UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 1223, 2025

Dominari Holdings Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-41845

52-0849320

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

725 5^th Avenue, 22^nd Floor

New York, NY 10022

(212) 393-4540

(Address, including Zip Code and Telephone Number, including

Area Code, of Principal Executive Offices)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value		DOMH		The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7 5.0102 ~~Regulation~~Departure FDof ~~Disclosure.~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

~~On May 13, 2025, Dominari~~Resignation ~~Holdings~~of ~~Inc.~~Ron ~~(the~~Lieberman ~~“Company”),~~as a Delaware corporation, issued a press release congratulating American Bitcoin on entering into a definitive merger agreement with Gryphon Digital Mining, Inc. (Nasdaq: GRYP). American Bitcoin is expected to become a publicly traded entity under the ticker symbol “ABTC.” Following the merger, American Bitcoin stockholders, including the Company, are anticipated to own approximately 98% of the combined entity. The transaction is expected to close in the third quarter of 2025, subject to the satisfaction of customary closing conditions.Director

AOn May ~~copy~~23, 2025, Ron Lieberman notified the Company of his decision to resign as a member of the ~~press~~Board ~~release~~of Directors (the “Board”) isof ~~furnished~~Dominari Holdings Inc. (the “Company”), effective as ~~Exhibit~~of 99May 23, 2025.1 Mr. Lieberman will transition to ~~this~~the ~~Current~~Company’s board ~~Report~~of onadvisors ~~Form~~(the ~~8-K~~“Advisory ~~and~~Board”). Mr. Lieberman’s resignation is ~~incorporated~~not ~~herein~~due byto any ~~reference~~disagreements with the Company on any of its operations, policies or practices. As a member of the Advisory Board, Mr. Lieberman will join in actively advancing the Company’s search for aggressive growth opportunities.

~~Item~~As a 9result of Mr.~~01.~~ ~~Financial~~Lieberman’s ~~Statements~~resignation, ~~and~~the ~~Exhibits~~Board has determined to reduce its size from eight to seven members.

(d) Exhibits

Exhibit		Description
99.1		Press Release, dated May 13, 2025
104		Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 13, 2025	DOMINARI HOLDINGS INC.
Dated: May 23, 2025	DOMINARI HOLDINGS INC.
	By:	/s/ Anthony Hayes
	Name:	Anthony Hayes
	Title:	Chief Executive Officer

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