American Bitcoin Corp., backed by the Trump family, and Gryphon Digital Mining have taken a significant step towards becoming a publicly traded entity. They’ve recently updated their S-4 registration with the Securities and Exchange Commission (SEC), pushing forward their plans for a public offering via a merger.
This updated filing moves forward with a previously agreed-upon merger involving an exchange of stock. This will establish a new publicly listed business, known as American Bitcoin, anticipated to be listed on the Nasdaq exchange under the symbol “ABTC”.
The merger is slated to finalize as early as the third quarter of 2025. Gryphon will combine with a subsidiary of American Bitcoin, with American Bitcoin becoming the publicly traded parent organization. As part of the merger terms, existing American Bitcoin shareholders will hold roughly 98% ownership of the newly formed entity, while Gryphon’s stakeholders will retain the remaining 2%.
American Bitcoin Corp
American Bitcoin Corp. was initially created in March as a subsidiary, primarily owned by energy and infrastructure firm Hut 8. Initial reports suggested Hut 8 would possess an 80% ownership share.
The remaining 20% is held by the company’s founding partners, including Eric Trump and Donald Trump Jr. However, the specific allocation of this smaller share among the partners has not been disclosed publicly.
The leadership of the newly merged company will be derived from American Bitcoin. Matt Prusak, whose early career involved selling COVID tests, will take the helm as CEO, while Eric Trump will assume the role of Chief Strategy Officer.
Matt Prusak, CEO of American Bitcoin, described the merger as a strategic initiative to establish a major, publicly accessible platform for Bitcoin accumulation. Prusak stated,
“The Bitcoin mining space is currently quite dispersed, with many publicly traded miners. However, this fragmentation creates an opportunity for a market leader to emerge – a company that can truly specialize in Bitcoin exposure and hash rate provision.”
He highlighted the company’s capital-efficient model, built upon a strategic alliance with Hut 8 Corp. for operational and infrastructure support, as a vital factor in their plan to efficiently gather Bitcoin.
Merger and public listing
The merger provides Gryphon with a pathway to greater scale and a stronger market footprint. Rob Chang, formerly CEO of Gryphon, emphasized the benefits for the company’s shareholders. Current CEO, Asher Genoot, added,
“Taking American Bitcoin public represents a crucial step in scaling the business at the pace and to the extent we envision.”
Gryphon contributes its existing digital asset mining activities to the new organization, including a self-mining hashrate of 899 petahash per second as of the second quarter of 2024. The company has been dedicated to employing renewable energy sources and affordable energy, which included the recent purchase of a natural gas asset located in Canada to power mining operations.
This merger unfolds within a wider trend of consolidation across the U.S. Bitcoin mining industry. Following last year’s halving event, which diminished mining rewards, many operators are experiencing heightened financial pressures.
This situation has encouraged a surge in mergers and acquisitions as businesses seek to achieve greater size, increased operational effectiveness, and improved access to capital in order to stay competitive. The establishment of American Bitcoin is a direct illustration of this industry-wide movement and mirrors the Trump family’s emphasis on crypto-related ventures, integrating Gryphon’s working assets with American Bitcoin’s strategic goals and access to financial markets.
The amended S-4 filing delivers in-depth details about the planned merger and represents a procedural step towards finalizing the deal. The completion of the transaction is still dependent upon the SEC approving the registration statement and receiving the approval from shareholders of both businesses.