The Trump household’s American Bitcoin Corp. and Gryphon Digital Mining have filed an amended S-4 registration assertion with the U.S. Securities and Trade Fee, shifting ahead on the public listing for the mixed entity.
The submitting advances a beforehand introduced stock-for-stock merger that may end result within the formation of a brand new publicly traded firm, American Bitcoin, anticipated to commerce on Nasdaq below the ticker image “ABTC”.
The transaction, focused to shut as early because the third quarter of 2025, will see Gryphon merge with a subsidiary of American Bitcoin, making American Bitcoin the brand new public mother or father firm. Per the merger settlement, current American Bitcoin shareholders will personal roughly 98% of the brand new entity, with Gryphon shareholders holding the remaining 2%.
American Bitcoin Corp
American Bitcoin Corp. was launched in March as a majority-owned subsidiary of the vitality and infrastructure firm Hut 8. Preliminary statements indicated Hut 8 would maintain an 80% possession stake.
The remaining 20% curiosity is held by the founding companions, which incorporates Eric Trump and Donald Trump Jr. Nonetheless, the precise breakdown of this minority stake among the many completely different companions has not been made public.
The mixed firm’s management will probably be drawn from American Bitcoin. Matt Prusak, who began his entrepreneurial profession selling COVID tests, will function CEO, and Eric Trump will serve as Chief Technique Officer.
In a press release, Matt Prusak, CEO of American Bitcoin, framed the transaction as a transfer to create a big, publicly traded Bitcoin accumulation platform. Prusak stated,
“The house has been fragmented. It’s over a dozen public miners. However what’s fascinating about that type of fragmentation is that it creates alternative for class chief. Someone actually be that pure play. Give Bitcoin publicity, give hash fee publicity.”
He emphasised the corporate’s asset-light mannequin, which leverages a strategic partnership with Hut 8 Corp. for operations and infrastructure, as a key part of its technique to accumulate Bitcoin effectively.
Merger and public itemizing
For Gryphon, the merger gives a path to elevated scale and market presence. Rob Chang, Gryphon’s former CEO, famous the advantages for his firm’s shareholders. Present CEO, Asher Genoot, commented,
“Taking American Bitcoin public is a essential step towards scaling the enterprise on the tempo and magnitude we envision.”
Gryphon brings its current digital asset mining operations to the brand new entity, together with a self-mining hashrate of 899 petahash per second as of the second quarter 2024. The corporate has targeted on using renewable and low-cost vitality sources, together with a latest acquisition of a pure gasoline asset in Canada to energy its operations.
This merger happens inside a broader context of consolidation within the U.S. Bitcoin mining sector. After final 12 months’s halving occasion, which lowered mining rewards, many operators face elevated financial strain.
This setting has spurred a wave of mergers and acquisitions as corporations search to attain larger scale, operational effectivity, and entry to capital to stay aggressive. The formation of American Bitcoin straight displays this trade pattern and the Trump household’s deal with crypto ventures, combining Gryphon’s operational belongings with American Bitcoin’s strategic imaginative and prescient and entry to capital markets.
The amended S-4 submitting gives detailed details about the proposed merger and is a procedural step towards the deal’s finalization. The completion of the transaction stays topic to the registration assertion turning into efficient with the SEC and approval from the shareholders of each corporations.