Business Context and Reporting Period
This Form 8-K, dated September 2, 2025, reports the consummation of a merger between Gryphon Digital Mining, Inc. (formerly "Gryphon") and American Bitcoin Corp. ("Historical ABTC"). Effective September 3, 2025, the entities combined to form the "Combined Company," which changed its name to American Bitcoin Corp. The transaction involved a reverse stock split of Gryphon's common stock and the issuance of new Class A, Class B, and Class C common stock.
Key Financial Metrics and Capital Structure
The filing details the post-merger capital structure and debt status but does not provide specific revenue, profit, or cash flow figures within the text of this report (referencing attached exhibits for financial statements).
- Post-Merger Share Count: Approximately 908,588,140 shares of Combined Company Common Stock issued and outstanding.
- Share Composition: 159,537,377 shares of Class A Common Stock and 732,224,903 shares of Class B Common Stock issued to former Historical ABTC stockholders.
- Ownership Distribution: Former Historical ABTC stockholders hold approximately 98.0% of the combined equity on a fully diluted basis; former Gryphon stockholders hold approximately 2.0%.
- Debt and Liquidity: Concurrent with the closing, the Combined Company repaid all obligations and terminated the Loan, Guaranty and Security Agreement dated October 25, 2024, with Anchorage Lending CA, LLC.
- Trading Symbol: The company will trade on the Nasdaq Capital Market under the ticker symbol ABTC (CUSIP 02462A104).
Material Changes Versus Prior Period
The filing documents a fundamental transformation of the registrant's corporate structure and control:
- Reverse Stock Split: Gryphon effected a 5-for-1 reverse stock split on September 2, 2025, reducing outstanding shares from approximately 82.8 million to 16.6 million (pre-merger issuance).
- Change in Control: American Bitcoin Holdings LLC ("ABH"), a wholly owned subsidiary of Hut 8 Corp., now holds 585,779,924 shares of Class B Common Stock, representing approximately 80% of the voting power of the Combined Company.
- Corporate Name: The registrant changed its name from Gryphon Digital Mining, Inc. to American Bitcoin Corp.
- Capital Structure: The company reclassified its stock into three classes with varying voting rights: Class A (1 vote), Class B (10,000 votes), and Class C (10 votes).
Guidance, Outlook, and Management Commentary
The filing includes standard forward-looking statements regarding the integration of the businesses and the realization of merger benefits, noting inherent risks and uncertainties. No specific financial guidance or quantitative outlook is provided in this text.
- Management Changes: All prior Gryphon directors and officers resigned. The new Board consists of five members: Richard Busch, Justin Mateen, Michael Broukhim, Asher Genoot, and Michael Ho.
- Executive Appointments: Asher Genoot was appointed Executive Chairman; Michael Ho was appointed Chief Executive Officer; Matt Prusak was appointed President and Interim Chief Financial Officer.
- Governance: The Combined Company qualifies as a "controlled company" under Nasdaq rules due to ABH's majority voting power and intends to rely on related exemptions.
- Risks: Risks include the difficulty of integrating operations, the possibility that merger benefits are not realized, and legal proceedings.
Investor Verification Checklist
- Verify the 98.0% ownership stake held by former Historical ABTC shareholders and the 80% voting control held by Hut 8 Corp. via ABH.
- Confirm the termination of the Anchorage Lending loan and review the attached financial statements (Exhibits 99.6, 99.7, 99.8) for specific liquidity and debt figures not detailed in the narrative.
- Review the voting rights disparity between Class A (1 vote), Class B (10,000 votes), and Class C (10 votes) stock.
- Examine the severance agreements for departing Gryphon executives (Gutterman, Salzman, Gallie) referenced in Item 5.02.
- Check the pro forma financial information in Exhibit 99.8 to understand the combined financial position as of June 30, 2025.