8-K: American Bitcoin Corp. Debuts on Nasdaq After Merger

American Bitcoin Corp. (formerly Gryphon Digital Mining, Inc.) completed its merger with Historical ABTC, effected a 5:1 reverse stock split, and began trading on Nasdaq under the symbol ABTC, focusing on Bitcoin accumulation.

Summary

• The merger between Gryphon Digital Mining, Inc. and American Bitcoin Corp. (Historical ABTC) was completed on September 3, 2025, with Gryphon changing its name to American Bitcoin Corp. and trading on Nasdaq under the ticker symbol ABTC.
• A five-for-one (5:1) reverse stock split of Gryphon's common stock was effected on September 2, 2025, reducing outstanding shares from approximately 82.8 million to 16.6 million before merger consideration.
• Post-merger, Historical ABTC stockholders collectively hold approximately 98.0% of the issued and outstanding Combined Company Common Stock on a fully diluted basis, while former Gryphon equity holders hold approximately 2.0%.
• The Combined Company adopted a multi-class capital structure with Class A Common Stock (1 vote/share), Class B Common Stock (10,000 votes/share), and Class C Common Stock (10 votes/share).
• Hut 8 Corp., through its subsidiary American Bitcoin Holdings LLC (ABH), holds approximately 80% of the voting power of the Combined Company's capital stock, making it a controlled company.
• The Loan, Guaranty and Security Agreement with Anchorage Lending CA, LLC, dated October 25, 2024, was repaid and terminated concurrently with the merger closing.
• On June 27, 2025, the company issued and sold 11,002,954 shares of Class A common stock for aggregate gross proceeds of approximately $220.1 million, with net proceeds of $215.3 million, including $10.0 million in Bitcoin consideration.
• Between July 1, 2025, and September 2, 2025, $205.6 million of these proceeds were used to purchase approximately 1,726 Bitcoin at a weighted average price of approximately $119,120 per Bitcoin.
• On August 5, 2025, the company purchased 16,299 Bitmain Antminer U3S21EXPH Bitcoin miners (approximately 14.02 EH/s) for $314.0 million, paid by pledging approximately 2,234 Bitcoin, and is obligated to repay Hut 8 $46.0 million by December 31, 2025.
• As of September 1, 2025, the company had accumulated approximately 2,443 Bitcoin in reserve (of which 2,234 Bitcoin were pledged), owned over 76,000 Bitcoin miners, with a cumulative hashrate of approximately 24.2 EH/s and a weighted average fleet efficiency of approximately 16.4 J/TH.
• Revenue for the three months ended June 30, 2025, was $30.3 million, an increase from $13.9 million in the same period of 2024.
• Net income for the three months ended June 30, 2025, was $3.4 million, compared to a net loss of $61.1 million in the same period of 2024.
• Adjusted EBITDA for the three months ended June 30, 2025, was $15.2 million, a significant improvement from a negative $72.5 million in the same period of 2024.
• Revenue for the six months ended June 30, 2025, was $42.6 million, a decrease from $44.3 million in the same period of 2024.
• Net loss for the six months ended June 30, 2025, was $97.2 million, compared to a net income of $169.3 million in the same period of 2024.
• Adjusted EBITDA for the six months ended June 30, 2025, was a negative $107.3 million, compared to $207.2 million in the same period of 2024.

Sentiment

Score: 7

Explanation: The filing details a significant corporate restructuring and strategic repositioning, which is generally positive for a new public entity. The Q2 financial performance shows strong improvement, and the capital raise provides a solid foundation. However, the H1 net loss is substantial, and the inherent volatility of Bitcoin and regulatory uncertainties present notable risks. The controlled company status also introduces potential conflicts of interest.

Positives

• Successful completion of the merger creates a focused Bitcoin accumulation platform, American Bitcoin Corp., now trading on Nasdaq.
• Significant increase in Q2 2025 revenue to $30.3 million from $13.9 million in Q2 2024, driven by increased mining efficiencies and higher Bitcoin prices.
• Achieved net income of $3.4 million in Q2 2025, a substantial turnaround from a net loss of $61.1 million in Q2 2024.
• Realized positive Adjusted EBITDA of $15.2 million in Q2 2025, a strong improvement from a negative $72.5 million in Q2 2024.
• Strategic partnership with Hut 8 Corp. provides access to scaled colocation infrastructure and shared services, designed to deliver SG&A efficiency and a structural cost advantage in Bitcoin production.
• Successfully raised $220.1 million in gross proceeds from a Class A common stock issuance, demonstrating investor confidence and providing capital for Bitcoin reserve expansion.
• Expanded Bitcoin reserve by purchasing 1,726 Bitcoin for $205.6 million between July and September 2025.
• Substantially increased Bitcoin miner fleet to over 76,000 miners with a cumulative hashrate of approximately 24.2 EH/s and improved fleet efficiency to 16.4 J/TH.
• Repaid and terminated previous loan obligations, enhancing financial flexibility and reducing interest expense.

