Gryphon Digital Mining (NASDAQ:GRYP) and American Bitcoin Corp. agree to merge

Gryphon Digital Mining (NASDAQ:GRYP) and American Bitcoin Corp have agreed to join forces in a stock-for-stock transaction that will ultimately form a new integrated Bitcoin miner using the American Bitcoin brand, the companies announced Monday.

The deal will constitute a reverse takeover (RTO), wherein a private company effectively consumes a public company and gets a listing that way. It will ultimately end up on the NASDAQ as American Bitcoin, using the ticker ABTC.

The new venture is being launched by Hut 8 Corp. (NASDAQ:HUT) (TSE:HUT) in partnership with Eric Trump to become the world’s largest pure-play Bitcoin miner. It will also build a strategic Bitcoin reserve. The company aims to reshape the Bitcoin mining landscape by consolidating resources and political connections.

American Bitcoin stockholders will control 98 per cent of the combined company, while current Gryphon stockholders will retain just 2 per cent. The companies expect to close the transaction in the third quarter of 2025. The deal remains subject to stockholder approval and other customary conditions.

The deal gives American Bitcoin a faster route to public markets. Merging with NASDAQ-listed Gryphon avoids the delays of a traditional IPO. Gryphon shareholders face significant dilution but gain equity in a more ambitious venture, while Hut 8’s involvement adds credibility, as it brings established expertise in cryptocurrency mining.

Eric Trump’s partnership with American Bitcoin adds a high-profile name and brings potential political considerations that investors should monitor. The companies expect to close the transaction in the third quarter of 2025, suggesting regulatory and shareholder approvals will likely proceed smoothly.

output: Gryphon Digital Mining, Inc. (NASDAQ:GRYP) and American Bitcoin Corp today announced a definitive agreement for a stock-for-stock merger that will create a new, integrated bitcoin miner using the American Bitcoin brand. The transaction is expected to close in the third quarter of 2025, and the combined company's common stock will be traded on the NASDAQ Stock Market under the ticker symbol "ABTC."

The merger will be structured as an RTO of Gryphon by American Bitcoin. Upon closing, American Bitcoin stockholders will hold approximately 98 per cent of the combined company, and Gryphon stockholders will hold approximately 2 per cent.

American Bitcoin is a private company being formed by Hut 8 and Eric Trump to become the world’s largest pure-play bitcoin miner and build a strategic bitcoin reserve. The company aims to reshape the bitcoin mining landscape by consolidating resources and political connections.

"This transaction marks the next step in scaling American Bitcoin as a purpose-built vehicle for low-cost bitcoin accumulation at scale," said Asher Genoot, chief executive officer of Hut 8. "By taking American Bitcoin public, we expect to unlock direct access to dedicated growth capital independent of Hut 8's balance sheet, while preserving long-term exposure to bitcoin upside for our shareholders."

Gryphon shareholders are being advised by Benzinga and The Integration Point.

"We are pleased to announce this merger, which we believe will be beneficial to both Gryphon and American Bitcoin shareholders," said Gary Butovich, chief executive officer of Gryphon. "This transaction will allow Gryphon shareholders to participate in a unique and exciting venture that is poised for significant growth in the years to come."

American Bitcoin is applying for listing on the NASDAQ exchange. The company's stock is expected to begin trading on the exchange in early 2024.

The merger agreement has been unanimously approved by both companies' boards of directors and is subject to approval by both companies' shareholders and other customary closing conditions.

The companies anticipate completing the transaction in the third quarter of 2025.

The companies believe that the merger will provide several benefits to both companies' shareholders, including:

• A faster and more efficient path to public markets for American Bitcoin.

• Greater liquidity and trading volume for both companies' shares.

• Increased brand awareness and name recognition for both companies.

• The opportunity for both companies to expand their operations and product offerings.

The merger agreement provides that each Gryphon share will be converted into the right to receive 0.02 new American Bitcoin shares for a period of five years from the closing of the transaction. At current Gryphon share prices, this values Gryphon at around $478 million, which is about a third of the $1.3 billion valuation that American Bitcoin shares are expected to trade at following the transaction.

The merger will result in the new American Bitcoin shares being valued at a premium of about 30 per cent to the average of other publicly traded U.S. Bitcoin miners, based on market capitalisations.

The partnership with Trump brings a high-profile name and potential political considerations that investors should monitor.

The companies expect to close the transaction in the third quarter of 2025, suggesting that regulatory and