Gryphon Digital Mining (NASDAQ:GRYP) has introduced a definitive merger settlement with American Bitcoin Corp. The stock-for-stock transaction will end in Gryphon buying American Bitcoin, with the mixed firm working beneath the American Bitcoin model and buying and selling on Nasdaq as “ABTC”.
American Bitcoin, launched by Hut 8 Corp. (HUT) in partnership with Eric Trump, goals to change into the world’s largest pure-play Bitcoin miner whereas constructing a strategic Bitcoin reserve. Put up-merger, present Gryphon stockholders will personal roughly 2% of the mixed firm, whereas American Bitcoin stockholders will maintain 98%. The transaction is anticipated to shut in Q3 2025, topic to stockholder approval and different situations.
Gryphon Digital Mining (NASDAQ:GRYP) ha annunciato un accordo definitivo di fusione con American Bitcoin Corp. L’operazione azione contro azione porterà Gryphon advert acquisire American Bitcoin, con la società risultante che opererà sotto il marchio American Bitcoin e sarà quotata al Nasdaq con il simbolo “ABTC”.
American Bitcoin, lanciata da Hut 8 Corp. (HUT) in collaborazione con Eric Trump, punta a diventare il più grande miner di Bitcoin puro al mondo, costruendo una riserva strategica di Bitcoin. Dopo la fusione, gli attuali azionisti di Gryphon deterranno circa il 2% della società combinata, mentre gli azionisti di American Bitcoin possiederanno il 98%. La chiusura dell’operazione è prevista per il terzo trimestre 2025, subordinata all’approvazione degli azionisti e advert altre condizioni.
Gryphon Digital Mining (NASDAQ:GRYP) ha anunciado un acuerdo definitivo de fusión con American Bitcoin Corp. La transacción acción por acción resultará en que Gryphon adquiera American Bitcoin, y la compañía combinada operará bajo la marca American Bitcoin y cotizará en Nasdaq como “ABTC”.
American Bitcoin, lanzada por Hut 8 Corp. (HUT) en asociación con Eric Trump, tiene como objetivo convertirse en el minero de Bitcoin puro más grande del mundo mientras construye una reserva estratégica de Bitcoin. Tras la fusión, los actuales accionistas de Gryphon poseerán aproximadamente el 2% de la compañía combinada, mientras que los accionistas de American Bitcoin tendrán el 98%. Se espera que la transacción se cierre en el tercer trimestre de 2025, sujeta a la aprobación de los accionistas y otras condiciones.
Gryphon Digital Mining (NASDAQ:GRYP)은 American Bitcoin Corp와 확정 합병 계약을 발표했습니다. 주식 교환 방식의 이번 거래를 통해 Gryphon은 American Bitcoin을 인수하며, 합병 후 회사는 American Bitcoin 브랜드로 운영되고 나스닥에서 “ABTC”라는 티커로 거래될 예정입니다.
American Bitcoin은 Hut 8 Corp. (HUT)가 Eric Trump와 협력하여 출범시킨 회사로, 세계 최대의 순수 비트코인 채굴업체가 되고 전략적 비트코인 보유고를 구축하는 것을 목표로 합니다. 합병 후 현재 Gryphon 주주들은 합병 회사의 약 2%를 보유하게 되며, American Bitcoin 주주들은 98%를 소유하게 됩니다. 거래는 주주 승인 및 기타 조건 충족을 전제로 2025년 3분기에 완료될 예정입니다.
Gryphon Digital Mining (NASDAQ:GRYP) a annoncé un accord définitif de fusion avec American Bitcoin Corp. Cette opération d’échange d’actions entraînera l’acquisition d’American Bitcoin par Gryphon, la société combinée opérant sous la marque American Bitcoin et cotée au Nasdaq sous le symbole “ABTC”.
