M&A - Dominari Holdings Inc.

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Form Type: 8-K

Filing Date: 2025-05-13

Corporate Action: Merger

Type: New

Accession Number: 000121390025042271

Filing Summary: On May 13, 2025, Dominari Holdings Inc. issued a press release congratulating American Bitcoin on entering into a definitive merger agreement with Gryphon Digital Mining, Inc. Following the merger, American Bitcoin stockholders, including Dominari, are expected to own approximately 98% of the combined entity. The transaction is anticipated to close in the third quarter of 2025, pending the satisfaction of customary closing conditions.

Additional details:

Item Date: 2025-05-13


Company Name: American Bitcoin


Merger Partner: Gryphon Digital Mining, Inc.


Expected Closing Quarter: third quarter of 2025


Ownership After Merger: approximately 98%


Form Type: 10-K

Filing Date: 2025-04-15

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025031890

Filing Summary: Dominari Holdings Inc. has significantly shifted its operating focus from biotechnology to financial services, establishing a subsidiary named Dominari Financial Inc. The company has executed various strategic acquisitions, notably acquiring Fieldpoint Private Securities, LLC, which operates as a broker-dealer and investment advisor. This acquisition took place in two closings, providing Dominari with a dual registered broker-dealer. As part of its ongoing strategy, Dominari is also engaged in a new venture focused on data centers and bitcoin investment, partnering with Hut 8 Corp to launch American Data Centers Inc. The fiscal year saw milestones in the completion of equity offerings totaling approximately $13.5 million and the introduction of advisory agreements that involved the issuance of new shares. Dominari's ongoing bitcoin investment strategy resulted in approximately $2 million held in bitcoin treasury as of March 2025. The company also aims to expand its presence in various sectors through its financial services subsidiary while maintaining a minority stake in the newly formed American Bitcoin Corp, indicating a broader ambition in both traditional and emerging markets.

Additional details:

Cik: 0001829934


Share Classes Issued: 14,704,045


Share Classes Outstanding: 14,643,897


Market Value Non Affiliates: $7,746,180


February 2025 Financings Proceeds: $13.5 million


Advisory Shares Issued: 2,550,000


Form Type: 8-K

Filing Date: 2025-03-31

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025025776

Filing Summary: On March 31, 2025, Dominari Holdings Inc. reported a significant event involving its former wholly owned subsidiary, American Data Centers Inc. (ADC), which has undergone a series of transactions to launch American Bitcoin Corp., a new initiative focused on Bitcoin mining and reserve development. ADC entered into a Contribution and Stock Purchase Agreement with Hut 8 Corp., where Hut 8 contributed substantially all of its ASIC bitcoin miners in exchange for 80% equity interest in ADC, which has since been renamed American Bitcoin Corp. This new subsidiary will receive management and colocation services from Hut 8, establishing a strategic relationship. Post-transaction, American Bitcoin is now a subsidiary of Hut 8 with Dominari Holdings maintaining a minority interest. The document includes details pertaining to the press release issued on the same date regarding these transactions.

Additional details:

Type Of Transaction: Contribution and Stock Purchase Agreement


New Subsidiary Name: American Bitcoin Corp.


Stake Hut8: 80%


Management Agreement: Hut 8 to provide management services


Dominari Interest: minority


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