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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 2, 2025
Gryphon Digital Mining, Inc.
(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.) |
| |
|
|
| 1180 N. Town Center Drive, Suite 100 |
|
|
| Las Vegas, NV |
|
89144 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
(702) 945-2700
(Registrant’s Telephone Number, Including
Area Code)
N/A
(Former Name or Former Address, if Changed Since
Last Report)
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 |
| Common Stock, par value $0.0001 per share |
|
GRYP |
|
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 8.01. Other Events.
ABTC Merger
As previously disclosed, on
May 9, 2025, Gryphon Digital Mining, Inc., a Delaware corporation (“Gryphon”), GDM Merger Sub I Inc., a Delaware corporation
and wholly owned direct subsidiary of Gryphon, GDM Merger Sub II LLC, a Delaware limited liability company and wholly owned direct subsidiary
of Gryphon, and American Bitcoin Corp., a Delaware corporation (“ABTC”), entered into an Agreement and Plan of Merger (the
“Merger Agreement”).
This Current Report on Form
8-K (this “Current Report”) is being filed to provide updated information about ABTC. ABTC’s Management’s Discussion
and Analysis of Financial Condition and Results of Operations for the three and six months ended June 30, 2025 is attached to this Current
Report as Exhibit 99.1 and is incorporated herein by reference. The unaudited financial statements of ABTC as of and for the three and
six months ended June 30, 2025 are attached to this Current Report as Exhibit 99.2 and are incorporated herein by reference. The unaudited
pro forma condensed combined balance sheet as of June 30, 2025, the unaudited pro forma condensed combined statement of operations for
the six months ended June 30, 2025 and the unaudited pro forma condensed combined statement of operations for the year ended December
31, 2024 are attached to this Current Report as Exhibit 99.3 and are incorporated herein by reference.
Cautionary Note Regarding Forward-Looking Statements
This Current Report includes
“forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the
Securities Act of 1933, as amended (the “Securities Act”), and Rule 175 promulgated thereunder, and Section 21E of the Securities
Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder, which statements involve inherent risks and uncertainties. Examples
of forward-looking statements, include, but are not limited to, statements relating to the structure, timing, and completion of the previously
announced stock-for-stock merger transaction between American Bitcoin and Gryphon (the “Transaction”), the combined company’s
listing and trading on Nasdaq after the closing of the proposed Transaction, the expected management and composition of the board of directors
of the combined company following the closing of the proposed Transaction, and the vision, goals, and trajectory of Gryphon, American
Bitcoin and the combined company.
Forward-looking statements
are not statements of historical fact, but instead represent management’s expectations, estimates, and projections regarding future
events based on certain material factors and assumptions at the time the statement was made. While considered reasonable by American Bitcoin
and Gryphon as of the date of this Current Report, such statements are subject to known and unknown risks, uncertainties, assumptions
and other factors that may cause the actual results, level of activity, performance, or achievements to be materially different from those
expressed or implied by such forward-looking statements, including, but not limited to: the occurrence of any event, change, or other
circumstances that could give rise to the right of one or both of the parties to terminate the Merger Agreement; the possibility that
the proposed Transaction does not close when expected or at all because the conditions to closing are not satisfied on a timely basis
or at all; risks related to American Bitcoin’s initial listing on Nasdaq following closing of the proposed Transaction; the outcome
of any legal proceedings that may be instituted against American Bitcoin, Gryphon, or the combined company; the possibility that the anticipated
benefits of the proposed Transaction are not realized when expected or at all; the possibility that the vision, goals, and trajectory
of the combined company are not timely achieved or realized or achieved or realized at all; the possibility that the integration of the
two companies may be more difficult, time-consuming or costly than expected; the possibility that the proposed Transaction may be more
expensive or take longer to complete than anticipated, including as a result of unexpected factors or events; the diversion of Gryphon
and American Bitcoin’s management’s attention from ongoing business operations and opportunities; changes in Gryphon’s
stock price before closing; and other factors that may affect the future business, results, financial position and prospects of American
Bitcoin, Gryphon, or the combined company. Additional factors that could cause results to differ materially from those described above
can be found in Gryphon’s most recent annual report on Form 10-K for the fiscal year ended December 31, 2024 and other documents
subsequently filed by Gryphon with the Securities and Exchange Commission (the “SEC”), including, but not limited to, the
Registration Statement on Form S-4 filed with the SEC on June 6, 2025, as amended on July 29, 2025 (the “Registration Statement”),
which was declared effective by the SEC on July 31, 2025.
Additional Information and Where to Find
it
This information contained
in this Current Report relates to a proposed Transaction between American Bitcoin and Gryphon. In connection with the proposed Transaction,
Gryphon has filed with the SEC the Registration Statement to register the Class A common stock to be issued by Gryphon in connection with
the proposed Transaction. The Registration Statement includes a proxy statement of Gryphon and a prospectus of Gryphon (the “Proxy
Statement/Prospectus”). The Registration Statement was declared effective by the SEC on July 31, 2025. Gryphon filed the definitive
Proxy Statement/Prospectus with the SEC on July 31, 2025, and the Proxy Statement/Prospectus was first mailed to Gryphon stockholders
on or about August 1, 2025. Each of American Bitcoin and Gryphon may file with the SEC other relevant documents concerning the proposed
Transaction. These communications are not a substitute for the Registration Statement, the Proxy Statement/Prospectus or any other relevant
documents that American Bitcoin or Gryphon has filed or will file with the SEC. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS
AND STOCKHOLDERS OF GRYPHON ARE URGED TO CAREFULLY AND ENTIRELY READ THE REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS REGARDING
THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, IF AND WHEN THEY
BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT AMERICAN BITCOIN, GRYPHON, THE PROPOSED TRANSACTION, AND RELATED
MATTERS.
No Offer or Solicitation
The information in this Current
Report for informational purposes only and is not intended to and does not constitute an offer to sell or the solicitation of an offer
to buy or sell any securities or the solicitation of any proxy, vote or approval, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities
Act, or in a transaction exempt from the registration requirements of the Securities Act.
Item 9.01. Financial Statements and Exhibits.
Set forth below is a list
of Exhibits included as part of this Current Report.
| Exhibit No. |
|
Description |
| 99.1 |
|
American Bitcoin Corp. Management’s Discussion and Analysis of Financial Condition and Results of Operations for the three and six months ended June 30, 2025. |
| 99.2 |
|
Unaudited Combined Financial Statements of American Bitcoin Corp. as of and for the three and six months ended June 30, 2025 and 2024. |
| 99.3 |
|
Unaudited Pro Forma Condensed Combined Financial Information for the year ended December 31, 2024, and as of and for the six months ended June 30, 2025. |
| 104 |
|
Cover Page Interactive Data File (embedded within 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.
| |
GRYPHON DIGITAL MINING, INC. |
| Date: September 2, 2025 |
|
|
| |
By: |
/s/ Steve Gutterman |
| |
|
Name: |
Steve Gutterman |
| |
|
Title: |
Chief Executive Officer |