American Bitcoin, lancée par Hut 8 Corp. (HUT) en partenariat avec Eric Trump, vise à devenir le plus grand mineur de Bitcoin purement dédié au monde tout en constituant une réserve stratégique de Bitcoin. Après la fusion, les actionnaires actuels de Gryphon détiendront environ 2% de la société combinée, tandis que les actionnaires d’American Bitcoin en détiendront 98%. La transaction devrait être finalisée au troisième trimestre 2025, sous réserve de l’approbation des actionnaires et d’autres situations.
Gryphon Digital Mining (NASDAQ:GRYP) hat eine endgültige Fusionsvereinbarung mit American Bitcoin Corp bekannt gegeben. Die Aktientausch-Transaktion führt dazu, dass Gryphon American Bitcoin übernimmt; das fusionierte Unternehmen wird unter der Marke American Bitcoin operieren und an der Nasdaq unter dem Ticker “ABTC” gehandelt.
American Bitcoin, gegründet von Hut 8 Corp. (HUT) in Partnerschaft mit Eric Trump, strebt an, der weltweit größte reine Bitcoin-Miner zu werden und eine strategische Bitcoin-Reserve aufzubauen. Nach der Fusion werden die aktuellen Gryphon-Aktionäre etwa 2% des kombinierten Unternehmens besitzen, während die Aktionäre von American Bitcoin 98% halten werden. Der Abschluss der Transaktion wird für das dritte Quartal 2025 erwartet, vorbehaltlich der Zustimmung der Aktionäre und weiterer Bedingungen.
Constructive
- Strategic merger offers Gryphon stockholders entry to a bigger Bitcoin mining operation
- Mixed entity goals to change into the world’s largest pure-play Bitcoin miner
- Partnership with established participant Hut 8 Corp brings institutional backing
- Environment friendly path to public markets by way of the merger construction
Detrimental
- Vital dilution for Gryphon shareholders with solely 2% possession in mixed firm
- Execution dangers in reaching the objective of changing into the most important Bitcoin miner
- Merger topic to varied closing situations and regulatory approvals
Insights
Gryphon Digital Mining’s merger with American Bitcoin represents a reverse takeover giving Gryphon shareholders a 2% stake within the mixed entity.
This merger between Gryphon Digital Mining and American Bitcoin represents a big company restructuring that closely favors American Bitcoin, regardless of Gryphon being the buying entity on paper. The transaction construction reveals that is successfully a reverse takeover – American Bitcoin shareholders will personal roughly
The deal offers American Bitcoin with a sooner path to public markets by merging with already-NASDAQ-listed Gryphon quite than pursuing a conventional IPO. For Gryphon shareholders, this represents a considerable dilution however gives fairness in what’s positioned as a extra bold enterprise with backing from Hut 8, a longtime participant within the cryptocurrency mining area.
The management transition is noteworthy – post-merger, the mixed entity will abandon the Gryphon model for the American Bitcoin identify and might be totally led by American Bitcoin’s administration and board. This means Gryphon’s current operations might be considerably remodeled or probably phased out in favor of American Bitcoin’s technique.
The involvement of Eric Trump as a associate in American Bitcoin provides a high-profile identify however introduces potential political issues that traders ought to monitor. The anticipated closing timeframe of Q3 2025 signifies regulatory assessment and shareholder approvals are anticipated to proceed with out main obstacles.
For Gryphon shareholders, this represents a strategic pivot that dramatically reduces their possession stake whereas giving them publicity to a extra bold Bitcoin mining and accumulation enterprise with deeper assets and connections.
Transaction anticipated to supply Gryphon stockholders fairness in a public car with the objective of constructing the world’s largest, most effective pure-play Bitcoin miner alongside a strong strategic Bitcoin reserve
LAS VEGAS, NEVADA / ACCESS Newswire / Could 12, 2025 / Gryphon Digital Mining, Inc. (NASDAQ:GRYP) (“Gryphon,” the “Firm,” “we,” “our,” and “us”), an progressive enterprise within the Bitcoin mining area, introduced at this time that it has entered right into a definitive merger settlement with American Bitcoin Corp. (“American Bitcoin”), a Bitcoin accumulation platform targeted on constructing America’s Bitcoin infrastructure spine, pursuant to which Gryphon will purchase American Bitcoin in a stock-for-stock merger transaction. Upon closing, the mixed firm will function beneath the American Bitcoin model, led by the administration and board of administrators of American Bitcoin. The mixed firm is anticipated to commerce on Nasdaq beneath the ticker image “ABTC.”
