The Trump family’s American Bitcoin Corp. and Gryphon Digital Mining have taken a significant step towards their public listing by filing an amended S-4 registration statement with the U.S. Securities and Exchange Commission. This filing marks the progression of a stock-for-stock merger that will lead to the creation of a new publicly traded entity, American Bitcoin, anticipated to be listed on Nasdaq under the ticker symbol “ABTC”.
The merger, set to be finalized as early as the third quarter of 2025, will see Gryphon merging with a subsidiary of American Bitcoin, resulting in American Bitcoin becoming the new public parent company. As per the merger agreement, existing American Bitcoin shareholders will hold around 98% ownership of the combined entity, while Gryphon shareholders will retain the remaining 2%.
American Bitcoin Corp was established in March as a majority-owned subsidiary of Hut 8, an energy and infrastructure company. Originally, Hut 8 was slated to hold an 80% ownership stake, with the remaining 20% distributed among the founding partners, including Eric Trump and Donald Trump Jr. The specific breakdown of this minority stake among the partners has not been publicly disclosed.
The leadership of the newly formed company will be led by American Bitcoin’s Matt Prusak as CEO and Eric Trump as Chief Strategy Officer. Prusak highlighted the transaction as a move to establish a substantial, publicly traded Bitcoin accumulation platform, emphasizing the company’s asset-light model that relies on a strategic partnership with Hut 8 for operations and infrastructure.
For Gryphon, the merger represents an opportunity to enhance its scale and market presence. The company’s former CEO, Rob Chang, acknowledged the benefits for Gryphon’s shareholders, with current CEO Asher Genoot expressing the importance of taking American Bitcoin public as a strategic move to propel the business forward.
Gryphon brings its existing digital asset mining operations to the combined entity, boasting a self-mining hashrate of 899 petahash per second as of the second quarter of 2024. The company has been focused on utilizing renewable and cost-effective energy sources, such as a recent acquisition of a natural gas asset in Canada to power its operations.
This merger aligns with the broader trend of consolidation within the U.S. Bitcoin mining sector, driven by economic pressures following last year’s halving event. Many operators are seeking mergers and acquisitions to achieve greater scale, operational efficiency, and access to capital to remain competitive. The formation of American Bitcoin reflects this industry trend, combining Gryphon’s operational assets with American Bitcoin’s strategic vision and access to capital markets.
The amended S-4 filing outlines the details of the proposed merger and represents a step towards finalizing the deal. The completion of the transaction is contingent on the registration statement’s approval by the SEC and the shareholders of both companies.