American Bitcoin anticipated to commerce on Nasdaq underneath the ticker image “ABTC”
The Registration Assertion, which amends the preliminary model filed in June, accommodates a preliminary proxy assertion and prospectus in reference to the proposed Transaction. Whereas the Registration Assertion has not but grow to be efficient and the data contained therein is topic to alter, it gives vital details about American Bitcoin, Gryphon, and the Transaction.
American Bitcoin has entered right into a definitive merger settlement with Gryphon pursuant to which Gryphon will purchase American Bitcoin in a stock-for-stock merger transaction. Upon closing, the mixed firm will function underneath the American Bitcoin model, led by the administration and board of administrators of American Bitcoin. The mixed firm is anticipated to commerce on Nasdaq underneath the ticker image “ABTC,” with the Transaction focused to shut as early as Q3 2025.
Extra Info
A replica of the amended Registration Assertion filed by Gryphon with the SEC is accessible here.
About American Bitcoin
American Bitcoin is a majority-owned subsidiary of Hut 8 centered completely on industrial-scale Bitcoin mining and strategic Bitcoin reserve improvement. The corporate combines Hut 8’s confirmed mining operations, cost-efficient infrastructure improvement capabilities, and disciplined strategy to capital allocation with Eric Trump’s industrial acumen, capital markets experience, and dedication to the development of decentralized monetary programs. For extra data, go to www.americanbtc.com and observe us on X at @AmericanBTC.
About GryphonÂ
Gryphon Digital Mining, Inc. is an modern enterprise within the Bitcoin mining house. Extra data is accessible on www.gryphondigitalmining.com.
Cautionary Be aware Concerning Ahead–Wanting Info
This press launch contains “forward-looking statements” inside the which means of the Personal Securities Litigation Reform Act of 1995, Part 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 175 promulgated thereunder, and Part 21E of the Securities Trade Act of 1934, as amended, and Rule 3b-6 promulgated thereunder, which statements contain inherent dangers and uncertainties. Examples of forward-looking statements, embrace, however are usually not restricted to, statements regarding the construction, timing, and completion of the proposed transaction between American Bitcoin and Gryphon, the mixed firm’s itemizing on Nasdaq after the closing of the proposed transaction, the anticipated administration and board of administrators of the mixed firm, and the imaginative and prescient, targets, and trajectory of American Bitcoin and the mixed firm.
Ahead-looking statements are usually not statements of historic truth, however as a substitute symbolize administration’s expectations, estimates, and projections relating to future occasions primarily based on sure materials components and assumptions on the time the assertion was made. Whereas thought-about cheap by American Bitcoin as of the date of this press launch, such statements are topic to identified and unknown dangers, uncertainties, assumptions and different components that will trigger the precise outcomes, degree of exercise, efficiency, or achievements to be materially completely different from these expressed or implied by such forward-looking statements, together with, however not restricted to: the incidence of any occasion, change, or different circumstances that might give rise to the proper of 1 or each of the events to terminate the merger settlement; the chance that the proposed transaction doesn’t shut when anticipated or in any respect as a result of the situations to closing are usually not happy on a well timed foundation or in any respect, together with the failure to well timed get hold of stockholder approval for the proposed transaction from Gryphon’s stockholders, if in any respect;Â dangers associated to Gryphon’s continued itemizing on Nasdaq till closing of the proposed transaction; the end result of any authorized proceedings which may be instituted towards American Bitcoin, Gryphon, or the mixed firm; the chance that the anticipated advantages of the proposed transaction are usually not realized when anticipated or in any respect; the chance that the imaginative and prescient, targets, and trajectory of the mixed firm are usually not well timed achieved or realized or achieved or realized in any respect; the chance that the combination of the 2 firms could also be tougher, time-consuming or expensive than anticipated; the chance that the proposed transaction could also be dearer or take longer to finish than anticipated, together with because of surprising components or occasions; the diversion of administration’s consideration from ongoing enterprise operations and alternatives; adjustments in Gryphon’s inventory worth earlier than closing; and different components that will have an effect on future outcomes of American Bitcoin, Gryphon, or the mixed firm. Extra components that might trigger outcomes to vary materially from these described above might be present in Gryphon’s most up-to-date annual report on Type 10-Okay for the fiscal 12 months ended December 31, 2024 and different paperwork subsequently filed by Gryphon with the SEC.
Extra Info Concerning the Proposed Transaction and The place to Discover It
This press launch pertains to a proposed transaction between American Bitcoin and Gryphon. In reference to the proposed transaction, Gryphon has filed with the SEC a Registration Assertion to register the Class A typical inventory to be issued by Gryphon in reference to the proposed transaction. The Registration Assertion features a proxy assertion of Gryphon and a prospectus of Gryphon (the “Proxy Assertion/Prospectus”), and every of American Bitcoin and Gryphon could file with the SEC different related paperwork in regards to the proposed transaction. After the Registration Assertion is said efficient, the definitive Proxy Assertion/Prospectus shall be despatched to the stockholders of Gryphon to hunt their approval of the proposed transaction. This press launch is just not a substitute for the Registration Assertion, the Proxy Assertion/Prospectus or some other related paperwork that American Bitcoin or Gryphon has filed or will file with the SEC. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND STOCKHOLDERS OF GRYPHON ARE URGED TO CAREFULLY AND ENTIRELY READ THE REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT AMERICAN BITCOIN, GRYPHON, THE PROPOSED TRANSACTION, AND RELATED MATTERS.
Contributors within the SolicitationÂ
American Bitcoin, Gryphon and sure of their respective administrators, govt officers, and workers could also be deemed to be contributors within the solicitation of proxies in reference to the proposed transaction. Details about the administrators and govt officers of Gryphon, their possession of Gryphon frequent inventory, and Gryphon’s transactions with associated individuals is ready forth in its Annual Report on Type 10-Okay for the 12 months ended December 31, 2024, as filed with the SEC on March 31, 2025, the definitive proxy assertion for Gryphon’s 2024 annual assembly of stockholders, as filed with the SEC on August 7, 2024, the definitive proxy assertion for Gryphon’s 2025 particular assembly of stockholders, as filed with the SEC on April 21, 2025, and different paperwork which may be filed once in a while with the SEC. Extra details about the administrators and govt officers of American Bitcoin and Gryphon and different individuals who could also be deemed to be contributors within the solicitation of stockholders of Gryphon in reference to the proposed transaction and an outline of their direct and oblique pursuits shall be included within the Proxy Assertion/Prospectus associated to the proposed transaction or different related supplies, which shall be filed with the SEC. These paperwork could also be obtained freed from cost, after they grow to be obtainable, on the SEC’s web site at www.sec.gov and from Gryphon utilizing the sources indicated above
No Provide or SolicitationÂ
This communication is for informational functions solely and isn’t meant to and doesn’t represent a suggestion to promote or the solicitation of a suggestion to purchase or promote any securities or the solicitation of any proxy, vote or approval, nor shall there be any sale of securities in any jurisdiction during which such provide, solicitation or sale could be illegal previous to registration or qualification underneath the securities legal guidelines of any such jurisdiction. No provide of securities shall be made besides via a prospectus assembly the necessities of Part 10 of the Securities Act, or in a transaction exempt from the registration necessities of the Securities Act.
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SOURCE American Bitcoin Corp.
