M&A - Hut 8 Corp.

Form Type: 425

Filing Date: 2025-05-12

Corporate Action: Merger

Type: New

Accession Number: 000155837025007237

Filing Summary: On May 9, 2025, Hut 8 Corp.'s subsidiary, American Bitcoin Corp., entered into a Merger Agreement with Gryphon Digital Mining, Inc., involving the acquisition of American Bitcoin by Gryphon. As part of the transaction, upon closing, the outstanding shares of American Bitcoin will be converted into stock representing about 98% of Gryphon's issued stock after the merger. The new entity is expected to operate under the name American Bitcoin Corp. Hut 8 Corp. will retain a majority stake in the combined company. The transaction is pending shareholder approvals and other customary closing conditions, including necessary regulatory filings with the SEC.

Form Type: 8-K

Filing Date: 2025-05-12

Corporate Action: Merger

Type: New

Accession Number: 000155837025007236

Filing Summary: On May 9, 2025, Hut 8 Corp. announced that its majority-owned subsidiary, American Bitcoin Corp., entered into a Merger Agreement with Gryphon Digital Mining, Inc. This agreement outlines the acquisition of American Bitcoin by Gryphon, with American Bitcoin's existing stock to be converted into approximately 98% of Gryphon's stock post-transaction. Following the merger, Gryphon is expected to change its name to 'American Bitcoin Corp.' Hut 8 will retain majority ownership of the combined company. The completion of the transaction is contingent upon customary closing conditions, including Gryphon's stockholder approval and successful application for Nasdaq listing for the stock consideration to be received by American Bitcoin’s stockholders.

Form Type: 8-K

Filing Date: 2025-03-31

Corporate Action: Acquisition

Type: New

Accession Number: 000155837025004056

Filing Summary: On March 31, 2025, Hut 8 Corp. announced the completion of a series of transactions leading to the launch of its majority-owned subsidiary, American Bitcoin Corp. This subsidiary focuses on industrial-scale Bitcoin mining and strategic Bitcoin reserve development. To facilitate these transactions, Hut 8 Corp. entered into a Contribution and Stock Purchase Agreement with American Data Centers Inc. (ADC) and ADC's stockholders, whereby Hut 8 contributed substantially all of its wholly owned ASIC bitcoin miners to ADC in exchange for 80% equity interest in ADC. Following the completion of the transactions, ADC's name was changed to American Bitcoin Corp. Additionally, Hut 8 and American Bitcoin engaged in several definitive agreements for operational management and support services, leading to the consolidation of American Bitcoin's results in Hut 8's financial statements, streamlining the reporting of Bitcoin mining operations formerly categorized under Hut 8's Compute segment.