Gryphon Digital Mining, Inc. (OBAI) Earnings Call Transcript & Summary

Good morning, and on behalf of the Board of Directors and our officers, I would like to welcome everyone to the 2025 Special Meeting of Stockholders of Gryphon Digital Mining, Inc. I'm Steve Gutterman, Chief Executive Officer and member of the Board, I will act as Chair of the meeting. Here with me today is Sim Salzman, our Chief Financial Officer, who will act as Secretary of the meeting; and Jeremy Provost of Okapi Partners, who will act as Inspector of Election. Also present in person today are members of our Board of Directors as well as our outside legal counsel. All stockholders of record on July 25, 2025, are eligible to vote either by proxy or in person at this meeting. If you've already submitted a proxy to the company and you do not wish to change your vote, you do not have to vote again. However, if you are a record holder as of the record date and have not submitted a proxy or you desire to change your vote, you may vote in person. We will now move forward with the business of today's meeting. The first part of the meeting will be to conduct the business of the 2025 Special Meeting of stockholders as set forth in our proxy materials. As I mentioned, Mr. Provost is duly appointed as Inspector of Election for today's meeting. Prior to the meeting, Mr. Provost provided an executed oath whereby he has been sworn to faithfully perform the duties of inspector of election with impartiality according to the best of visibility. Jeremy?

Thank you, Mr. Gutterman. The record date for determining the holders of common stock entitled to notice of and to vote at this meeting by July 25, 2025, I have in my possession a list of stockholders as of the close of business on the record date, which list will be filed with the records of the company. I am also in possessing affidavit of Continental, the company's transfer agent, attesting that the notice of special meeting and proxy materials and form of proxy card were mailed or otherwise delivered commencing on or about August 1, 2025 to each stockholder of record at the close of business on the record date of the affidavit of mailing, along with the proxy materials will be annexed to the meeting -- the minutes of this meeting. On the record date, there were 82,132,669 shares of common stock issued outstanding and entitled to vote at this meeting. Each share of common stock is entitled to 1 vote. For a quorum to be present, a majority of the outstanding shares entitled to vote must be present at the meeting in person or represented by proxy. Prior to the meeting, as Inspector of Election, I submitted a report of the number of shares of common stock present or represented by proxy at this meeting. This report shows that there are represented at this meeting either in person or by proxy approximately 52,509,156 shares of common stock of the company out of the total of 82,132,669 shares of common stock issued and outstanding and entitled to vote at this meeting. This constitutes approximately 63.9% of the company's outstanding shares of common stock entitled to vote at this meeting. Therefore, there is a quorum present at this meeting for the transaction of business. Back to you, Mr. Gutterman.

Thank you. We will now proceed with the matters to be voted on at this meeting. The polls are open and will remain open until after each of the matters to be presented at the meeting has been submitted. The first item of business to come before the meeting is to approve the issuance of combined company common stock, which will represent more than 20% of the shares of Gryphon common stock outstanding immediately prior to the mergers to stockholders of ABTC as another consideration pursuant to the terms of the merger agreement and the transactions contemplated therein and the change of control resulting from such issuance and the mergers pursuant to NASDAQ listing rules 5635 (a), 5635 (b), respectively. I hereby move to approve and adopt the stock issuance proposal. Does anybody second the motion?

I second the motion.

Thank you. I hereby call the question and declare the polls open to vote on the motion. Any stockholders desiring to vote in person online should do so at this time. If you have not already voted or if you -- if you've not already voted or if you wish to change your vote, please do so now. I now declare the polls closed on this motion. Second item of business to come before the meeting is to approve and adopt the proposed charter. I hereby move to approve and adopt the charter proposal. Does anyone second the motion?

I second the motion.

