internet-related disruptions
NewRisks Related to Our Business and Operations
Our success depends on key personnel whose continued service is not guaranteed
NewRisks Related to Our Business and Operations
New offerings or lines of business may subject us to additional risks
NewRisks Related to Our Business and Operations
The pace of technological change continues to accelerate and our ability to react effectively to such change may present significant competitive risks
NewRisks Related to Our Business and Operations
If we do not accurately predict our facility requirements or if Hut 8 fails to successfully develop and operate facilities at which we may host our miners, it could have a material adverse effect on our business, financial condition and results of operations
NewRisks Related to Our Business and Operations
We have incurred, and expect to continue to incur, significant costs in connection with the Mergers
NewRisks Related to Our Business and Operations
We may acquire other businesses and/or assets or form strategic alliances or joint ventures that could negatively affect our operating results, dilute shareholder ownership, increase debt, or cause us to incur significant expenses
NewRisks Related to Our Business and Operations
We operate in the United States and Canada and engage with third parties outside of the United States, and we may further expand our operations internationally, which may expose us to risks associated with doing business internationally
NewRisks Related to Our Business and Operations
increased difficulty in protecting our intellectual property rights and trade secrets, including litigation costs and the outcome of such litigation in jurisdictions outside the United States
NewRisks Related to Certain Regulations and Laws, Including Tax Laws
Our operations are subject to various complex legal, regulatory, governmental, and technological uncertainties
NewRisks Related to Certain Regulations and Laws, Including Tax Laws
The application of the CEA and the regulations promulgated thereunder by the CFTC to our business is unclear and is subject to change in a manner that is difficult to predict
NewRisks Related to Certain Regulations and Laws, Including Tax Laws
If regulatory changes or interpretations require our registration as a "money services business" under the regulations promulgated by FinCEN under the authority of the Bank Secrecy Act or otherwise under state laws, we may incur significant compliance costs
NewRisks Related to Certain Regulations and Laws, Including Tax Laws
Regulatory changes reclassifying Bitcoin as a security could lead to our classification as an "investment company" under the Investment Company Act of 1940 and could adversely affect the market price of Bitcoin and the market price of our listed securities
NewRisks Related to Certain Regulations and Laws, Including Tax Laws
Our interactions with a blockchain may expose us to specially designated nationals or blocked persons and new legislation or regulation could adversely impact our business or the market for digital assets
NewRisks Related to Certain Regulations and Laws, Including Tax Laws
We may be subject to substantial environmental or energy regulation and may be adversely affected by legislative or regulatory changes
NewRisks Related to Certain Regulations and Laws, Including Tax Laws
We may be involved in legal proceedings from time to time, which could adversely affect us
NewRisks Related to Certain Regulations and Laws, Including Tax Laws
Changes in tax laws or unanticipated tax liabilities could adversely affect our effective income tax rate and profitability
NewRisks Related to Certain Regulations and Laws, Including Tax Laws
Developments regarding the treatment of Bitcoin for applicable U.S. and Canadian federal, state, provincial, local, and other tax purposes could adversely impact our business
NewRisks Related to Certain Regulations and Laws, Including Tax Laws
