M&A - Gryphon Digital Mining, Inc.

Form Type: 425

Filing Date: 2025-05-19

Corporate Action: Merger

Type: New

Accession Number: 000121390025045393

Filing Summary: On May 19, 2025, Gryphon Digital Mining, Inc. announced a proposed merger with American Bitcoin Corp. (ABTC) as detailed in interviews held at the Consensus 2025 Conference in Toronto. The merger aims to take ABTC public through Gryphon, leveraging Gryphon's existing business to expedite access to capital markets. Asher Genoot, ABTC's board member, discussed the strategic rationale for the merger, highlighting their goal to grow as an entity in the Bitcoin ecosystem. Eric Trump, serving as Chief Strategy Officer at ABTC, emphasized the rapid execution of the merger process and the surging interest in Bitcoin, asserting that they expect significant advantages in this competitive market. The anticipated close of the merger is expected in Q4 2025, aligning with ABTC's goal of establishing a strong public presence. Both companies aim to capitalize on the growing demand for Bitcoin and the broader cryptocurrency market, striving to be a trusted and leading brand in Bitcoin mining and accumulation.

Form Type: 425

Filing Date: 2025-05-19

Corporate Action: Merger

Type: New

Accession Number: 000155837025007985

Filing Summary: This document reports on a proposed transaction between American Bitcoin Corp. and Gryphon Digital Mining, Inc., concerning the merger of the two entities. It outlines the expected structure, timing, and completion of the merger, including the anticipated listing of the combined entity on Nasdaq. The document includes cautionary notes regarding forward-looking statements, emphasizing that any forward-looking information reflects management's expectations subject to various risks and uncertainties. These could affect the merger's closing, the necessary stockholder approval, and potential market and operational risks. The communication also indicates that Gryphon will file a Registration Statement with the SEC, which will detail the proxy statement and prospectus for Gryphon's stockholders to approve the merger. Recipients are encouraged to review these documents carefully upon availability, as they will provide significant information about the transaction. Additionally, the document notes that participants in the solicitation include the directors and officers of both companies, who may have vested interests in the outcome of the solicitation process.

Form Type: 425

Filing Date: 2025-05-16

Corporate Action: Merger

Type: New

Accession Number: 000121390025044918

Filing Summary: Gryphon Digital Mining, Inc. is involved in a proposed merger with American Bitcoin Corp. Eric Trump, the Chief Strategy Officer of American Bitcoin, discussed the benefits and strategic rationale behind taking the company public through a reverse merger with Gryphon Digital Mining. The merger aims to enhance their market presence and capitalize on the growing digital asset space. The interview highlighted the operational efficiencies and opportunities for capital generation this move presents. There are cautionary notes regarding forward-looking statements about the merger's structure, timing, closure, and associated risks, including potential regulatory approvals and market conditions. Gryphon intends to file a Registration Statement on Form S-4 to register shares to be issued in the transaction, which will include a proxy statement and prospectus for Gryphon's shareholders.

Form Type: 425

Filing Date: 2025-05-13

Corporate Action: Merger

Type: New

Accession Number: 000121390025042142

Filing Summary: Gryphon Digital Mining, Inc. has filed Form 425 as part of disclosures regarding a proposed merger with American Bitcoin Corp. The document details the intentions of both companies and contemplates the structure, timing, and completion of the merger agreement. It outlines the necessity for stockholder approval and mentions the filing of a Registration Statement on Form S-4 to register the Class A common stock to be issued by Gryphon in connection with this transaction. The filings are set to include a Proxy Statement/Prospectus aimed at informing stockholders and garnering their approval for the merger. The document provides cautionary notes on forward-looking statements addressing potential risks and uncertainties related to the merger, including legal challenges, stockholder approvals, and operational integration of both entities. It emphasizes the importance of reading all forthcoming documents related to the merger for comprehensive understanding and potential implications for investors and stockholders.

