American Bitcoin and Gryphon Digital Mining Advance Toward Public Listing with Amended S-4 Filing

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The journey toward a major milestone in the U.S. Bitcoin ecosystem has taken a significant step forward. American Bitcoin Corp. ("American Bitcoin") and Gryphon Digital Mining, Inc. (Nasdaq: GRYP) ("Gryphon") have jointly announced the filing of an amended registration statement on Form S-4 with the U.S. Securities and Exchange Commission (SEC). This updated filing marks a critical phase in their previously disclosed stock-for-stock merger, paving the way for American Bitcoin’s anticipated public debut.

Once finalized, the combined entity is expected to operate under the American Bitcoin brand and trade on the Nasdaq under the ticker symbol "ABTC", with a targeted closing in the third quarter of 2025.

👉 Discover how this strategic merger could reshape the future of American Bitcoin infrastructure.

Strategic Merger to Strengthen U.S. Bitcoin Leadership

The amended Form S-4 registration statement builds upon the initial filing from June and includes a preliminary proxy statement and prospectus related to the proposed transaction. While the document remains subject to SEC review and has not yet become effective, it offers comprehensive insights into both companies, their operational synergies, and the strategic rationale behind the merger.

Under the definitive merger agreement, Gryphon will acquire American Bitcoin in a stock-for-stock transaction. Upon completion, American Bitcoin’s leadership team—including its management and board of directors—will helm the combined company. This continuity underscores confidence in American Bitcoin’s vision: to build a robust, scalable backbone for Bitcoin mining and reserve development within the United States.

This transaction represents more than corporate consolidation—it's a strategic alignment aimed at accelerating domestic Bitcoin infrastructure growth, enhancing operational efficiency, and positioning the new public entity as a key player in the evolving digital asset economy.

Core Focus: Industrial-Scale Bitcoin Mining & Strategic Reserves

American Bitcoin is a majority-owned subsidiary of Hut 8, a leader in sustainable digital infrastructure. The company leverages Hut 8’s proven track record in industrial-scale mining operations, low-cost energy integration, and disciplined capital allocation strategies. These strengths are combined with high-level commercial expertise—driving innovation in decentralized finance and long-term value creation.

With a mission to fortify America’s role in the global Bitcoin network, American Bitcoin is focused on three core pillars:

Gryphon Digital Mining brings complementary strengths as an innovative force in the Bitcoin mining sector. Known for its agile operational model and forward-thinking approach, Gryphon’s integration into the American Bitcoin framework enhances technical capabilities and broadens access to capital markets.

Path to Nasdaq: What Investors Need to Know

The filing of the amended S-4 is a regulatory prerequisite for shareholder approval and final transaction clearance. Key details outlined in the preliminary materials include:

Investors are encouraged to monitor filings with the SEC for updates on the definitive proxy statement/prospectus, which will be distributed to Gryphon shareholders ahead of voting.

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FAQ: Understanding the American Bitcoin-Gryphon Merger

Q: What is the purpose of the amended Form S-4 filing?
A: The amended registration statement provides updated disclosures about the merger, including financial details, governance structure, risks, and operational plans. It serves as part of the regulatory process required for shareholder approval and public listing.

Q: Will American Bitcoin be a publicly traded company after the merger?
A: Yes. Following the completion of the transaction, the combined company will operate as American Bitcoin and is expected to be listed on Nasdaq under the ticker “ABTC.”

Q: Who will lead the combined company?
A: The management team and board of directors from American Bitcoin will lead the post-merger organization, ensuring alignment with its core mission and growth strategy.

Q: When is the merger expected to close?
A: The transaction is currently targeted to close in Q3 2025, subject to regulatory approvals, shareholder votes, and other customary closing conditions.

Q: How does this merger benefit U.S. Bitcoin infrastructure?
A: By combining Gryphon’s innovation with American Bitcoin’s scale and strategic focus, the merger strengthens domestic mining capacity, supports energy optimization, and advances America’s position in the global digital asset landscape.

Q: Where can I find official documents related to the merger?
A: All SEC filings, including the amended S-4 registration statement, are available through the SEC’s EDGAR database at www.sec.gov.

Forward-Looking Statements and Risk Considerations

As with any pending corporate transaction, this announcement includes forward-looking statements regarding expected timelines, leadership structure, listing plans, and strategic objectives. These projections are based on current assumptions and are subject to risks such as regulatory delays, market fluctuations, shareholder approval outcomes, integration challenges, and broader economic conditions.

Factors that could impact the actual results include:

Investors are advised to review Gryphon’s most recent Form 10-K and subsequent SEC filings for a full discussion of risk factors.

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Keywords Integrated:

This strategic merger reflects a growing trend of institutional maturation within the cryptocurrency space—where operational excellence meets capital market discipline. As American Bitcoin moves closer to its Nasdaq debut, it stands poised to become a flagship representative of U.S.-led innovation in decentralized finance and digital asset development.