Intellectual property rights claims may adversely affect the operation of some or all digital asset networks
NewRisks Related to Certain Regulations and Laws, Including Tax Laws
We may not protect our intellectual property rights and other proprietary rights effectively
NewRisks Related to Certain Regulations and Laws, Including Tax Laws
Our intellectual property may infringe claims of third-party intellectual property rights or other proprietary rights, which could adversely affect our business and profitability
NewRisks Related to Ownership of Our Class A Common Stock
The market price of our Class A common stock may be volatile or may decline regardless of our operating performance
NewRisks Related to Ownership of Our Class A Common Stock
any other factors discussed in this Annual Report and our other filings with the SEC
NewRisks Related to Ownership of Our Class A Common Stock
Our multi-class capital structure concentrates voting control with Hut 8 and certain of our other principal shareholders, who have the ability to control the direction of our business and significantly influence all matters submitted to our stockholders for approval
NewRisks Related to Ownership of Our Class A Common Stock
the number of shares available for issuance under our equity incentive plans
NewRisks Related to Ownership of Our Class A Common Stock
Our multi-class capital structure may adversely affect the trading market for our Class A common stock
NewRisks Related to Ownership of Our Class A Common Stock
Hut 8’s interests may conflict with our interests and the interests of our other stockholders
NewRisks Related to Ownership of Our Class A Common Stock
any intercompany agreements and services between us and Hut 8, including the Hut Agreements
NewRisks Related to Ownership of Our Class A Common Stock
We rely on exemptions from certain Nasdaq corporate governance requirements for controlled companies
NewRisks Related to Ownership of Our Class A Common Stock
Sales of a substantial number of shares of Class A common stock or other securities by our stockholders could cause our Class A common stock price to fall
NewRisks Related to Ownership of Our Class A Common Stock
If equity research analysts do not publish research or reports or publish unfavorable research or reports about us, our business, market, stock price, and trading volume could decline
NewRisks Related to Ownership of Our Class A Common Stock
We incur, and will continue to incur, increased costs as a result of operating as a public company and our management team is required to devote substantial time to compliance initiatives
NewRisks Related to Ownership of Our Class A Common Stock
The historical financial information of Historical ABTC presented herein may not be representative of its results or financial condition if Historical ABTC had been operated as a standalone public company and as a result may not be representative of our results or financial condition
NewRisks Related to Ownership of Our Class A Common Stock
Our Charter includes a forum selection clause, which limits our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or other employees
NewRisks Related to Ownership of Our Class A Common Stock
Anti-takeover provisions in our Charter and Bylaws, as well as provisions of Delaware law, could delay or prevent a change of control
NewRisks Related to Ownership of Our Class A Common Stock
establish advance notice requirements for nominations for election to the Board or for proposing matters that may be acted on by stockholders at stockholder meetings
NewRisks Related to Ownership of Our Class A Common Stock
Key members of our management team have limited experience managing a public company
NewRisks Related to Ownership of Our Class A Common Stock
Our management will have broad discretion in the use of our cash and cash equivalents and may invest or spend these funds in ways with which you do not agree and in ways that may not increase the value of your investment

