{"schema_version":"secwatch.filing_event.v1","accession":"0001213900-24-009741","form_type":"8-K","ticker":"ABTC","cik":"0001755953","company_name":"American Bitcoin Corp.","filed_at":"2024-02-02T23:59:59+00:00","discovered_at":"2026-05-14T18:03:25.407927+00:00","generated_at":"2026-06-06T10:00:04.615318+00:00","sec_items":["5.02","5.07","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":0.8,"calibrated_materiality_score":0.8,"confidence":"high","headline":"Akerna stockholders approve merger with Gryphon, asset sale, reverse split, and name change","bullets":["Merger with Gryphon Digital Mining approved (9,837,559 for, 99,742 against); change of control upon closing.","Sale of MJ Freeway & Ample Organics to MJ Acquisition approved (9,399,563 for); convertible note issuance also approved.","Reverse stock split (1:15-100) and name change to 'Gryphon Digital Mining, Inc.' approved by wide margins.","Proposal to increase authorized common shares failed; 4,180,534 for but less than majority of outstanding.","Stockholders also approved 2024 Omnibus Incentive Plan with over 9.6 million votes for."],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-24-009741","json":"https://secwatch.observer/filing/0001213900-24-009741.json","markdown":"https://secwatch.observer/filing/0001213900-24-009741.md","text":"https://secwatch.observer/filing/0001213900-24-009741.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1755953/000121390024009741/0001213900-24-009741-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1755953/000121390024009741/ea192751-8k425_akerna.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-06T10:00:04.615318+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"3f111f112ae4347b4a31a5fdda1b3a7ee6c76ea8","claim":"American Bitcoin Corp. shareholders approved Approval of Akerna 2024 Omnibus Incentive Plan at the 2024-01-29 meeting.","evidence_excerpt":"The proposal, to approve the Akerna 2024 Omnibus Incentive Plan, in the form attached as Annex F to the Proxy Statement/Prospectus, was voted on by the stockholders as follows: For Against Abstentions Broker Non-Votes 9,643,234 278,050 24,780 1,439,865","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1755953/000121390024009741/0001213900-24-009741-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"equity plan"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-01-29"}],"fact_type":"shareholder_vote"},{"claim_id":"6f2ca134cc8a391c5a11db55439a3bb0ceb6c93e","claim":"American Bitcoin Corp. shareholders approved Amendment to Amended and Restated Certificate of Incorporation to change corporate name to Gryphon Digital Mining, Inc. at the 2024-01-29 meeting.","evidence_excerpt":"The proposal, to approve an amendment to the amended and restated certificate of incorporation of Akerna to change the corporate name from Akerna Corp. to “Gryphon Digital Mining, Inc.”, was voted on by the stockholders as follows: For Against Abstentions Broker Non-Votes 11,209,771 138,965 24,717 0","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1755953/000121390024009741/0001213900-24-009741-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-01-29"}],"fact_type":"shareholder_vote"},{"claim_id":"7f00fd8b126e3502690273296dc4b654b060b21e","claim":"American Bitcoin Corp. shareholders rejected Increase number of authorized shares of common stock at the 2024-01-29 meeting.","evidence_excerpt":"The proposal, to increase the number of authorized shares of Akerna’s common stock, was voted on by the stockholders as follows: For Against Abstentions Broker Non-Votes Total Voting: 11,037,010 Common Stock as Separate Class: 4,180,534 Total Voting: 344,071 Common Stock as Separate Class: 344,071 Total Voting: 4,848 Common Stock as Separate Class: 4,848 Total Voting: 0 Common Stock as Separate Class: 0","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1755953/000121390024009741/0001213900-24-009741-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"failed"},{"label":"Meeting","value":"2024-01-29"}],"fact_type":"shareholder_vote"},{"claim_id":"835fe6a18d1f7637f2566bb74c3fc1bf9668a383","claim":"American Bitcoin Corp. shareholders approved Approval of issuance of Akerna common stock upon conversion of secured convertible promissory note held by MJ Acquisition Corp. at the 2024-01-29 meeting.","evidence_excerpt":"The proposal, to approve the issuance of Akerna common stock upon the conversion