Filing Overview
Registrant: Gryphon Digital Mining, Inc. (not American Bitcoin Corp. as identified in the request). This Form 8-K was filed April 26, 2024, under Item 4.01 regarding a change in the independent registered public accounting firm.
Business Context and Reporting Period
The filing follows the Company’s February 9, 2024 completion of a merger involving Akerna Merger Co. and Ivy Crypto, Inc., formerly known as Gryphon Digital Mining, Inc. The Company remains listed on Nasdaq under the symbol GRYP and identifies itself as an emerging growth company.
Auditor Change
- Marcum LLP was dismissed as the Company’s independent registered public accounting firm on April 26, 2024.
- The dismissal was approved by the Audit Committee and Board and was not the result of any disagreement with Marcum.
- Marcum’s audit reports for the years ended December 31, 2023 and 2022 contained going-concern explanatory paragraphs but were not adverse or disclaimers of opinion.
- The Company reported no disagreements with Marcum regarding accounting principles, disclosures, audit scope, or procedures.
- The Company reported no reportable events other than material weaknesses in internal control over financial reporting previously disclosed in its 2023 and 2022 Forms 10-K.
- RBSM LLP was engaged on April 26, 2024 to audit the 2024 annual consolidated financial statements and review the quarterly statements for the quarters ending March 31, June 30, and September 30, 2024.
- RBSM had previously served as Ivy Crypto’s independent registered public accounting firm before the merger.
Financial Metrics and Liquidity
This filing does not provide current revenue, profit, cash flow, margins, debt, liquidity, or other operating metrics. It references prior going-concern uncertainty and material weaknesses but does not quantify their financial impact.
Outlook, Risks, and Unusual Items
- The previously disclosed going-concern uncertainty is a material risk indicator; the filing does not provide an updated assessment of the Company’s ability to continue as a going concern.
- Material weaknesses in internal control over financial reporting remained a reported issue in the Company’s recent annual filings.
- The auditor transition itself was not attributed to a dispute or accounting disagreement.
- Marcum’s letter regarding the change in certifying accountant was filed as Exhibit 16.1.
Key Facts for Investor Verification
- Verify the correct issuer: the provided filing is for Gryphon Digital Mining, Inc., not American Bitcoin Corp.
- Review the 2023 and 2022 Forms 10-K for the details of the going-concern paragraph and material internal-control weaknesses.
- Review Marcum’s Exhibit 16.1 letter for any additional comments on the auditor change.
- Confirm subsequent filings from RBSM regarding the 2024 quarterly and annual financial statements.
- Assess whether the merger and auditor transition affected reported financial statements, internal controls, or disclosures.