Dropped

DroppedRisks Related to Our Business
Bitcoin price volatility may affect our ability to effectively manage our growth plans and profitability
Bitcoin price volatility may affect our ability to manage growth plans and profitability.
DroppedRisks Related to Our Business
Gryphon’s success depends upon the value of Bitcoin; the value of Bitcoin may be subject to pricing risk and has historically been subject to wide swings
Gryphon's success depends on the value and rewards of mined Bitcoin.
DroppedRisks Related to Our Business
Regulatory, commercial and technical uncertainties may influence bitcoin prices
Regulatory, commercial, and technical uncertainties may influence Bitcoin prices.
DroppedRisks Related to Our Business
Failure to increase our hashrate may reduce our competitiveness and negatively impact our financial performance
Failure to increase hashrate may reduce competitiveness and financial performance.
DroppedRisks Related to Our Business
The adoption and long-term viability of digital asset networks is uncertain, and a decline in their growth or acceptance could negatively impact our business and the value of our stock
Adoption and long-term viability of digital asset networks is uncertain.
DroppedRisks Related to Our Business
Geopolitical and economic crises could lead to increased uncertainty, large-scale selloffs of digital assets and a decline in bitcoin’s value, negatively impacting our business and stock price
Geopolitical and economic crises could lead to large-scale selloffs of digital assets.
DroppedRisks Related to Our Business
Bitcoin mining hardware experiences wear and tear over time, requiring periodic repairs or replacement to maintain efficiency. Additionally, as mining technology evolves, we must invest in newer, more efficient mining equipment to remain competitive, which requires significant capital expenditures
Bitcoin mining hardware wears out and requires capital-intensive periodic repairs or replacements.
DroppedRisks Related to Our Business
Bitcoin network forks, where the blockchain splits into two separate networks, could cause disruptions and negatively impact our business
Bitcoin network forks could cause disruptions and negatively impact our business.
DroppedRisks Related to Our Business
A 51% attack on the Bitcoin network could undermine security and market confidence
A 51% attack on the Bitcoin network could undermine security and market confidence.
DroppedRisks Related to Our Business
If a 51% attack were successfully executed, it could lead to a loss of confidence in bitcoin’s security and reliability, causing its price to drop significantly. Such an event could also prompt regulatory restrictions on cryptocurrency mining and trading, further exacerbating the negative impact on our business
A 51% attack could lead to regulatory restrictions and a price drop.
DroppedRisks Related to Our Business
Noise generated by our mining operations poses regulatory, legal, operational and reputational risks
Noise generated by mining operations poses regulatory and reputational risks.
DroppedRisks Related to Our Business
We may experience liquidity constraints and need additional capital, which may not be available to us on favorable terms, or at all
We may experience liquidity constraints and need capital for AI and HPC growth.
DroppedRisks Related to Our Business
The lack of regulation of digital asset exchanges which Bitcoin, and other cryptocurrencies, are traded on, may expose Gryphon to the effects of negative publicity resulting from fraudulent actors in the cryptocurrency space, and can adversely affect an investment in Gryphon
DroppedRisks Related to Our Business
We have engaged in, and may continue to engage in, strategic acquisitions and other transactions that could disrupt our business, dilute our stockholders, strain our financial resources and harm our operating results
DroppedRisks Related to Our Business
The Bitcoin market is exposed to financially troubled cryptocurrency-based companies
DroppedRisks Related to Our Business
The lack of legal recourse and insurance for our digital assets increases the risk of total loss in the event of theft or destruction
DroppedRisks Related to Our Business
There is a lack of liquid markets for, and possible manipulation of, blockchain/cryptocurrency-based assets
DroppedRisks Related to Our Business
Acceptance and/or widespread use of Bitcoin are uncertain
DroppedRisks Related to Our Business
Gryphon aims to mitigate the impacts of halving by maintaining a breakeven profitability floor far below the network average. To do so, Gryphon has developed and implemented a curtailment agreement with its hosting partners to maximize the marginal profitability of its machines
DroppedRisks Related to Our Business