“The Gryphon group is happy to supply our stockholders the chance to take part in what we consider would be the subsequent period of public Bitcoin mining by way of this mixture,” mentioned Steve Gutterman, Chief Government Officer of Gryphon. “American Bitcoin brings collectively an excellent management group and a transparent technique to construct a premier establishment on this fast-evolving trade.”
Hut 8 Corp. (HUT) (“Hut 8”) launched American Bitcoin earlier this yr in partnership with Eric Trump, with the objective of constructing the world’s largest, most effective pure-play Bitcoin miner alongside a strong strategic Bitcoin reserve. American Bitcoin is purpose-built to allow Bitcoin accumulation at scale by way of low-cost Bitcoin mining and different complementary methods.
“Taking American Bitcoin public is a essential step towards scaling the enterprise on the tempo and magnitude we envision,” mentioned Asher Genoot, Board Member of American Bitcoin and CEO of Hut 8. “Time-to-market was a essential issue, and this transaction permits an environment friendly path to public markets by combining with an entity that’s structurally aligned with American Bitcoin’s mining-focused launch technique.”
Stated Gutterman, “We’re excited to be part of the American Bitcoin story and to hitch Asher and the group that we consider will outline the way forward for public Bitcoin funding.”
Following the completion of the transaction, present Gryphon stockholders are anticipated to personal roughly
About Gryphon
Gryphon. is an progressive enterprise within the Bitcoin mining area. Extra info is accessible on https://gryphondigitalmining.com/
About American Bitcoin
American Bitcoin is a majority-owned subsidiary of Hut 8 targeted solely 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 business acumen, capital markets experience, and dedication to the development of decentralized monetary programs. For extra info, go to www.americanbtc.com.
Cautionary Be aware Concerning Ahead-Trying Data
This press launch contains “forward-looking statements” throughout 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 will not be restricted to, statements referring to the construction, timing, and completion of the proposed transaction between Gryphon and American Bitcoin, 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, objectives, and trajectory of Gryphon and the mixed firm.
Ahead-looking statements will not be statements of historic truth, however as a substitute signify administration’s expectations, estimates, and projections concerning future occasions based mostly on sure materials components and assumptions on the time the assertion was made. Whereas thought of affordable by Gryphon as of the date of this press launch, such statements are topic to recognized and unknown dangers, uncertainties, assumptions and different components that will trigger the precise outcomes, stage of exercise, efficiency, or achievements to be materially totally different from these expressed or implied by such forward-looking statements, together with, however not restricted to: the prevalence of any occasion, change, or different circumstances that would give rise to the precise of 1 or each of the events to terminate the merger settlement; the likelihood that the proposed transaction doesn’t shut when anticipated or in any respect as a result of the situations to closing will not be glad on a well timed foundation or in any respect, together with the failure to well timed receive stockholder approval for the proposed transaction from Gryphon’s stockholders, if in any respect;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 in opposition to Gryphon, American Bitcoin, or the mixed firm; the likelihood that the anticipated advantages of the proposed transaction will not be realized when anticipated or in any respect; the likelihood that the imaginative and prescient, objectives, and trajectory of the mixed firm will not be well timed achieved or realized or achieved or realized in any respect; the likelihood that the combination of the 2 corporations could also be harder, time-consuming or pricey than anticipated; the likelihood that the proposed transaction could also be dearer or take longer to finish than anticipated, together with on account of sudden components or occasions; the diversion of administration’s consideration from ongoing enterprise operations and alternatives; adjustments in Gryphon’s inventory value earlier than closing; and different components that will have an effect on future outcomes of Gryphon, American Bitcoin, or the mixed firm. Extra components that would trigger outcomes to vary materially from these described above may be present in Gryphon’s most up-to-date annual report on Type 10-Okay for the fiscal yr ended December 31, 2024 and different paperwork subsequently filed by Gryphon with the Securities Trade Fee (the “SEC”).