Form Type: 425

Filing Date: 2025-05-12

Corporate Action: Merger

Type: New

Accession Number: 000121390025041704

Filing Summary: On May 12, 2025, Gryphon Digital Mining, Inc. announced a definitive merger agreement with American Bitcoin Corp. Under this agreement, Gryphon will acquire American Bitcoin in a stock-for-stock transaction aimed at creating a publicly traded vehicle for low-cost Bitcoin accumulation. After the merger, the combined entity will operate under the American Bitcoin brand and is projected to trade on Nasdaq as 'ABTC'. The existing stockholders of American Bitcoin are expected to hold approximately 98% of the new company after the merger closes, anticipated by Q3 2025. Leadership will transition to the current management team of American Bitcoin, including key figures such as Eric Trump and Asher Genoot. This strategic move is expected to facilitate quicker market entry and enhance capital efficiencies in the growing Bitcoin mining sector.

Form Type: 425

Filing Date: 2025-05-12

Corporate Action: Merger

Type: New

Accession Number: 000121390025041706

Filing Summary: Gryphon Digital Mining, Inc. announced a proposed transaction to acquire American Bitcoin Corp. via a reverse triangular merger. The merger will result in Gryphon's existing stockholders owning approximately 98% of the combined company, which will operate under the American Bitcoin brand and trade on Nasdaq as 'ABTC'. The merging entities aim to leverage operational excellence and strategic partnerships to create a leading Bitcoin investment platform. The transaction is subject to customary closing conditions, including stockholder and regulatory approvals, with a targeted closing timeline as early as Q3 2025. Key risks associated with the merger include the satisfaction of closing conditions and the potential for delays due to stockholder approval or Nasdaq listing requirements. The governance structure post-merger will include a board from American Bitcoin, with notable leadership from individuals such as Mike Ho and Eric Trump.

Form Type: 425

Filing Date: 2025-05-12

Corporate Action: Merger

Type: New

Accession Number: 000155837025007399

Filing Summary: On May 12, 2025, Gryphon Digital Mining, Inc. is involved in a proposed transaction with American Bitcoin Corp. The document outlines forward-looking information regarding the merger, including expectations about the merger's completion, structure, and the management of the combined company post-merger. It highlights various risks and uncertainties that could impact the transaction, including the potential for delays in stockholder approvals, legal proceedings, and market fluctuations. Additionally, the document explains that Gryphon plans to register Class A common stock with the SEC as part of this merger taking place after a proxy statement is finalized and approved by stockholders. It emphasizes the need for stakeholders to review the detailed Registration Statement and Proxy Statement when available to understand fully the implications of the proposed merger. The communication clarifies that it does not constitute an offer for securities, maintaining regulatory compliance under U.S. securities laws.

Form Type: 8-K

Filing Date: 2025-05-12

Corporate Action: Merger

Type: New

Accession Number: 000121390025041698

Filing Summary: On May 9, 2025, Gryphon Digital Mining, Inc. entered into a Merger Agreement with American Bitcoin Corp. (ABTC) and its subsidiaries, involving a two-step merger. This transaction involves Merger Sub I Inc. merging with ABTC, making ABTC a wholly owned subsidiary of Gryphon, followed by a merger of the surviving corporation with Merger Sub II LLC. As a result of the mergers, Gryphon will adopt an amended charter that reclassifies its existing common stock and creates new classes of stock. Former ABTC stockholders will receive shares of Gryphon common stock in light of their previous investments. The closing of this transaction is conditional upon customary approvals, including Gryphon stockholder approval and ensuring the listing of its common stock on Nasdaq post-merger. Post-merger, the entity will be renamed American Bitcoin Corp. Furthermore, the combined company's governance will change, with new leadership from ABTC. Additionally, Gryphon reduced the exercise price of a warrant held by Anchorage from $1.50 to $0.55 per share.