Cryptocurrencies, including Bitcoin, face significant scaling obstacles that can lead to high fees or slow transaction settlement times
DroppedRisks Related to Our Business
Transaction fees may decrease demand for Bitcoin and prevent expansion that could adversely impact an investment in Gryphon
DroppedRisks Related to Our Business
The price of Bitcoin may be affected by the sale of Bitcoin by other vehicles investing in Bitcoin or tracking Bitcoin markets
DroppedRisks Related to Our Business
To the extent that other cryptocurrencies are introduced into the market, gain traction and are supported by the deployment of significant resources, the success of any such cryptocurrency could lead to a decrease in demand and the potential exclusion of existing cryptocurrencies, such as Bitcoin
DroppedRisks Related to Our Business
The decentralized nature of cryptocurrency systems may lead to slow or inadequate responses to crises, which may negatively affect Gryphon’s business
DroppedRisks Related to Our Business
The impact of geopolitical and economic events on the supply and demand for Bitcoin is uncertain
DroppedRisks Related to Our Business
Gryphon faces risks of Internet disruptions, which could have an adverse effect on the price of Bitcoin
DroppedRisks Related to Our Business
Fluctuations in the price of bitcoin may significantly influence the market price of our bitcoin holdings and therefore, the price of our common stock
DroppedRisks Related to Operations
Gryphon may be unable to access sufficient additional capital to fund its operations or for future strategic growth initiatives
DroppedRisks Related to Operations
Since Gryphon began revenue generation in September 2021, management has financed Gryphon’s operations through equity and debt financing and the sale of the digital assets earned through mining operations
DroppedRisks Related to Operations
Gryphon’s loss of any of its management or advisory team, its inability to execute an effective succession plan, or its inability to attract and retain qualified personnel, could adversely affect Gryphon’s business
DroppedRisks Related to Operations
Gryphon’s bitcoin may be subject to loss, theft or restriction on access
DroppedRisks Related to Operations
Our ability to adopt technology in response to changing security needs or trends and reliance on third party, Bitgo Prime, for custody poses a challenge to the safekeeping of our digital assets
DroppedRisks Related to Operations
Incorrect or fraudulent cryptocurrency transactions may be irreversible
DroppedRisks Related to Operations
Gryphon may be affected by price fluctuations in the wholesale and retail power markets
DroppedRisks Related to Operations
If Gryphon is unable to secure and maintain its power supply at prices or on terms acceptable to it, a material adverse effect on Gryphon’s business, prospects, financial condition, and operating results would occur
DroppedRisks Related to Operations
Gryphon’s business is dependent on a small number of digital asset mining equipment suppliers
DroppedRisks Related to Operations
Mining machines rely on components and raw materials that may be subject to price fluctuations or shortages, including ASIC chips that have been subject to an ongoing significant shortage
DroppedRisks Related to Operations
Gryphon’s reliance primarily on a single model of miner may subject its operations to increased risk of design flaws
DroppedRisks Related to Operations
There are risks related to technological obsolescence, the vulnerability of the global supply chain to Bitcoin hardware disruption, and difficulty in obtaining new hardware, which may have a negative effect on Gryphon’s business
DroppedRisks Related to Operations
Gryphon’s use of third-party mining pools exposes it to additional risks
DroppedRisks Related to Operations
Gryphon relies on hosting arrangements to conduct its business, and the availability of such hosting arrangements is uncertain and competitive and may be affected by changes in regulation in one or more countries
DroppedRisks Related to Operations
The mining data centers at which Gryphon maintains its mining equipment may experience damages, including damages that are not covered by insurance
DroppedRisks Related to Operations
Gryphon may not be able to compete with other companies, some of whom have greater resources and experience
DroppedRisks Related to Operations
Gryphon may not adequately respond to price fluctuations and rapidly changing technology, which may negatively affect Gryphon’s business
DroppedRisks Related to Operations
The impacts of climate change may result in additional costs or risks
DroppedRisks Related to Operations
Terminations of agreements with hosting partners may materially our operations, financial condition, and results of operations
