American Bitcoin Corp. ("American Bitcoin") and Gryphon Digital Mining, Inc. (Nasdaq: GRYP), a forward-thinking player in the Bitcoin mining industry, have announced the filing of an amended registration statement on Form S-4 with the U.S. Securities and Exchange Commission (SEC). This updated filing marks a pivotal step in their previously disclosed stock-for-stock merger, positioning American Bitcoin to become a publicly traded entity on the Nasdaq under the ticker symbol ABTC.
The amended Registration Statement revises the initial filing submitted in June and includes a preliminary proxy statement and prospectus related to the proposed transaction. While the document is not yet effective and remains subject to revisions, it offers critical insights into both companies, the merger structure, and the strategic vision for the combined entity.
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Strategic Merger to Build America’s Bitcoin Backbone
Under the definitive merger agreement, Gryphon will acquire American Bitcoin in a stock-for-stock transaction. Upon closing, the combined company will operate under the American Bitcoin brand and be led by American Bitcoin’s current management team and board of directors. This leadership continuity underscores confidence in the existing strategy focused on expanding industrial-scale Bitcoin mining operations and strengthening long-term Bitcoin reserves.
The merger aims to leverage Gryphon’s public market presence and American Bitcoin’s operational expertise—rooted in its origins as a majority-owned subsidiary of Hut 8—to create a more competitive, scalable, and financially robust entity. The integration is expected to enhance capital efficiency, accelerate growth, and support broader adoption of decentralized financial systems across North America.
Targeted for completion in Q3 2025, the transaction will culminate in American Bitcoin trading on Nasdaq under the symbol ABTC, providing investors with direct exposure to a company dedicated exclusively to advancing U.S.-based Bitcoin infrastructure.
Core Focus: Industrial-Scale Mining & Strategic Reserves
American Bitcoin has been structured from inception to focus solely on two key pillars:
- Industrial-scale Bitcoin mining using cost-efficient, sustainable infrastructure
- Strategic development of long-term Bitcoin holdings
By combining Hut 8’s proven track record in data center operations and energy-efficient mining deployment with high-level capital markets expertise—including involvement from Eric Trump—the company is positioned to scale rapidly while maintaining disciplined financial oversight.
This focus differentiates American Bitcoin from diversified digital asset firms, allowing it to concentrate resources on maximizing mining output, optimizing power usage, and accumulating Bitcoin at scale.
Gryphon Digital Mining brings complementary strengths, particularly its experience navigating public markets and regulatory frameworks. Its role as a publicly listed entity streamlines the path to listing for American Bitcoin without requiring a traditional IPO.
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Key Benefits of the Transaction
The merger is designed to deliver tangible value across multiple dimensions:
- Accelerated Public Market Access: Avoids lengthy standalone IPO process
- Operational Synergy: Combines Gryphon’s regulatory readiness with American Bitcoin’s technical capabilities
- Brand Continuity: Maintains American Bitcoin identity, signaling strong market positioning
- Leadership Stability: Existing management retains control, ensuring strategic consistency
- Investor Clarity: Clear ticker symbol (ABTC) and Nasdaq listing enhance visibility
Additionally, the combined entity will benefit from improved access to capital markets, enabling further investment in mining hardware upgrades, renewable energy integration, and geographic expansion of mining facilities.
Forward-Looking Insights and Market Expectations
While the Registration Statement contains forward-looking statements about the transaction timeline, post-merger leadership, and future performance, these projections are subject to risks and uncertainties. Factors such as SEC review timelines, shareholder approvals, market volatility, and macroeconomic conditions could impact the closing schedule or ultimate success of the deal.
Potential challenges include:
- Delays in obtaining regulatory clearance
- Failure to secure required stockholder approval
- Fluctuations in Gryphon’s stock price prior to closing
- Integration complexities between teams and systems
- Legal or compliance issues arising during transition
Nonetheless, both companies remain confident in the transaction’s strategic rationale and long-term value creation potential.
Frequently Asked Questions (FAQ)
Q: What is the expected ticker symbol for American Bitcoin after the merger?
A: The combined company is expected to trade on Nasdaq under the ticker symbol ABTC.
Q: When is the transaction expected to close?
A: The merger is currently targeted for completion in Q3 2025, pending regulatory approval and satisfaction of closing conditions.
Q: Who will lead the combined company?
A: The post-merger entity will be led by American Bitcoin’s current management team and board of directors.
Q: Is this a cash or stock transaction?
A: It is a stock-for-stock merger, meaning Gryphon will acquire American Bitcoin through an exchange of equity rather than cash.
Q: Where can I find the amended Form S-4 filing?
A: The document is available through the SEC’s EDGAR database at www.sec.gov.
Q: Will American Bitcoin retain its brand after the merger?
A: Yes. The combined company will continue operating under the American Bitcoin name and brand identity.
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Looking Ahead: Building a National Bitcoin Infrastructure
The merger between American Bitcoin and Gryphon represents more than a financial transaction—it reflects a growing trend toward institutionalizing Bitcoin infrastructure within regulated U.S. markets. By aligning operational excellence with public transparency, the combined company aims to become a cornerstone of America’s evolving digital asset economy.
With increasing institutional interest in Bitcoin reserves and sustainable mining practices, American Bitcoin is well-positioned to capitalize on long-term demand for secure, scalable, and compliant mining solutions.
As regulatory clarity improves and energy-efficient technologies advance, companies like American Bitcoin are setting new standards for how blockchain infrastructure can be responsibly built—and profitably sustained—within mainstream financial ecosystems.
Final Notes
This communication does not constitute an offer to sell or buy securities. Investors are encouraged to review all filings with the SEC once available, including the definitive Proxy Statement/Prospectus, for comprehensive details about the transaction.
All forward-looking statements are based on current expectations and involve inherent risks. Actual results may differ materially due to factors beyond the companies’ control.
For updated information on the transaction status and corporate developments, visit official SEC channels or follow regulatory disclosures from Gryphon Digital Mining.
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