425: Hut 8: American Bitcoin-Gryphon Merger Set for Nasdaq

Hut 8 Corp. provides an update on the proposed stock-for-stock merger between American Bitcoin Corp. and Gryphon Digital Mining, Inc., confirming the S-4 effectiveness and anticipated Nasdaq listing.

Summary

• Hut 8 Corp. provided an update on the go-public transaction involving American Bitcoin Corp. (American Bitcoin) and Gryphon Digital Mining, Inc. (Gryphon).
• American Bitcoin is set to become Nasdaq-listed via a stock-for-stock merger transaction with Gryphon.
• The Form S-4 for the transaction was declared effective by the SEC on July 31, 2025.
• The listing remains on track for completion in the coming weeks, subject to customary approvals and closing conditions.
• Gryphon's shareholder vote on the merger is scheduled to occur in August 2025.
• Upon American Bitcoin's public listing, its market valuation will serve as a benchmark for assessing the value of Hut 8's interest in the company.

Sentiment

Score: 8

Explanation: The filing conveys a highly positive sentiment regarding the merger, emphasizing key milestones achieved (S-4 effectiveness), adherence to timelines ('on track', 'speed'), and management's excitement about future prospects. While standard risks are disclosed, the overall tone is one of successful execution and anticipation.

Positives

• The Form S-4 for the transaction was declared effective by the SEC on July 31, 2025, marking a major milestone.
• The transaction remains on track for completion in the coming weeks, indicating timely progress.
• Gryphon's shareholder vote is scheduled for this month, signaling the final stages of approval.
• Management expressed excitement about the business's potential for shareholders.
• The team achieved speed in becoming effective on the S-4 with the SEC.

Risks

• The occurrence of any event, change, or circumstances that could give rise to the right of one or both parties to terminate the merger agreement.
• The possibility that the proposed Transaction does not close when expected or at all because conditions to closing are not satisfied, including the failure to timely obtain stockholder approval from Gryphon's stockholders.
• Risks related to American Bitcoin's initial listing on Nasdaq following the closing of the proposed Transaction.
• The outcome of any legal proceedings that may be instituted against Hut 8, American Bitcoin, Gryphon, or the combined company.
• The possibility that the anticipated benefits of the proposed Transaction are not realized when expected or at all.
• The possibility that the vision, goals, and trajectory of the combined company are not timely achieved or realized or achieved or realized at all.
• The possibility that the integration of the two companies may be more difficult, time-consuming or costly than expected.
• The possibility that the proposed Transaction may be more expensive or take longer to complete than anticipated, including as a result of unexpected factors or events.
• The diversion of Hut 8, Gryphon and American Bitcoin's management's attention from ongoing business operations and opportunities.
• Changes in Gryphon's stock price before closing.
• Other factors that may affect the future business, results, financial position and prospects of Hut 8, American Bitcoin, Gryphon, or the combined company.

Future Outlook

The transaction is on track to complete in the coming weeks, subject to customary approvals and closing conditions. Management is excited about the business's potential and its future position. Upon American Bitcoin's public listing, its market valuation will serve as a benchmark for assessing the value of Hut 8's interest in the company.

Management Comments

• Asher Genoot, CEO of Hut 8: "Today, we continue to execute on the go-public transaction through which American Bitcoin will become Nasdaq-listed via a stock-for-stock merger transaction with Gryphon Digital."
• Asher Genoot, CEO of Hut 8: "We reached a major milestone last week as the Form S-4 for the transaction was declared effective by the SEC, and we remain on track to complete the listing in the coming weeks, subject to customary approvals and closing conditions."
• Asher Genoot, CEO of Hut 8: "Were excited by what this business represents for our shareholders, and what it is positioned to become."
• Sean Glennan, CFO of Hut 8: "Upon American Bitcoins public listing, its market valuation will serve as a benchmark for assessing the value of our interest in the company."
• Asher Genoot, CEO of Hut 8: "We're extremely proud of the team, the speed in which we've been able to become effective on our S-4 with the SEC and the path towards going public with the Gryphon shareholder vote happening this month."

Industry Context

This announcement reflects a continued trend of consolidation and public market access within the digital asset and cryptocurrency mining sector. Companies are seeking to leverage mergers to achieve Nasdaq listings, which can provide greater liquidity, broader investor reach, and potentially higher valuations compared to private or less prominent exchange listings. The move by American Bitcoin and Gryphon, facilitated by Hut 8, aligns with the industry's maturation and pursuit of mainstream financial integration.

Legal Proceedings

• The outcome of any legal proceedings that may be instituted against Hut 8, American Bitcoin, Gryphon, or the combined company is listed as a risk factor.

Related Party Transactions

• Information about Gryphon's transactions with related persons is set forth in its Annual Report on Form 10-K for the year ended December 31, 2024, and other SEC filings.

Stakeholder Impact

• **Shareholders (Hut 8)**: The public listing of American Bitcoin will serve as a benchmark for assessing the value of Hut 8's interest, potentially increasing transparency and valuation.
• **Stockholders (Gryphon)**: Urged to carefully read the Registration Statement and Proxy Statement/Prospectus to make informed voting decisions regarding the proposed transaction.
• **Management (Hut 8, American Bitcoin, Gryphon)**: Attention may be diverted from ongoing business operations and opportunities due to the merger process.

Next Steps

• Gryphon's Special Meeting of Stockholders for the merger vote in August 2025.
• Completion of the Nasdaq listing for American Bitcoin in the coming weeks, subject to customary approvals and closing conditions.
• American Bitcoin's public listing on Nasdaq.

Key Dates

Recommendation

The filing provides a positive update on the American Bitcoin-Gryphon merger, with the S-4 declared effective and the transaction on track for Nasdaq listing. This reduces execution risk for a key strategic initiative. However, it does not contain new financial performance data for Hut 8 or the combined entity, and standard merger-related risks remain. For investors already holding Hut 8, this confirms the strategic direction and progress. For potential new investors, while positive, a 'hold' stance is prudent until more detailed financial projections or post-merger performance data become available, allowing for a more comprehensive valuation assessment.

Keywords

Bitcoin mining, Digital mining, Cryptocurrency, Merger, Acquisition, Nasdaq listing, SEC filing, S-4, Gryphon Digital Mining, American Bitcoin Corp, Hut 8 Corp, Blockchain