DroppedRisks Related to Operations
Restrictive covenants in the New Loan Agreement and Notes may limit our operating flexibility and ability to engage in certain transactions that may be in our long-term best interest
DroppedRisks Related to Governmental Regulation and Enforcement
As cryptocurrencies may be determined to be investment securities, Gryphon may inadvertently violate the Investment Company Act of 1940 and incur large losses as a result and potentially be required to register as an investment company or terminate operations and Gryphon may incur third-party liabilities
DroppedRisks Related to Governmental Regulation and Enforcement
Gryphon’s interactions with a blockchain may expose Gryphon to specially designated nationals or blocked persons or cause Gryphon to violate provisions of law that did not contemplate distributed ledger technology
DroppedRisks Related to Governmental Regulation and Enforcement
Increased scrutiny and changing expectations from stockholders with respect to our environmental, social and governance (“ESG”) practices and the impacts of climate change may result in additional costs or risks
DroppedRisks Related to Governmental Regulation and Enforcement
Targeted energy regulations and taxes could increase our costs and adversely affect our business
DroppedRisks Related to Governmental Regulation and Enforcement
Gryphon’s management and compliance personnel have limited experience handling a listed cryptocurrency mining-related services company
DroppedRisks Related to Pending Acquisitions
If completed, the Captus Acquisition may not achieve its intended results and may result in us assuming unanticipated liabilities
DroppedRisks Related to Pending Acquisitions
The transactions contemplated by the Captus Agreement are subject to conditions that may not be satisfied on a timely basis or at all. Failure to complete the transactions contemplated by the Captus Agreement could have material and adverse effects on us
DroppedRisks Related to Pending Acquisitions
We will be subject to business uncertainties while the Captus Acquisition is pending, which could adversely affect our business
DroppedRisks Related to Pending Acquisitions
We expect to incur significant transaction costs in connection with the Captus Acquisition
DroppedRisks Related to Gryphon’s Securities
Our stock price is volatile and subject to significant fluctuations
DroppedRisks Related to Gryphon’s Securities
The stock price of the Company’s common stock may be volatile or may decline regardless of its operating performance and you may not be able to resell your shares at or above the purchase price
DroppedRisks Related to Gryphon’s Securities
Gryphon’s operating results may fluctuate significantly or may fall below the expectations of investors or securities analysts, each of which may cause the Company’s stock price to fluctuate or decline
DroppedRisks Related to Gryphon’s Securities
Gryphon’s executive officers, directors and principal stockholders, if they choose to act together, will continue to control or significantly influence all matters submitted to stockholders for approval
DroppedRisks Related to Gryphon’s Securities
Current or future litigation may harm our financial condition or results of operations
DroppedRisks Related to Gryphon’s Securities
The issuance of shares of our common stock pursuant to the New Loan Agreement, Notes and Advisory Agreement may result in significant dilution to our stockholders
DroppedRisks Related to Gryphon’s Securities
Sales of a substantial number of shares of Gryphon’s common stock in the public market or the perception that these sales might occur could significantly reduce the market price of Gryphon’s common stock and impair Gryphon’s ability to raise adequate capital through the sale of additional equity securities
DroppedRisks Related to Gryphon’s Securities
Delaware law and provisions in Gryphon’s amended and restated certificate of incorporation and bylaws could make a merger, tender offer or proxy contest difficult, thereby depressing the trading price of Gryphon’s common stock
DroppedRisks Related to Gryphon’s Securities
To the extent that any such claims may be based upon federal law claims, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder
DroppedRisks Related to Gryphon’s Securities
There can be no assurance that we will continue to be able to comply with the continued listing standards of Nasdaq
DroppedRisks Related to Gryphon’s Securities
Uncertainty in accounting standards for bitcoin and other cryptocurrencies may lead to financial restatements and business disruptions
DroppedRisks Related to Gryphon’s Securities
Gryphon’s management is required to devote a substantial amount of time to comply with public company regulations