Form Type: 10-K

Filing Date: 2025-03-31

Corporate Action: Merger

Type: Update

Accession Number: 000121390025026404

Filing Summary: Gryphon Digital Mining, Inc. completed a business merger with Ivy Crypto, Inc. on February 9, 2024, after stockholder approval, resulting in Gryphon changing its name from Akerna Corp. and Legacy Gryphon becoming its wholly-owned subsidiary. The merger aimed to combine business resources and expertise in the cryptocurrency mining sector. The financial statements presented in the filing represent the results of Legacy Gryphon and its subsidiaries prior to the business combination. Gryphon has altered its operational strategy from solely mining Bitcoin to acquiring and developing energy assets for AI and high-performance computing data center infrastructure, signifying a strategic shift towards energy development. The company reported having 69,982,876 shares outstanding as of March 31, 2025, indicating the potential impact of the merger on its share structure and asset acquisition capabilities. Key risks discussed in the filing include price volatility of cryptocurrency, competition from other investment and mining methods, and regulatory challenges that may impact future operations. Additionally, the company is seeking to secure its power supply amid fluctuations in energy costs and faces operational dependencies on digital asset mining equipment suppliers, which could influence profitability and operational flexibility.

Form Type: 8-K

Filing Date: 2025-03-03

Corporate Action: Acquisition

Type: Termination

Accession Number: 000121390025019394

Filing Summary: On February 27, 2025, Gryphon Digital Mining, Inc. terminated the asset purchase and sale agreement with Erikson National Energy Inc., which was initiated on December 9, 2024. Erikson, a Canadian corporation, had filed for bankruptcy under the Bankruptcy and Insolvency Act in Canada on October 1, 2024. The termination of the Purchase Agreement results in no material early termination penalties for Gryphon. The Company is still considering the possibility of acquiring a subset of Erikson's assets in the future, subject to availability. The agreed purchase price was CAD $2,000,000 for substantially all of Erikson’s natural gas and oil wells, facilities, and pipelines located in northeastern British Columbia.

Form Type: 8-K

Filing Date: 2025-02-26

Corporate Action: Acquisition

Type: Update

Accession Number: 000121390025017430

Filing Summary: Gryphon Digital Mining, Inc. entered into a Second Extension to the Purchase and Sale Agreement with Erikson National Energy Inc., as of February 14, 2025. This agreement allows Gryphon to acquire a subset of Erikson's assets located in the Wildboy area, rather than all of Erikson's assets as initially intended. The original Purchase Agreement was established on December 9, 2024, allowing Gryphon to purchase Erikson’s assets for CAD $2,000,000. Following due diligence, Gryphon expressed interest only in specific assets, leading to the current update. The parties agreed on a new outside date of March 12, 2025, for the agreement and that Gryphon may unconditionally terminate the agreement at any time if unsatisfied with its due diligence. Additionally, Gryphon will retain the right to be informed of any marketing efforts by Erikson regarding its remaining assets and liabilities.

Form Type: 8-K

Filing Date: 2025-01-27

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025006731

Filing Summary: On January 27, 2025, Gryphon Digital Mining, Inc. announced the acquisition of 1,900 S19JPro series machines from RepairBit LLC for approximately $0.6 million. This acquisition increases the company's total number of mining machines to about 10,400. The announcement was made via a press release that is attached as Exhibit 99.1 in the filing.

Form Type: 8-K

Filing Date: 2025-01-10

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025002372

Filing Summary: On January 8, 2024, Gryphon Digital Mining, Inc. entered into a Share and Unit Purchase Agreement with BTG Energy Corp., BTG Power Corp., and West Lake Energy Corp., represented by 2670786 Alberta Ltd., to acquire all shares of Captus Generation Ltd. and BowArk Energy Ltd. for CAD $24 million. The agreement included prior cash deposits and is subject to various conditions including regulatory approvals. Additionally, on December 9, 2024, Gryphon agreed to acquire assets from Erikson National Energy for CAD $2 million, which is also pending certain conditions, including a court vesting order. Furthermore, Gryphon initiated new colocation agreements with Blockfusion and Mawson for hosting bitcoin miners, thus expanding its operational capacity.