Business Context and Reporting Period
This Form 8-K is filed by Gryphon Digital Mining, Inc. (Nasdaq: GRYP) on June 6, 2025. The report addresses two primary events: the formalization of a merger agreement with American Bitcoin Corp. (ABTC) and the company's regained compliance with Nasdaq listing standards.
Key Financial Metrics
This filing is a current report regarding corporate events and does not contain specific financial performance data such as revenue, profit, cash flow, or debt levels for the reporting period. Financial information regarding ABTC and the transaction is referenced in Exhibit 99.1 but is not detailed within the text of this 8-K.
Material Changes
- Merger Agreement: Gryphon, its subsidiaries, and American Bitcoin Corp. entered into an Agreement and Plan of Merger on May 9, 2025. The transaction is subject to stockholder approval and other closing conditions.
- Nasdaq Compliance: On June 6, 2025, Gryphon received formal notification from Nasdaq confirming compliance with Listing Rules 5550(a)(2) and 5550(b)(2). The company has met the requirements for a closing bid price of at least $1.00 per share and a market value of listed securities of at least $35 million.
Guidance, Outlook, and Risks
Management provided forward-looking statements regarding the structure, timing, and completion of the merger, as well as the future listing of the combined company on Nasdaq. The filing includes a comprehensive cautionary note regarding risks, including:
- Failure to obtain stockholder approval for the merger.
- Termination of the Merger Agreement due to unforeseen events.
- Delays in closing or integration difficulties.
- Changes in Gryphon's stock price prior to closing.
- Legal proceedings against either party.
Investors are directed to the Registration Statement on Form S-4 and the Proxy Statement/Prospectus for detailed information on the proposed transactions.
Investor Verification Checklist
- Verify the terms of the Merger Agreement and the exchange ratio in the Form S-4 Registration Statement.
- Review the definitive Proxy Statement/Prospectus for details on the special meeting of stockholders.
- Confirm the specific financial metrics of American Bitcoin Corp. in Exhibit 99.1.
- Monitor the status of the Nasdaq compliance to ensure continued listing during the merger process.