Reworded

100% rewrittenRisks Related to Our Business and Operations
We are an early-stage company with limited operating history
Updated to reflect early-stage status without operating history, referencing specific management and funding challenges.
Was: Gryphon is an early-stage company and has a limited history of generating profits
95% rewrittenRisks Related to Bitcoin
The development and acceptance of competing blockchain platforms or technologies may cause consumers to use alternative distributed ledgers or other alternatives
Updated to focus specifically on Bitcoin abandonment risks and illegal activities facilitated by Bitcoin characteristics like money laundering.
95% rewrittenRisks Related to Bitcoin
There is a possibility of Bitcoin mining algorithms transitioning to "proof of stake" validation, which could make us less competitive and adversely affect our business, financial condition, and results of operations
Expanded from generic validation risks to specifically address Bitcoin network transitions and infrastructure modification requirements.
Was: There is a possibility of Bitcoin mining algorithms transitioning to proof of stake validation and other mining related risks, which could make Gryphon less competitive and ultimately adversely affect Gryphon’s business
94% rewrittenRisks Related to Bitcoin
Our operations, investment strategies, and profitability may be adversely affected by competition from other methods of investing in Bitcoin
Added specific mention of the SEC's approval of spot Bitcoin ETFs on January 10, 2024, as a competitive investment alternative.
Was: Gryphon’s operations, investment strategies and profitability may be adversely affected by competition from other methods of investing in Bitcoin
91% rewrittenRisks Related to Bitcoin
If we fail to grow our hashrate, we may be unable to compete and our business, financial condition, and results of operations could suffer
Clarified global hashrate growth mechanics and the resulting decline in percentage of daily rewards without proportional hashrate expansion.
Was: If we fail to grow our hash rate, we may be unable to compete, and our results of operations could suffer
89% rewrittenRisks Related to Ownership of Our Class A Common Stock
Future sales and issuances of our Class A common stock or rights to purchase Class A common stock, including pursuant to the 2025 Plan, could result in dilution and could cause the market price of our Class A common stock to fall
Added reference to potential capital raises exceeding current enterprise value and market capitalization, plus per-share dilution impacts.
Was: Future sales and issuances of Gryphon’s common stock or rights to purchase common stock, including in connection with pending acquisitions or pursuant to Gryphon’s equity incentive plan, could result in dilution of the percentage ownership of its stockholders and could cause Gryphon’s stock price to fall
88% rewrittenRisks Related to Bitcoin
It may be illegal now, or in the future, to acquire, own, hold, sell, or use Bitcoin or other digital assets, participate in blockchains, or utilize similar digital assets in one or more countries
Added specific historical examples such as China's 2021 blanket ban on digital asset mining and transactions.
Was: It may be illegal now, or in the future, to acquire, own, hold, sell or use bitcoin, ether, or other cryptocurrencies, participate in blockchains or utilize similar cryptocurrency assets in one or more countries, the ruling of which would adversely affect Gryphon
85% rewrittenRisks Related to Bitcoin
The Bitcoin reward for successfully uncovering a block will halve several times in the future and Bitcoin’s value may not adjust to compensate us for the reduction in the rewards we receive from our mining efforts
Updated with precise halving figures, noting the reward reduction from 6.25 to 3.125 Bitcoin on April 19, 2024.
Was: The bitcoin reward for successfully uncovering a block will halve several times in the future and Bitcoin value may not adjust to compensate Gryphon for the reduction in the rewards Gryphon receives from its mining efforts
83% rewrittenRisks Related to Bitcoin
Banks and financial institutions may not provide banking services or may cut off services to businesses that provide digital asset-related services or that accept digital assets as payment
Was: Banks and financial institutions may not provide banking services, or may cut off services, to businesses that engage in Bitcoin-related activities or that accept bitcoin as payment, including financial institutions of investors in Gryphon’s common stock
76% rewrittenRisks Related to Ownership of Our Class A Common Stock
We do not expect to pay dividends on our Class A common stock and, consequently, your ability to achieve a return on your investment will depend on appreciation, if any, in the price of our Class A common stock
Was: Gryphon does not currently intend to pay dividends on its common stock, and, consequently, your ability to achieve a return on your investment will depend on appreciation, if any, in the price of Gryphon’s common stock
74% rewrittenRisks Related to Bitcoin
Forks in the Bitcoin network may occur in the future, which may affect the value of Bitcoin held by us
Was: Gryphon may not be able to realize the benefits of forks. Forks in a digital asset network may occur in the future which may affect the value of bitcoin held by Gryphon
70% rewrittenRisks Related to Bitcoin
If a malicious actor or botnet obtains control of a majority of the processing power active on any digital asset network, including the Bitcoin network, the blockchain may be manipulated in a manner that adversely affects us
Was: If a malicious actor or botnet obtains control in excess of 50% of the processing power active on any digital asset network, including the Bitcoin network, it is possible that such actor or botnet could manipulate the blockchain in a manner that adversely affects an investment in Gryphon

All 66 risk factors

Headings as the filing states them, in filing order.

