American Bitcoin to Merge with Gryphon, Go Public on Nasdaq

American Bitcoin, a subsidiary of Hut 8 Corp., has announced a significant strategic move by entering into a definitive merger agreement with Gryphon Digital Mining, Inc. This merger is aimed at taking American Bitcoin public through a stock-for-stock transaction. The combined entity will operate under the American Bitcoin brand, with a leadership team that includes Mike Ho, Asher Genoot, Justin Mateen, and Michael Broukhim on the board of directors, and Mike Ho, Matt Prusak, and Eric Trump in the management team. The new company is expected to trade on the Nasdaq under the ticker symbol “ABTC,” with the transaction anticipated to close as early as the third quarter of 2025.

The merger is designed to provide Gryphon stockholders with equity in a public vehicle, with the goal of building the world's largest and most efficient pure-play Bitcoin mining operation. Existing stockholders of American Bitcoin are expected to own approximately 98% of the combined company, while Hut 8 will continue to serve as American Bitcoin’s exclusive infrastructure and operations partner through a series of long-term commercial agreements. These agreements are expected to generate stable, contracted revenue streams for Hut 8’s Power and Digital Infrastructure segments.

Asher Genoot, CEO of Hut 8, highlighted the significance of this transaction, stating that it marks the next step in scaling American Bitcoin as a purpose-built vehicle for low-cost Bitcoin accumulation at scale. By taking American Bitcoin public, the company aims to unlock direct access to dedicated growth capital independent of Hut 8’s balance sheet, while preserving long-term exposure to Bitcoin upside for its shareholders.

The merger agreement includes several forward-looking statements, which involve inherent risks and uncertainties. These statements relate to the structure, timing, and completion of the proposed transaction, the combined company’s listing on Nasdaq, the expected management and board of directors of the combined company, American Bitcoin’s capital markets access, and Hut 8’s ability to preserve long-term exposure to Bitcoin upside for its shareholders. These statements are subject to known and unknown risks, uncertainties, assumptions, and other factors that may cause the actual results to differ materially from those expressed or implied by such forward-looking statements.

The transaction is subject to customary closing conditions, including the approval of Gryphon’s stockholders. Additional information about the proposed transaction and where to find it will be made available through the SEC’s website and other relevant documents filed by American Bitcoin and Gryphon. Investors and stockholders of Gryphon are urged to carefully read the Registration Statement and Proxy Statement/Prospectus regarding the proposed transaction and any other relevant documents, as well as any amendments or supplements to those documents, when they become available.