of $1,650,000 in principal amount of a secured convertible promissory note held by MJ Acquisition Corp. in accordance with the terms of such secured convertible promissory note a copy of which was attached as Annex G to the Proxy Statement/Prospectus, was voted on by the stockholders as follows: For Against Abstentions Broker Non-Votes 9,795,499 140,552 10,013 1,439,865","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1755953/000121390024009741/0001213900-24-009741-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-01-29"}],"fact_type":"shareholder_vote"},{"claim_id":"87e6a93b290b68056ea749dd32cc1de8489d18f9","claim":"American Bitcoin Corp. shareholders approved Amendment to Amended and Restated Certificate of Incorporation to effect reverse stock split at ratio of 1-for-15 to 1-for-100 at the 2024-01-29 meeting.","evidence_excerpt":"The proposal, to amend the Company’s Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.0001, at a ratio of one (1) new share for every fifteen (15) to one hundred (100) shares of outstanding Akerna common stock, with the exact ratio and effective time of the reverse stock split of Akerna common stock to be determined by the Akerna board of directors, agreed to by Gryphon and publicly announced by press release, was voted on by the stockholders as follows: For Against Abstentions Broker Non-Votes 11,123,165 260,489 2,275 0","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1755953/000121390024009741/0001213900-24-009741-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"reverse split"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-01-29"}],"fact_type":"shareholder_vote"},{"claim_id":"bd6d9b4fdef7d13e3e08a4ce135a7e998801792e","claim":"American Bitcoin Corp. shareholders approved Approval of sale of membership interests of MJ Freeway and capital stock of Ample Organics to MJ Acquisition Corp. at the 2024-01-29 meeting.","evidence_excerpt":"The proposal, to approve the sale of the membership interests of MJ Freeway and the capital stock of Ample Organics, Inc. to MJ Acquisition Corp. (“MJ Acquisition”), pursuant to the terms of the Securities Purchase Agreement dated as of April 28, 2023, as amended, by and among Akerna, Akerna Canada Ample Exchange Inc., a wholly owned subsidiary of Akerna, and MJ Acquisition, and the transactions contemplated thereby, was voted on by the stockholders as follows: For Against Abstentions Broker Non-Votes 9,399,563 87,702 8,799 1,439,865","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1755953/000121390024009741/0001213900-24-009741-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-01-29"}],"fact_type":"shareholder_vote"},{"claim_id":"c49f55d58ac10ab3b0d1d7fd803f8c57df398c55","claim":"American Bitcoin Corp. shareholders approved Approval of issuance of Akerna common stock in the Merger and change of control at the 2024-01-29 meeting.","evidence_excerpt":"The proposal, to approve the issuance of Akerna common stock in the Merger in accordance with the terms of the Agreement and Plan of Merger, dated as of January 27, 2023, as amended, by and among the Company, Akerna Merger Co., and Gryphon Digital Mining, Inc. (“Gryphon”), and the change of control of the Company resulting from the Merger (as defined in the Proxy Statement/Prospectus), was voted on by the stockholders as follows: For Against Abstentions Broker Non-Votes 9,837,559 99,742 8,763 1,439,865","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1755953/000121390024009741/0001213900-24-009741-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"merger approval"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-01-29"}],"fact_type":"shareholder_vote"},{"claim_id":"da941ed51eae08125369112c53f39bf08a14dc8b","claim":"American Bitcoin Corp. shareholders approved Adjournment of Special Meeting if necessary to solicit additional proxies at the 2024-01-29 meeting.","evidence_excerpt":"The proposal, adjourn the Special Meeting, if necessary, if a quorum is present, to solicit additional proxies if there are not sufficient votes in favor of Proposal Nos. 1 — 7, was voted on by the stockholders as follows: For Against Abstentions Broker Non-Votes 11,173,190 202,622 10,117 0","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1755953/000121390024009741/0001213900-24-009741-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-01-29"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}