Gryphon Digital SEC Filings

American Bitcoin Corp. (the "Issuer") filed a Schedule 13D reporting that Hut 8 Corp., U.S. Data Mining Group, Inc. and American Bitcoin Holdings LLC (the "Reporting Persons") collectively received 585,779,924 shares of Class B Common Stock at closing of a series of mergers described in a Merger Agreement. Each Class B share is convertible into one Class A share and carries 10,000 votes per share, giving ABH approximately 80% of total voting power and resulting in the Issuer qualifying as a "controlled company" under Nasdaq rules. The Reporting Persons state they intend to take an active role in management and may nominate or cause directors to be elected. An Investors' Rights Agreement grants a Class B Investor Designee the right to serve on the board and provides customary registration rights; the IRA was amended to remove certain voting agreements among Class B holders. The Reporting Persons may buy or sell additional securities subject to applicable agreements and law.

American Bitcoin Corp. completed a 5-for-1 reverse stock split and reclassified its common stock as Class A common stock, then merged with pre-merger American Bitcoin Corp. The reporting persons, Anchorage Lending CA, LLC and Anchor Labs, Inc., held 12,672,454 pre-split shares which became 2,534,491 Class A shares after the reverse split and reclassification. On September 3, 2025, the reporting persons sold 2,534,490 Class A shares in open-market transactions for aggregate gross proceeds of $20,191,136.03, and the previously disclosed loan was paid in full in cash. Following these transactions, the reporting persons may be deemed to beneficially own one share of Class A common stock, representing less than 0.1% of the class, and they ceased to be beneficial owners of more than 5% of the Class A shares.

The prospectus supplement describes an offering of shares of Class A common stock with an aggregate offering price of up to $2,100,000,000. The company states it intends to use any net proceeds to purchase Bitcoin, to purchase Bitcoin mining ASIC machines and for other general corporate purposes. The document repeatedly emphasizes forward-looking statements and identifies a range of uncertainties and risks investors should consider, including regulatory changes, market and economic conditions, competitive pressures, timing and satisfaction of conditions to proposed mergers, and the company’s ability to access capital. The prospectus incorporates by reference the company’s Annual Report for the year ended December 31, 2024, specified proxy and Form 8-K filings and quarterly reports for March 31 and June 30, 2025.

Gryphon Digital Mining, Inc. (GRYP) filed a Current Report on Form 8-K reporting corporate changes related to its merger with American Bitcoin Corp. The filing incorporates an Agreement and Plan of Merger dated May 9, 2025, and discloses a Reverse Stock Split implemented via a Certificate of Amendment to the company’s amended and restated certificate of incorporation. The company also filed a Second Amended and Restated Certificate of Incorporation and a Certificate of Amendment effecting a name change to American Bitcoin Corp. Amended and restated bylaws, an indemnification agreement, an investors’ rights agreement, a code of business conduct and ethics, a press release dated September 3, 2025, MD&A for the three and six months ended June 30, 2025 and 2024, risk factors, capital stock description, audited combined financial statements (years ended 2024–2022), unaudited interim statements, and unaudited pro forma condensed combined financial information were furnished or filed as exhibits.

The filing organizes the post-merger governance and disclosure package, provides historical and pro forma financials for American Bitcoin Corp., and documents capital structure changes including multi-class common stock with differential voting rights.

Gryphon Digital Mining, Inc. reported shareholder actions tied to a planned merger with ABTC. Stockholders approved issuing Combined Company stock that will represent more than 20% of shares outstanding immediately prior to closing, and approved the resulting change of control as required under Nasdaq rules. Shareholders adopted an amended and restated certificate of incorporation and, on an advisory basis, approved governance items including a proposed name change to "American Bitcoin Corp.", a large increase in authorized shares (735,000,000,000 total with classes A/B/C and preferred), a multi-class voting structure (Class A: 1 vote; Class B: 10,000 votes; Class C: 10 votes), the ability to take written-consent actions until Class B holders fall below 50% voting power, and a supermajority requirement for certain charter amendments. The advisory golden parachute payments and a 2025 equity plan were also approved. An adjournment proposal passed but the meeting was not adjourned. A related press release is filed as Exhibit 99.1.

Gryphon Digital Mining Corp. filed an amended shelf registration (S-3/A) that incorporates by reference its Annual Report on Form 10-K (filed March 31, 2025), portions of its definitive proxy (filed April 21, 2025) and a series of Form 8-K filings spanning January–July 2025. The prospectus discusses proposed mergers (including an Agreement and Plan of Merger dated May 9, 2025) and contains forward-looking expectations about the timing and terms of the Mergers, projected capitalization, a proposed multi-class charter and listing of Class A Common Stock on Nasdaq, and plans for scaling mining capacity. Material risks explicitly noted include failure to obtain stockholder approvals, timing uncertainty for the Mergers, regulatory and market changes, and competitive pressures. Exhibits include combined financial statements of American Bitcoin Corp. and unaudited pro forma condensed combined financials.