공시 • Sep 04
American Bitcoin Corp. completed the acquisition of Gryphon Digital Mining, Inc. (NasdaqCM:GRYP) from Anchorage Lending CA, LLC and others in a reverse merger transaction.
American Bitcoin Corp. executed a term sheet to acquire Gryphon Digital Mining, Inc. (NasdaqCM:GRYP) from Anchorage Lending CA, LLC and others in a reverse merger transaction on April 10, 2025. American Bitcoin Corp. entered into an Agreement and Plan of Merger to acquire Gryphon Digital Mining, Inc. (NasdaqCM:GRYP) from Anchorage Lending CA, LLC and others in a reverse merger transaction on May 9, 2025. Under the agreement, Gryphon will acquire American Bitcoin in a stock-for-stock merger transaction. The combined company is expected to trade on Nasdaq under the ticker symbol “ABTC”. Upon closing, the combined company will operate under the American Bitcoin brand, led by the American Bitcoin board of directors, including Mike Ho, Asher Genoot, Justin Mateen, and Michael Broukhim, and management team, including Mike Ho, Matt Prusak, and Eric Trump. Existing stockholders of American Bitcoin are expected to own approximately 98% of the combined company. Immediately following the completion of the transaction, Hut 8 Corp. will beneficially own a majority of the issued and outstanding capital stock of the combined company. Upon the consummation of the Mergers, Gryphon Digital Mining, Inc. will be renamed “American Bitcoin Corp.”. Following the transaction, Hut 8 will continue to serve as American Bitcoin’s exclusive infrastructure and operations partner through a series of long-term commercial agreements expected to generate stable, contracted revenue streams in Hut 8’s Power and Digital Infrastructure segments. Gryphon will be required to pay American Bitcoin, a termination fee of $5,000,000, in addition to specified collection and transaction expenses of ABTC.
Upon the Closing, the business and affairs of the Combined Company will be managed under the direction of the Combined Company Board. All of Gryphon’s current directors and executive officers are expected to resign from their positions as directors and executive officers of Gryphon, effective as of the Closing. The Combined Company Board is expected to initially be fixed at five members, all of whom are designees of ABTC: Michael Ho, Asher Genoot, Justin Mateen and Michael Broukhim. The remaining director of the Combined Company has not yet been determined by ABTC. Michael Ho, the Executive Chairman of ABTC, and Matt Prusak, the Chief Executive Officer of ABTC, are expected to serve as executive officers of the Combined Company.
The Closing is subject to the satisfaction or waiver of customary conditions, including, among other things, (i) receipt of the required approval of the stockholders of Gryphon and the adoption of the Merger Agreement by the requisite vote of the stockholders of ABTC, (ii) the accuracy of the representations and warranties of the parties made in the Merger Agreement, subject to customary materiality qualifiers, (iii) compliance by the parties with their respective covenants and agreements under the Merger Agreement, (iv) the approval for listing on Nasdaq of the Gryphon Class A Common Stock to be issued as the Class A Merger Consideration, (v) the Registration Statement having been declared effective and (v) the absence of a material adverse effect with respect to the other party. In addition, ABTC’s obligation to complete the Closing is also subject to further conditions, including (i) the Gryphon Common Stock not having been delisted from Nasdaq, (ii) the absence of any event, circumstance, development, change or effect that would reasonably be expected to result in Gryphon being ineligible to register securities using a registration statement on Form S-3, (iii) the satisfaction of certain other obligations of Gryphon with respect to third-party consents under existing contracts, (iv) the repayment or satisfaction of certain outstanding loans of Gryphon and release of related liens, (v) a condition that certain outstanding liabilities and payables of Gryphon shall be satisfied, terminated or canceled and (vi) if requested by ABTC, Gryphon shall have effected a reverse stock split. The Board of Directors of Gryphon and American Bitcoin unanimously approved the merger agreement. The transaction is expected to close as early as Q3 2025. As of August 29, 2025, Gryphon Digital Mining announced that during its Special Meeting of Stockholders held on August 27, 2025, Gryphon stockholders approved the transaction.
Continental Stock Transfer & Trust Company acting as transfer agent for Gryphon Digital. Marshall & Stevens Incorporated acted as fairness opinion provider to Gryphon Digital Mining and will receive a fee of $0.2 million for its services. Michael A. Wiseman, Richard West, Ryan Dzierniejko, John Zelenbaba, Trevor Allen, Kate Mathieu, Michael Hong, Stuart Levi, Peter Mair and Christopher Barlow of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal counsel for American Bitcoin. Barry I. Grossman of Ellenoff Grossman & Schole LLP acted as legal counsel for Gryphon Digital Mining. Okapi acted as solicitation of proxies to Gryphon. Gryphon has agreed to pay Okapi a fee of $17,500, plus a per -call fee and performance fee in connection with the services relating to the Special Meeting. Cassels, Brock & Blackwell LLP acted as legal advisor to Gryphon. EGS acted as counsel to American Bitcoin Corp.
American Bitcoin Corp. completed the acquisition of Gryphon Digital Mining, Inc. (NasdaqCM:GRYP) from Anchorage Lending CA, LLC and others in a reverse merger transaction on September 3, 2025.