425: Gryphon Digital Mining Merger Update

American Bitcoin Corp. CEO provides an update on the stock-for-stock merger transaction with Gryphon Digital Mining, Inc.

Summary

• The communication, made by Matt Prusak, CEO of American Bitcoin Corp., provides an update on the previously announced stock-for-stock merger transaction between American Bitcoin Corp. and Gryphon Digital Mining, Inc.
• Gryphon's Registration Statement on Form S-4, which includes a proxy statement and prospectus, was declared effective by the SEC on July 31, 2025.
• The definitive Proxy Statement/Prospectus was filed with the SEC on July 31, 2025, and mailed to Gryphon stockholders on or about August 1, 2025.
• The transaction is subject to various conditions, including timely stockholder approval from Gryphon's stockholders.
• The combined company is expected to list and trade on Nasdaq after the closing of the proposed transaction.

Sentiment

Score: 6

Explanation: The filing provides a procedural update on a merger, indicating progress with the SEC declaring the S-4 effective and the proxy statement being mailed. While it lists numerous risks inherent to mergers, it doesn't present new negative information, suggesting the process is moving as expected.

Positives

• The Registration Statement on Form S-4 for the merger was declared effective by the SEC, indicating progress towards closing.
• The definitive Proxy Statement/Prospectus has been filed and mailed to stockholders, moving the process forward for stockholder approval.

Risks

• The possibility that one or both parties could terminate the merger agreement.
• The proposed transaction may not close when expected or at all, potentially due to failure to obtain timely stockholder approval from Gryphon's stockholders.
• Risks associated with American Bitcoin's initial listing on Nasdaq following the closing of the proposed transaction.
• Potential legal proceedings against American Bitcoin, Gryphon, or the combined company.
• The anticipated benefits of the proposed transaction may not be realized when expected or at all.
• The vision, goals, and trajectory of the combined company may not be timely achieved or realized.
• Integration of the two companies could be more difficult, time-consuming, or costly than anticipated.
• The proposed transaction may be more expensive or take longer to complete than expected due to unforeseen factors.
• Diversion of Gryphon and American Bitcoin's management attention from ongoing business operations.
• Changes in Gryphon's stock price before the closing of the transaction.
• Other factors that could affect the future business, results, financial position, and prospects of American Bitcoin, Gryphon, or the combined company.

Future Outlook

The filing includes forward-looking statements regarding the structure, timing, and completion of the stock-for-stock merger transaction, the combined company's listing and trading on Nasdaq, the expected management and board composition, and the vision, goals, and trajectory of the combined company.

Management Comments

• Matt Prusak, the Chief Executive Officer of American Bitcoin Corp., made the communication on August 6, 2025.

Industry Context

This announcement relates to a merger within the digital mining sector, a rapidly evolving industry focused on cryptocurrency production. Such consolidation efforts are common as companies seek to achieve economies of scale, enhance operational efficiency, and strengthen market position in a competitive and capital-intensive environment.

Corporate Governance

Legal Proceedings

• The outcome of any legal proceedings that may be instituted against American Bitcoin, Gryphon, or the combined company is a stated risk factor for the transaction.

Stakeholder Impact

• Shareholders of Gryphon will be impacted by the stock-for-stock merger, potentially receiving shares of the combined entity and needing to vote on the transaction.
• Management and employees of both Gryphon and American Bitcoin will experience changes related to the integration of the two companies and potential diversion of attention from ongoing operations.
• The combined company's listing on Nasdaq could affect visibility and liquidity for investors.

Next Steps

• Gryphon's Special Meeting of Stockholders for approval of the proposed transaction.
• Closing of the proposed transaction.
• American Bitcoin's initial listing and trading on Nasdaq following the closing.

Key Dates

Keywords

Merger, Acquisition, Bitcoin Mining, Digital Mining, Gryphon Digital Mining, American Bitcoin Corp, SEC Filing, Form 425, Stock-for-stock, Nasdaq Listing