Risks Related to Bitcoin

01We presently, and we expect to continue to be, highly concentrated in Bitcoin. Bitcoin is a highly volatile asset and fluctuations in the price of Bitcoin have in the past influenced, and are likely to continue to influence, our business, financial condition, and results of operations and the value of our securitiesNew
02changes in national and international economic and political conditionsNew
03If we fail to grow our hashrate, we may be unable to compete and our business, financial condition, and results of operations could suffer91% rewritten
04We may be unable to purchase Bitcoin miners at scale or face delays or difficulty in obtaining new Bitcoin miners at scaleNew
05We may be subject to additional risks associated with holding Bitcoin for our own account and with pledging our BitcoinNew
06Our operations, investment strategies, and profitability may be adversely affected by competition from other methods of investing in Bitcoin94% rewritten
07negative consumer sentiment and perception of Bitcoin specifically and digital assets generallyNew
08Our reliance on third-party mining pool service providers, including Foundry and Luxor, for our mining revenue payouts may have a negative impact on our business, financial condition, and results of operationsNew
09From time to time, we may enter into certain hedging transactions to generate income and partially offset volatility in Bitcoin prices, which may expose us to risks associated with such transactionsNew
10The Bitcoin reward for successfully uncovering a block will halve several times in the future and Bitcoin’s value may not adjust to compensate us for the reduction in the rewards we receive from our mining efforts85% rewritten
11The development and acceptance of competing blockchain platforms or technologies may cause consumers to use alternative distributed ledgers or other alternatives95% rewritten
12It may be illegal now, or in the future, to acquire, own, hold, sell, or use Bitcoin or other digital assets, participate in blockchains, or utilize similar digital assets in one or more countries88% rewritten
13A failure to properly monitor and upgrade the Bitcoin network’s protocol could damage that network and an investment in our securitiesNew
14There is a possibility of Bitcoin mining algorithms transitioning to "proof of stake" validation, which could make us less competitive and adversely affect our business, financial condition, and results of operations95% rewritten
15If a malicious actor or botnet obtains control of a majority of the processing power active on any digital asset network, including the Bitcoin network, the blockchain may be manipulated in a manner that adversely affects us70% rewritten
16Forks in the Bitcoin network may occur in the future, which may affect the value of Bitcoin held by us74% rewritten
17Banks and financial institutions may not provide banking services or may cut off services to businesses that provide digital asset-related services or that accept digital assets as payment83% rewritten

Risks Related to Our Business and Operations

18Our operations are dependent upon maintaining a good relationship with Hut 8New
19We expect to raise significant amounts of additional capital to execute our strategy. We may be unable to raise the additional capital needed to operate and grow our businessNew
20Failure of critical systems related to our operations could have a material adverse effect on our business, financial condition, and results of operationsNew
21We may not be able to compete effectively against our current and future competitorsNew
22We are subject to risks associated with our need for significant electrical powerNew
23Such factors and the associated fluctuations in power availability and prices could affect the cost of power for our operations, which are passed through from Hut 8 to us through the MCSANew
24Our business may be heavily impacted by political, social, economic, and other events and circumstances in the United States, Canada, or elsewhereNew
25We may be exposed to cybersecurity threats and breachesNew
26We may face the risk of Internet-related disruptionsNew
27Our success depends on key personnel whose continued service is not guaranteedNew
28We are an early-stage company with limited operating history100% rewritten
29New offerings or lines of business may subject us to additional risksNew
30The pace of technological change continues to accelerate and our ability to react effectively to such change may present significant competitive risksNew
31If we do not accurately predict our facility requirements or if Hut 8 fails to successfully develop and operate facilities at which we may host our miners, it could have a material adverse effect on our business, financial condition and results of operationsNew
32We have incurred, and expect to continue to incur, significant costs in connection with the MergersNew
33We may acquire other businesses and/or assets or form strategic alliances or joint ventures that could negatively affect our operating results, dilute shareholder ownership, increase debt, or cause us to incur significant expensesNew
34We operate in the United States and Canada and engage with third parties outside of the United States, and we may further expand our operations internationally, which may expose us to risks associated with doing business internationallyNew
35increased difficulty in protecting our intellectual property rights and trade secrets, including litigation costs and the outcome of such litigation in jurisdictions outside the United StatesNew