Negatives

• Reported a significant net loss of $97.2 million for the six months ended June 30, 2025, primarily due to changes in digital asset holdings and valuation following the corporate restructuring.
• Adjusted EBITDA for the six months ended June 30, 2025, was a negative $107.3 million, indicating operational challenges in the first half of the year.
• The company's business is highly concentrated in Bitcoin, a volatile asset, making financial results susceptible to significant price fluctuations.
• Controlled company status by Hut 8 Corp. (approximately 80% voting power) limits the influence of other stockholders on corporate decisions.
• Reliance on Hut 8 for critical operational services (colocation, management, back-office) introduces dependency risks.
• The multi-class capital structure, with disparate voting rights, may adversely affect the trading market for Class A common stock and potentially limit inclusion in certain stock indices.
• Identified a material weakness in internal control over financial reporting related to insufficient personnel staffing in the accounting and financial reporting department.
• Historical financial information of Historical ABTC may not be fully representative of future standalone performance.
• The company has a limited operating history as a standalone public entity, which presents inherent uncertainties and risks.

Risks

• High concentration in Bitcoin, a highly volatile asset, with price fluctuations likely to influence business, financial condition, and results of operations.
• Failure to grow hashrate may lead to an inability to compete effectively in the Bitcoin mining industry.
• Potential inability to purchase Bitcoin miners at scale or face delays/difficulty in obtaining new miners due to supply chain issues or geopolitical matters.
• Risks associated with holding and pledging Bitcoin, including security breaches, cyberattacks, and counterparty risk (e.g., Bitmain pledge), which are not fully insured.
• Reliance on third-party mining pool service providers (Foundry and Luxor) for mining revenue payouts, exposing the company to their operational failures or inaccuracies.
• Possibility of Bitcoin mining algorithms transitioning to proof-of-stake validation, which could render current mining infrastructure less competitive.
• Risk of a malicious actor or botnet obtaining control of a majority of the processing power on the Bitcoin network, potentially manipulating the blockchain.
• Future forks in the Bitcoin network may affect the value of Bitcoin held by the company.
• Curtailment of energy used by Bitcoin mining operations due to heightened energy prices or grid shortages, negatively affecting Bitcoin production.
• Dependence on maintaining a good relationship with Hut 8 Corp. and the Hut 8 Agreements for critical operational services.
• Need to raise significant amounts of additional capital, which could result in substantial dilution for existing stockholders or increased debt.
• Failure of critical systems related to operations (e.g., power loss, equipment failure, natural disasters, cybersecurity threats) could disrupt business.
• Intense competition from other Bitcoin mining companies and alternative financial vehicles for Bitcoin exposure.
• Termination or unfavorable renewal of leases for mining sites, which are currently leased by Hut 8.
• Exposure to cybersecurity threats and breaches, potentially leading to loss of assets or reputational harm.
• Internet-related disruptions could adversely affect mining operations.
• Dependence on key personnel of both American Bitcoin Corp. and Hut 8, whose continued service is not guaranteed.
• Limited operating history as an early-stage company, making future profitability uncertain.
• Inability to adequately respond to price fluctuations and rapidly changing technology in the industry.
• Inaccurate prediction of facility requirements or Hut 8's failure to successfully develop and operate facilities.
• Exposure to risks associated with international operations, including currency risks, political instability, and trade policies.
• Banks and financial institutions may cease providing services to digital asset-related businesses.
• Subject to various legal, regulatory, governmental, and technological uncertainties, including evolving regulations for digital assets.
• Unclear application of the CEA and FinCEN regulations to the business, potentially leading to increased compliance costs.
• Risk of being deemed an investment company under the 1940 Act, which could severely restrict business operations.
• Exposure to specially designated nationals (SDN) or blocked persons through blockchain transactions, potentially leading to sanctions.
• Substantial environmental or energy regulation and physical risks related to climate change could adversely affect operations.
• Intellectual property rights claims may adversely affect the operation of digital asset networks.
• Changes in tax laws or unanticipated tax liabilities could adversely affect the effective income tax rate and profitability.
• The market price of Class A common stock may be volatile or decline regardless of operating performance.
• The multi-class capital structure concentrates voting control with Hut 8, limiting the influence of other stockholders.
• Reliance on exemptions from certain Nasdaq corporate governance requirements for controlled companies.
• Future sales and issuances of Class A common stock or rights to purchase Class A common stock could result in dilution and cause the market price to fall.
• The reverse stock split may adversely affect the liquidity of Class A common stock.
• Operating results may fluctuate significantly or fall below expectations, causing stock price volatility.
• Increased costs and management time required for operating as a public company, including compliance initiatives.
• Historical financial information of Historical ABTC may not be representative of future results or financial condition.
• Unaudited pro forma condensed combined financial information may not be representative of actual future results.
• The Charter's forum selection clause limits stockholders' ability to obtain a favorable judicial forum for disputes.
• Anti-takeover provisions in the Charter and Bylaws could delay or prevent a change of control.
• No expectation of paying dividends on Class A common stock, meaning returns depend on stock price appreciation.
• Key members of the management team have limited experience managing a public company.
• Management has broad discretion in the use of cash and cash equivalents, which may not align with all investors' preferences.
• Lack of equity research analyst coverage could cause the stock price and trading volume to decline.