Extra Data Concerning the Proposed Transaction and The place to Discover It
This press launch pertains to a proposed transaction between Gryphon and American Bitcoin. In connection with the proposed transaction, Gryphon intends to file with the SEC a Registration Assertion on Type S-4 (the “Registration Assertion) to register the Class A typical inventory to be issued by Gryphon in connection with the proposed transaction. The Registration Assertion will embrace a proxy assertion of Gryphon and a prospectus of Gryphon (the “Proxy Assertion/Prospectus”), and every of Gryphon and American Bitcoin could file with the SEC different related paperwork regarding the proposed transaction. After the Registration Assertion is said efficient, the definitive Proxy Assertion/Prospectus might be despatched to the stockholders of Gryphon to hunt their approval of the proposed transaction. This press launch will not be an alternative to the Registration Assertion, the Proxy Assertion/Prospectus or some other related paperwork that Gryphon or American Bitcoin 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 GRYPHON, AMERICAN BITCOIN, THE PROPOSED TRANSACTION, AND RELATED MATTERS.
A duplicate of the Registration Assertion, Proxy Assertion/Prospectus, in addition to different related paperwork filed by Gryphon and American Bitcoin with the SEC, could also be obtained freed from cost, after they change into accessible, on the SEC’s web site at www.sec.gov. Additionally, you will have the ability to receive these paperwork freed from cost, when they’re accessible, by directing a request to Gryphon’s Investor Relations division by emailing James@HaydenIR.com. The knowledge on Gryphon’s or American Bitcoin’s respective web sites will not be, and shall not be deemed to be, part of this communication or included into different filings both firm makes with the SEC.
Contributors within the Solicitation
Gryphon, American Bitcoin and sure of their respective administrators, govt officers, and workers could also be deemed to be members within the solicitation of proxies in connection with 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 yr 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 on occasion with the SEC. Extra details about the administrators and govt officers of Gryphon and American Bitcoin and different individuals who could also be deemed to be members within the solicitation of stockholders of Gryphon in connection with the proposed transaction and an outline of their direct and oblique pursuits might be included within the Proxy Assertion/Prospectus associated to the proposed transaction or different related supplies, which might be filed with the SEC. These paperwork could also be obtained freed from cost, after they change into accessible, on the SEC’s web site at www.sec.gov and from Gryphon utilizing the sources indicated above.
No Supply or Solicitation
This communication is for informational functions solely and isn’t supposed 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 wherein such provide, solicitation or sale can be illegal previous to registration or qualification beneath the securities legal guidelines of any such jurisdiction. No provide of securities shall be made besides by the use of 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.
INVESTOR CONTACT:
Title: James Carbonara
Firm: Hayden IR
Telephone: (646)-755-7412
Electronic mail: james@haydenir.com
SOURCE: Gryphon Digital Mining, Inc.
View the unique press release on ACCESS Newswire
FAQ
What’s the possession construction after Gryphon’s merger with American Bitcoin?
After the merger, present Gryphon stockholders will personal roughly 2% of the mixed firm, whereas American Bitcoin stockholders will personal roughly 98%.
When is the GRYP merger with American Bitcoin anticipated to shut?
The merger is anticipated to shut as early because the third quarter of 2025, topic to Gryphon stockholder approval and different closing situations.
What would be the new ticker image for the mixed firm after the Gryphon-American Bitcoin merger?
The mixed firm will commerce on Nasdaq beneath the ticker image ‘ABTC’.
Who’re the important thing companions concerned in American Bitcoin?
American Bitcoin was launched by Hut 8 Corp. (HUT) in partnership with Eric Trump.
What’s the fundamental enterprise technique of the mixed Gryphon-American Bitcoin firm?
The mixed firm goals to change into the world’s largest, most effective pure-play Bitcoin miner whereas constructing a strong strategic Bitcoin reserve.