Risks Related to Certain Regulations and Laws, Including Tax Laws

36Our operations are subject to various complex legal, regulatory, governmental, and technological uncertaintiesNew
37The application of the CEA and the regulations promulgated thereunder by the CFTC to our business is unclear and is subject to change in a manner that is difficult to predictNew
38If regulatory changes or interpretations require our registration as a "money services business" under the regulations promulgated by FinCEN under the authority of the Bank Secrecy Act or otherwise under state laws, we may incur significant compliance costsNew
39Regulatory changes reclassifying Bitcoin as a security could lead to our classification as an "investment company" under the Investment Company Act of 1940 and could adversely affect the market price of Bitcoin and the market price of our listed securitiesNew
40Our interactions with a blockchain may expose us to specially designated nationals or blocked persons and new legislation or regulation could adversely impact our business or the market for digital assetsNew
41We may be subject to substantial environmental or energy regulation and may be adversely affected by legislative or regulatory changesNew
42We may be involved in legal proceedings from time to time, which could adversely affect usNew
43Changes in tax laws or unanticipated tax liabilities could adversely affect our effective income tax rate and profitabilityNew
44Developments regarding the treatment of Bitcoin for applicable U.S. and Canadian federal, state, provincial, local, and other tax purposes could adversely impact our businessNew
45Intellectual property rights claims may adversely affect the operation of some or all digital asset networksNew
46We may not protect our intellectual property rights and other proprietary rights effectivelyNew
47Our intellectual property may infringe claims of third-party intellectual property rights or other proprietary rights, which could adversely affect our business and profitabilityNew

Risks Related to Ownership of Our Class A Common Stock

48The market price of our Class A common stock may be volatile or may decline regardless of our operating performanceNew
49any other factors discussed in this Annual Report and our other filings with the SECNew
50Our multi-class capital structure concentrates voting control with Hut 8 and certain of our other principal shareholders, who have the ability to control the direction of our business and significantly influence all matters submitted to our stockholders for approvalNew
51the number of shares available for issuance under our equity incentive plansNew
52Our multi-class capital structure may adversely affect the trading market for our Class A common stockNew
53Hut 8’s interests may conflict with our interests and the interests of our other stockholdersNew
54any intercompany agreements and services between us and Hut 8, including the Hut AgreementsNew
55We rely on exemptions from certain Nasdaq corporate governance requirements for controlled companiesNew
56Future sales and issuances of our Class A common stock or rights to purchase Class A common stock, including pursuant to the 2025 Plan, could result in dilution and could cause the market price of our Class A common stock to fall89% rewritten
57Sales of a substantial number of shares of Class A common stock or other securities by our stockholders could cause our Class A common stock price to fallNew
58If equity research analysts do not publish research or reports or publish unfavorable research or reports about us, our business, market, stock price, and trading volume could declineNew
59We incur, and will continue to incur, increased costs as a result of operating as a public company and our management team is required to devote substantial time to compliance initiativesNew
60The historical financial information of Historical ABTC presented herein may not be representative of its results or financial condition if Historical ABTC had been operated as a standalone public company and as a result may not be representative of our results or financial conditionNew
61Our Charter includes a forum selection clause, which limits our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or other employeesNew
62Anti-takeover provisions in our Charter and Bylaws, as well as provisions of Delaware law, could delay or prevent a change of controlNew
63establish advance notice requirements for nominations for election to the Board or for proposing matters that may be acted on by stockholders at stockholder meetingsNew
64We do not expect to pay dividends on our Class A common stock and, consequently, your ability to achieve a return on your investment will depend on appreciation, if any, in the price of our Class A common stock76% rewritten
65Key members of our management team have limited experience managing a public companyNew
66Our management will have broad discretion in the use of our cash and cash equivalents and may invest or spend these funds in ways with which you do not agree and in ways that may not increase the value of your investmentNew

Other American Bitcoin 10-Ks

FY2024 10-K risk factors
80 risks
Bitcoin price volatility and mining economics dominate American Bitcoin Corp.'s risk profile. Hashrate competition and power supply costs threaten ongoing profitability and expansion. Digital asset custody security and lack of insurance expose holdings to total loss.
Filed Mar 31, 2025

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The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.