Future Outlook

The company's objective is to maximize Bitcoin per share through rapid, efficient Bitcoin accumulation, leveraging public markets and strategic financing structures. It intends to continue accumulating Bitcoin and will evaluate market conditions on an ongoing basis to determine whether and when to raise additional capital to expand its Bitcoin reserve. The company aims to set the standard in Bitcoin accumulation and drive strategic ecosystem leadership, supporting protocol development and enhancing network infrastructure.

Management Comments

• "American Bitcoin delivers institutional-grade exposure to Bitcoin through a differentiated business model that integrates scaled Bitcoin mining operations with disciplined accumulation strategies." Eric Trump, Co-founder and Chief Strategy Officer.
• "Today, American Bitcoin becomes a premier public vehicle for investors seeking scalable, singular exposure to the defining asset class of our time, ... Our Nasdaq debut marks a historic milestone in bringing Bitcoin into the core of U.S. capital markets and advancing our mission to make America the undisputed leader of the global Bitcoin economy." Eric Trump.
• "American Bitcoin embodies the values that define American strength: freedom, transparency, and independence. With our Nasdaq listing, we are elevating this mission onto the global stage, giving investors a vehicle we believe will strengthen the U.S. financial system and help build a more resilient national economy." Donald Trump Jr., stockholder.
• "With the backing of the public markets, we believe American Bitcoin is now positioned to set the standard in Bitcoin accumulation, ... By combining Bitcoin mining, opportunistic market purchases, and the backing of Hut 8s energy and digital infrastructure, we have created a vehicle designed to drive rapid, efficient Bitcoin-per-share growth." Asher Genoot, Executive Chairman and CEO of Hut 8 Corp.

Industry Context

The announcement positions American Bitcoin Corp. as a significant player in the evolving Bitcoin mining and digital asset industry, emphasizing its 'pure-play Bitcoin accumulation platform' and focus on building U.S. Bitcoin infrastructure. The company leverages a strategic partnership with Hut 8, a key provider of low-cost compute capacity, to achieve operational efficiency. The industry continues to face challenges from Bitcoin price volatility, increasing network hashrate, and a rapidly evolving regulatory landscape, including new legislative proposals like the CLARITY Act and GENIUS Act. The emergence of spot Bitcoin and Ether ETPs also increases competition for investor capital, requiring differentiated strategies like American Bitcoin Corp.'s integrated mining and accumulation model.

Comparison to Industry Standards

• Mining at a significant discount to market price enforces a structural cost advantage over accumulation vehicles without integrated mining operations.
• Shared services are designed to deliver SG&A efficiency, allowing a greater share of capital to be allocated toward scaling exahash and increasing Bitcoin reserves.
• The company considers institutional Bitcoin mining operators as its primary source of competition, given the limited supply of critical inputs like Bitcoin miners and access to low-cost electricity.
• The company competes for capital with, among others, ETPs, other Bitcoin mining companies, digital asset exchanges and service providers, and other companies that hold Bitcoin or other digital assets as treasury reserve assets.
• Unlike spot Bitcoin ETPs, the company does not seek for its securities to track the value of the underlying Bitcoin before payment of expenses and liabilities, does not benefit from various exemptions and relief under the Exchange Act, is a Delaware corporation rather than a statutory trust, and is not required to provide daily transparency as to its Bitcoin holdings or daily net asset value.

