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MIAMI/LAS VEGAS - American Bitcoin Corp. and Gryphon Digital Mining, Inc. (NASDAQ:GRYP) have filed an amended registration statement on Form S-4 with the SEC for their planned stock-for-stock merger, according to a press release statement issued Tuesday. Gryphon, currently trading at $0.90, has shown significant momentum with a 120% price return over the past six months, though InvestingPro analysis indicates the stock is currently overvalued.
The filing, which amends the initial version submitted in June, contains a preliminary proxy statement and prospectus related to the proposed transaction. Upon completion of the merger, the combined entity will operate under the American Bitcoin brand and is expected to trade on Nasdaq under the ticker symbol "ABTC." According to InvestingPro data, Gryphon currently maintains a market capitalization of approximately $66 million, with analysts anticipating challenging conditions ahead. Get access to 12 more exclusive ProTips and comprehensive analysis with an InvestingPro subscription.
The transaction is targeted to close as early as the third quarter of 2025, with American Bitcoin’s management team and board of directors set to lead the combined company after closing.
American Bitcoin, a majority-owned subsidiary of Hut 8, focuses on industrial-scale Bitcoin mining and strategic Bitcoin reserve development. Gryphon Digital Mining is described as "an innovative venture in the Bitcoin mining space." Recent financial data shows Gryphon generated revenue of $14.6 million in the last twelve months, though with challenging gross profit margins of about 11%. A detailed analysis of Gryphon’s financial health and future prospects is available in the Pro Research Report, part of the comprehensive coverage of 1,400+ US stocks on InvestingPro.
Under the terms of the definitive merger agreement, Gryphon will acquire American Bitcoin in a stock-for-stock transaction. The registration statement filed with the SEC provides information about both companies and the proposed merger, though it has not yet become effective and the information remains subject to change.
The companies noted that the registration statement includes forward-looking statements subject to various risks and uncertainties that could cause actual results to differ materially from expectations. These include potential issues with closing conditions, regulatory approvals, and integration challenges.
Investors and stockholders of Gryphon are advised to review the registration statement and proxy statement/prospectus regarding the proposed transaction when they become available.
In other recent news, American Bitcoin is set to go public through an all-stock merger with Gryphon Digital Mining. The merger will result in American Bitcoin being listed on the Nasdaq under the ticker symbol "ABTC," with current shareholders of American Bitcoin expected to own approximately 98% of the new entity. This merger, which is anticipated to be finalized by the third quarter of 2025, will see the management and board of directors from American Bitcoin leading the newly merged company. The merger announcement led to a substantial increase in Gryphon’s premarket trading shares. Meanwhile, Gryphon Digital Mining has reported a slight decrease in its 2024 sales to $20.5 million, down from $21.1 million in 2023. H.C. Wainwright has maintained a Neutral rating on Gryphon, citing a strategic shift towards the high-performance compute market. Gryphon plans to reduce its bitcoin mining activities to focus on developing HPC facilities, with the first phase expected to be operational by the end of 2025. Despite this strategic pivot, H.C. Wainwright has expressed caution due to challenges Gryphon faces, including the absence of finalized power deals and financing.
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