8-K: Dominari Holdings' Strategic Investment American Bitcoin to Merge with Gryphon Digital Mining, Set to Go Public

Dominari Holdings announces that American Bitcoin, in which it holds a strategic interest, has entered into a definitive merger agreement with Gryphon Digital Mining and is expected to become a publicly traded entity.

Summary

• Dominari Holdings Inc. (DOMH) announced that American Bitcoin has entered into a definitive merger agreement with Gryphon Digital Mining, Inc. (GRYP).
• The merger will result in American Bitcoin becoming a publicly traded entity on Nasdaq, expected to trade under the ticker symbol ABTC.
• Dominari Holdings, as an early investor in American Bitcoin, will own approximately 98% of the combined company along with other former American Bitcoin stockholders.
• The transaction is expected to close in the third quarter of 2025, subject to customary closing conditions.
• American Bitcoin was launched earlier this year in partnership with Eric Trump, who will remain an advisor and chief strategy officer.
• The goal of American Bitcoin is to build the world's largest, most efficient pure-play Bitcoin miner alongside a robust strategic Bitcoin reserve.
• Dominari believes the combined company is well-positioned to capitalize on structural tailwinds in Bitcoin mining and digital infrastructure.

Sentiment

Score: 8

Explanation: The announcement is positive, highlighting a strategic merger that could create value for Dominari shareholders. The company expresses confidence in the combined entity's future prospects.

Positives

• Dominari Holdings' investment in American Bitcoin is set to go public, potentially creating value for Dominari shareholders.
• The merger validates Dominari's strategy and business model in the digital asset mining sector.
• The combined company is expected to be well-positioned to capitalize on opportunities in Bitcoin mining and digital infrastructure.
• Dominari will own approximately 98% of the combined company along with other former American Bitcoin stockholders.

Risks

• The transaction is subject to customary closing conditions, and there is no guarantee that it will be completed.
• Forward-looking statements are subject to various risks and uncertainties, as detailed in Dominari's filings with the SEC.
• The success of the combined company depends on its ability to execute its strategy and capitalize on opportunities in the Bitcoin mining sector.

Future Outlook

The combined company, operating under the American Bitcoin brand, aims to become a leader in Bitcoin mining and digital infrastructure, capitalizing on structural tailwinds in the sector.

Management Comments

• Kyle Wool, President of Dominari Holdings Inc., stated, 'As an early investor in American Bitcoin, we are proud to support its journey toward becoming a public market leader.'
• Kyle Wool also said, 'We believe the combined company is exceptionally well-positioned to capitalize on structural tailwinds in Bitcoin mining and digital infrastructure, and we look forward to supporting its continued growth as a strategic partner.'

Industry Context

This announcement reflects the ongoing consolidation and interest in the Bitcoin mining industry, with companies seeking to gain scale and efficiency. The merger allows American Bitcoin to access public markets and potentially accelerate its growth plans.

Comparison to Industry Standards

• Gryphon Digital Mining is a Nasdaq-listed company, which provides a benchmark for American Bitcoin's future performance as a public entity.
• Hut 8's involvement in the joint venture highlights the trend of established mining companies collaborating with new ventures to expand their reach.
• The focus on low-cost Bitcoin mining aligns with industry efforts to improve profitability and sustainability in the face of fluctuating Bitcoin prices.

Stakeholder Impact

• Shareholders of Dominari Holdings may benefit from the increased value of their investment in American Bitcoin.
• Employees of American Bitcoin and Gryphon Digital Mining may experience changes as a result of the merger.
• The merger could impact the competitive landscape of the Bitcoin mining industry.

Next Steps

• The companies will work to satisfy the customary closing conditions for the merger.
• American Bitcoin is expected to begin trading on Nasdaq under the ticker symbol ABTC in the third quarter of 2025.
• Dominari Holdings will continue to support American Bitcoin's growth as a strategic partner.

Key Dates

Keywords

American Bitcoin, Gryphon Digital Mining, Dominari Holdings, Merger, Bitcoin Mining, Digital Assets, Nasdaq, ABTC, DOMH, GRYP