I hereby call the question and declare the polls open to vote on the motion. Any stockholders desiring to vote in person online should do so at this time. If you have not already voted or if you wish to change your vote, please do so now. Is there anyone else who wishes to vote? I declare the polls closed on this motion. Third item of business come before the meeting is to approve on an advisory and nonbinding basis, the following 5 separate proposals to approve certain governance provisions in the proposed charter. Proposal 3 to change the corporate name of the combined company to American Bitcoin Corp. at and from the time of the mergers. Proposal 4, to change the total number of authorized shares of capital stock of the combined company to 735 billion shares, consisting of 635 billion shares of common stock at 0.0001 par value per share, comprised of 500 billion shares of Class A common stock, 10 billion shares of Class B common stock and 125 billion shares of Class C common stock and 100 billion shares of preferred stock at 0.0001 par value per share. Proposal 5 provide for each common share of Class A common stock to be entitled to 1 vote per share, Class B common stock to be entitled to 10,000 votes per share and Class C common stock being entitled to 10 votes per share. Proposal 6, to permit any action that is required or permitted to be taken by the stockholders of the combined company to be affected by written consent in lieu of a meeting until the voting threshold date to provide that after the voting threshold date, no actions shall be permitted to be taken by the stockholders of the combined company by written consent. Proposal 7 to require the affirmative vote of a super majority of the holders of capital stock of the combined company for certain amendments to the proposed charter. I hereby move to approve the advisory charter proposals. Does anyone second the motion?

I second the motion.

I hereby call the question and declare the polls open to vote on the motion. Any stockholders desiring to vote in person online should do so at this time. If you have not already voted or if you wish to change your vote, please do so now. The polls closed on this motion. Fourth item of business to approve on an advisory and nonbinding basis, the Golden Parachute compensation payments that will or may be made by Gryphon to its named executive officers in connection with the mergers as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. I hereby move to approve the Advisory Golden Parachute proposal. Does anyone second the motion?

I second the motion.

I hereby call the question and declare the polls open to vote on the motion. Any stockholders desiring to vote in person online should do so at this time. If you have not already voted or if you wish to change your vote, please do so now. Is there anyone else who wishes to vote? I now declare the polls closed on this motion. Fifth item of business is to approve the amended and restated American Bitcoin Corp. 2025 Omnibus incentive plan. I hereby move to approve the plan amend the proposal. Does anyone second the motion?

I second the motion.

I hereby call the question and declare the polls open to vote on the motion. Any stockholders desiring to vote in person online should do so at this time. If you have not already voted or if you wish to change your vote, please do so now. I now declare the polls closed on this motion. Last item of business is to approve the adjournment of the Special Meeting to the extent there are insufficient proxies and special meeting to approve any one or more of the foregoing proposals. I hereby move to approve the adjournment proposal. Does any one second the motion?

I second the motion.

I hereby call the question and declare the polls open to vote on the motion. Any stockholders desiring to vote in person online should do so at this time. If you have not already voted or if you wish to change vote, please do so now. Is there anyone else who wishes to vote? I now declare the polls closed on this motion. All matters to be voted on at this meeting have now been presented. If you have not already voted or if you'd like to change your vote, please do so now. We will pause for a moment to ensure that those wishing to vote may now finish doing so. [Voting]

At this time, everyone should have completed voting. This concludes the presentation of the items to be voted on at this Special Meeting. The polls are now closed. We will now pause for a moment while the inspector of election tabulates the votes. Inspector, have you completed the tabulation of the vote?

Yes. Tabulation of the vote is complete.

Will the inspector please report the results of the voting?

For the stock issuance proposal, at least a majority of votes cast at the Special Meeting by stockholders present in person or represented by proxy and entitled to vote on the matter have voted in favor and such proposal has therefore been approved. For the charter proposal at least a majority of the outstanding shares of capital stock of Gryphon entitled to vote on the matter have voted in favor and such proposal has therefore been approved. For each of the advisory charter proposals, at least a majority of votes cast at the Special Meeting by stockholders present in person or represented by proxy entitled to vote on the matter have voted in favor and each such proposal has therefore been approved for each of the Advisory Golden Parachute proposal, at least a majority of votes cast at the Special Meeting by stockholders present in person or represented by proxy and entitled to vote on the matter have voted in favor, and each such proposal has therefore been approved. For the planned amendment proposal, at least a majority of votes cast at the Special Meeting by stockholders present in person or represented by proxy and entitled to vote on the matter have voted in favor and such proposal has for been improved. For the amendment proposal, at least a majority of votes cast at the Special Meeting by stockholders present in person or represented by proxy and entitled to vote on the matter have voted in favor, and such proposal has therefore been approved. I will file the final report of the Inspector of Election in corporate records of the company.

As there is no further business to come before this meeting, I would now like to conclude this meeting.