false
0001755953
Gryphon Digital Mining, Inc.
0001755953
2025-09-03
2025-09-03
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
September 3, 2025
American Bitcoin Corp.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 001-39096 |
|
83-2242651 |
| (Commission File Number) |
|
(IRS Employer
Identification No.) |
| 1101 Brickell Avenue, Suite 1500 |
|
|
| Miami, FL |
|
33131 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
(305) 224 6427
(Registrant’s Telephone Number, Including
Area Code)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| | |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
| | |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of Each Class |
|
Trading Symbol |
|
Name of Each Exchange on Which Registered |
| Class A Common Stock, par value $0.0001 per share |
|
ABTC |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
“At-the-Market” Equity Offering
Program
American Bitcoin
Corp., a Delaware corporation (the “Company”), has entered into a Controlled Equity OfferingSM Sales
Agreement, dated as of September 3, 2025 (the “Sales Agreement”) with each of Cantor Fitzgerald & Co., Mizuho Securities
USA LLC, The Benchmark Company, LLC, BTIG, LLC, Canaccord Genuity LLC, Clear Street LLC, Craig-Hallum Capital Group LLC, H.C. Wainwright
& Co., LLC, JonesTrading Institutional Services LLC, Keefe, Bruyette & Woods, Inc., Needham & Company, LLC, Northland Securities,
Inc., Piper Sandler & Co., Roth Capital Partners, LLC and Virtu Americas LLC (together, the “Agents”), pursuant to which
the Company may, from time to time at its option to or through any of the Agents, acting as agent and/or principal, offer and sell an
indeterminate number of shares of its Class A common stock, par value $0.0001 per share (the “Class A Common Stock”).
On September 3, 2025, the Company filed a prospectus
supplement (the “Prospectus Supplement”) with the Securities and Exchange Commission (the “SEC”) relating to the
Company’s effective shelf registration statement on Form S-3 (File No. 333-289278), filed with the SEC on August 6, 2025, and which
was declared effective by the SEC on September 3, 2025 (the “Registration Statement”), under which the Company may offer
and sell Class A Common Stock having an aggregate offering price of up to $2,100,000,000 (the “Shares”) to or through the
Agents pursuant to the Sales Agreement.
Sales of the Shares under the Sales Agreement
may be made by any method that is deemed to be an “at the market” offering as defined in Rule 415(a)(4) under the Securities
Act of 1933, or by any other method permitted by law. Each Agent will make all sales using commercially reasonable efforts consistent
with its normal trading and sales practices. The compensation payable to the Agents for sales of Shares pursuant to the Sales Agreement
will be up to 3.0% of the gross proceeds for any Shares sold to or through them. The Sales Agreement may be terminated by the Company
or the Agents in accordance with the terms therein.
The description of the Sales Agreement does not
purport to be complete and is qualified in its entirety by reference to the Sales Agreement, which is filed as Exhibit 1.1 to this Current
Report on Form 8-K and incorporated herein by reference.
This Current Report on Form 8-K shall not constitute
an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in any state or
other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such state or other jurisdiction.
The legal opinion of Skadden, Arps, Slate, Meagher
& Flom LLP relating to the Shares is being filed as Exhibit 5.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. |
|
Description |
| 1.1 |
|
Controlled Equity OfferingSM Sales Agreement, dated September 3, 2025, among the Company and Cantor Fitzgerald & Co., Mizuho Securities USA LLC, The Benchmark Company, LLC, BTIG, LLC, Canaccord Genuity LLC, Clear Street LLC, Craig-Hallum Capital Group LLC, H.C. Wainwright & Co., LLC, JonesTrading Institutional Services LLC, Keefe, Bruyette & Woods, Inc., Needham & Company, LLC, Northland Securities, Inc., Piper Sandler & Co., Roth Capital Partners, LLC, and Virtu Americas LLC. |
| 5.1 |
|
Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding the legality of the Shares. |
| 23.1 |
|
Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1). |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
AMERICAN BITCOIN CORP. |
| |
|
|
| Date: September 3, 2025 |
|
|
| |
By: |
/s/ Matt Prusak |
| |
|
Name: |
Matt Prusak |
| |
|
Title: |
President and Interim Chief Financial Officer |
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