Management Changes

Corporate Governance

Legal Proceedings

• The company is not presently a party to any legal or regulatory proceedings that, in management's opinion, would individually or taken together have a material adverse effect on its business, financial condition, or results of operations.

Related Party Transactions

• Master Colocation Services Agreement (MCSA) with Hut 8 (or its affiliates) for colocation and hosting services for Bitcoin miners.
• Master Management Services Agreement (MMSA) with Hut 8 (or its affiliates) for management, oversight, strategy, compliance, operational, and other services for Bitcoin mining operations.
• Shared Services Agreement with Hut 8 (or its affiliates) for back-office support services (accounting, HR, IT, legal, etc.).
• Put Option Agreement with Zephyr (a wholly-owned subsidiary of Hut 8) for the right to sell Bitmain Miners to ABTC. This option was assigned to ABTC, which then entered into the ABTC Bitmain Purchase Agreement.
• Exclusivity Agreement with Hut 8, making Hut 8 and its affiliates the exclusive providers of hosting and digital asset mining operations services.
• Hut 8, through its wholly-owned subsidiary ABH, is the controlling stockholder, holding approximately 80% of the voting power of the Combined Company's capital stock.
• ABTC has an obligation to repay Hut 8 approximately $46.0 million on or prior to December 31, 2025, related to a deposit and certain expenses previously paid by Hut 8 for Bitmain Miners.
• A contribution from Parent (Hut 8) of $5.3 million in Bitcoin miners was received by ABTC during the period ended June 30, 2025.

Stakeholder Impact

• Shareholders: Existing Gryphon shareholders experienced significant dilution (2% ownership post-merger). The multi-class capital structure concentrates voting power with Hut 8, limiting the influence of other shareholders. The stock price may experience volatility due to industry factors and corporate changes. Reliance on controlled company exemptions means fewer corporate governance protections for minority shareholders.
• Employees: Key management changes occurred with new executive officers and directors appointed. The company leverages Hut 8's team expertise and economies of scale through shared services agreements, impacting the operational structure for employees.
• Customers: The company's strategic focus on Bitcoin accumulation and building U.S. Bitcoin infrastructure aims to benefit the broader Bitcoin ecosystem, though direct customer impact is not explicitly detailed.
• Suppliers/Creditors: The repayment of the Anchorage loan is positive for creditors. New agreements with Bitmain for miner purchases and ongoing service agreements with Hut 8 establish key supplier relationships.

Next Steps

• Purchase approximately 981 additional Bitmain Antminer U3S21EXPH Bitcoin miners on or before October 5, 2025, with cash and/or by pledging additional Bitcoin.
• Repay Hut 8 Corp. approximately $46.0 million on or prior to December 31, 2025, related to the Bitmain Miner purchase.
• Continue to accumulate Bitcoin and evaluate market conditions for additional capital raises to expand the strategic Bitcoin reserve.
• Explore partnerships to facilitate broader Bitcoin adoption while maintaining disciplined capital allocation.
• Support protocol development, enhance network infrastructure, and contribute to Bitcoin's resilience and adoption.
• Management will continue to devote substantial time to public company compliance initiatives.
• Remediate the identified material weakness in internal control over financial reporting.

Key Dates

Recommendation

The completion of the merger and the strategic focus on Bitcoin accumulation, supported by a recent capital raise and a strong partnership with Hut 8, present a clear growth strategy. The significant improvement in Q2 2025 financial results is encouraging. However, the company operates in a highly volatile and competitive industry, with substantial risks related to Bitcoin price fluctuations, regulatory uncertainty, and operational dependencies on Hut 8. The controlled company status and multi-class share structure also introduce governance concerns for minority shareholders. Given the mix of strong strategic positioning and inherent industry and corporate governance risks, a 'Hold' recommendation is appropriate for investors to observe the execution of the new strategy and the mitigation of identified risks.

Keywords

Bitcoin mining, digital assets, cryptocurrency, merger, reverse stock split, Nasdaq listing, ABTC, Hut 8, corporate governance, financial results, capital raise, management changes, blockchain technology, SEC filing, risk management, strategic analysis