GRYP Company Report

Gryphon Digital Mining, Inc. (Gryphon) entered into a merger agreement on May 9, 2025, to acquire American Bitcoin Corp. (ABTC), with ABTC shareholders expected to own approximately 98.0% of the combined company. Following the merger, Gryphon will be renamed "American Bitcoin Corp." and trade on the Nasdaq Capital Market under the ticker symbol "ABTC", with the transaction anticipated to close in early September 2025.
For the three months ended June 30, 2025, ABTC reported revenue of $30.3 million and net income of $3.4 million, a significant improvement compared to a net loss of $61.1 million in the same period of the prior year.
ABTC successfully issued 11,002,954 shares of Class A common stock on June 27, 2025, generating aggregate gross proceeds of approximately $220.1 million. Subsequently, between July 1, 2025, and September 2, 2025, ABTC utilized $205.6 million of these proceeds to purchase approximately 1,726 Bitcoin.
As of September 1, 2025, ABTC had accumulated approximately 2,443 Bitcoin in reserve and owned over 76,000 Bitcoin miners with a cumulative hashrate of approximately 24.2 EH/s.

Sep 2, 2025, 12:18 PM

8-K

Gryphon Digital Mining Stockholders Approve Merger and Reverse Stock Split

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M&A

Proxy Vote Outcomes

Delisting/Listing Issues

Gryphon Digital Mining, Inc. stockholders approved the stock-for-stock merger transaction with American Bitcoin Corp. on August 27, 2025.
A 5-for-1 reverse stock split will be implemented, expected to become effective on September 2, 2025, to satisfy Nasdaq's minimum bid price requirements.
Upon closing of the transaction, the Company's common stock is expected to begin trading on Nasdaq on a split-adjusted basis as Class A Common Stock under the new ticker symbol "ABTC".
The reverse stock split will reduce the current number of outstanding shares from approximately 82.8 million to approximately 16.6 million.
Stockholders also approved the Amended and Restated American Bitcoin Corp. 2025 Omnibus Incentive Plan, which will become effective upon the closing of the Mergers.

Aug 29, 2025, 8:05 PM

8-K

Gryphon Digital Mining Shareholders Approve Merger-Related Stock Issuance and Corporate Name Change

GRYP

M&A

Proxy Vote Outcomes

Executive Compensation

Gryphon Digital Mining Inc. stockholders approved the issuance of combined company common stock to ABTC stockholders as merger consideration, representing over 20% of Gryphon's outstanding shares.
Stockholders also approved the change of the corporate name to American Bitcoin Corp. and significant amendments to the charter, including an increase in authorized shares to 735 billion across common (Class A, B, C with varying votes) and preferred stock.
The American Bitcoin Corp 2025 Omnibus Incentive Plan and advisory Golden Parachute compensation payments for named executive officers related to the mergers were also approved.

Aug 27, 2025, 3:15 PM

Gryphon Stockholder Voting Commences for American Bitcoin Merger

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M&A

Proxy Vote Outcomes

Gryphon Digital Mining, Inc. (Nasdaq: GRYP) has commenced stockholder voting for a stock-for-stock merger transaction with American Bitcoin Corp..
The Special Meeting for Gryphon stockholders to approve the proposed transaction is scheduled for Wednesday, August 27, 2025, at 10:00 a.m. Eastern Time.
Gryphon's Board of Directors unanimously recommends that stockholders vote "FOR" all proposals related to the merger.
Upon closing, the combined company will operate under the American Bitcoin brand and is expected to trade on Nasdaq under the ticker symbol "ABTC".
The transaction is currently targeted to close in early September 2025, subject to stockholder approval and other customary closing conditions.

Aug 6, 2025, 10:30 AM

Press Release

Gryphon Digital Mining Inc. Investigated Over Reverse Merger Terms

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M&A

Legal Proceedings

Monteverde & Associates PC is investigating Gryphon Digital Mining, Inc. (NASDAQ:GRYP) concerning its reverse merger with American Bitcoin Corp..
The investigation highlights that American Bitcoin shareholders are projected to own approximately 98% of Gryphon post-merger, while existing Gryphon shareholders will retain only 2% of the post-closing ownership.

Jul 3, 2025, 9:29 PM

Press Release

Gryphon Digital Mining and American Bitcoin Advance Merger Towards Public Listing

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M&A

Delisting/Listing Issues

American Bitcoin Corp. and Gryphon Digital Mining, Inc. have filed an amended registration statement on Form S-4 with the SEC in connection with their previously announced stock-for-stock merger transaction.
Upon closing, the combined company will operate under the American Bitcoin brand and is expected to trade on Nasdaq under the ticker symbol "ABTC".
The transaction is targeted to close as early as Q3 2025.
American Bitcoin is a majority-owned subsidiary of Hut 8, focused on industrial-scale Bitcoin mining and strategic Bitcoin reserve development.

Jul 1, 2025, 9:00 PM

Press Release

Gryphon Digital Mining, Inc. Releases ABTC Financial & Merger Risk Update

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M&A

Digital asset and network risks: The document highlights potential regulatory challenges in digital asset markets—including strict controls in jurisdictions like China—and concerns about maintaining Bitcoin network integrity amid protocol upgrade issues and a possible shift to proof-of-stake validation.
Operational challenges for an early-stage company: ABTC’s limited operating history and key personnel dependencies pose risks to executing its business plan and achieving profitability.
Merger-related risks: The proposed merger entails a multi-class capital structure and potential conflicts of interest between the Combined Company and Hut 8 that may affect market performance and investor perceptions.

Jun 10, 2025, 12:00 AM

8-K

Gryphon Digital Mining Enters Assignment and Amending Agreement

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M&A

The company executed an Assignment and Amending Agreement and Assignment Side Agreement on May 29, 2025, to transfer its rights and obligations under the Captus Agreement to a designated Assignee.
Under the agreements, the Assignee assumes all benefits, liabilities, and obligations of the Captus Agreement while the parties mutually release one another from future claims.
The transaction requires a conditional payment of CAD $1.00 on the effective date and an additional CAD $200,000 upon satisfying specific conditions, and it includes revoking inducement shares previously issued to the management team.

Jun 5, 2025, 12:00 AM

8-K

Gryphon Digital Mining Special Meeting Vote Outcomes

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Proxy Vote Outcomes

On May 24, 2025, shareholders participated in a special meeting, approving key proposals including an increase in authorized shares (from 150M to 500M), a reverse stock split (ratio between 1:2 to 1:40), and an issuance proposal, while the declassification proposal was not approved.
The vote counts reflected strong support with over 38M votes for the authorized shares and reverse split proposals, and the adjournment proposal was also approved with approximately 35.9M votes for, indicating active shareholder participation.

May 27, 2025, 12:00 AM

8-K

Gryphon Digital Mining 8-K: Nasdaq Extension and Delisting Appeal

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Delisting/Listing Issues

Nasdaq Extension Granted: The company received an extension from Nasdaq until September 2, 2025 to regain compliance with listing rules, subject to achieving scheduled milestones.
Delisting Appeal Filed: Following prior notifications for non-compliance with the $1.00 minimum bid price and market value requirements, the company timely requested a hearing to appeal the delisting determination and paid the necessary fee.

May 6, 2025, 12:00 AM

8-K