Gryphon Digital SEC Filings

American Bitcoin Corp. reported strong revenue growth but a sizeable accounting-driven loss for 2025. Revenue rose to $185.2 million, up from $71.5 million in 2024, as the company expanded its Bitcoin mining platform and combined self-mining with at-the-market purchases.

The company ended 2025 holding 5,401 Bitcoin, up from zero at the beginning of Q2, and has since grown this reserve to more than 6,000 Bitcoin. It mined 1,654 Bitcoin from Q2 through year-end, including 783 Bitcoin in Q4. Gross margin was about 50% for the year and 53% in Q4, meaning Bitcoin was accumulated at a 53% discount to spot prices in that quarter.

Despite operating progress, American Bitcoin posted a 2025 net loss of $153.2 million, compared with net income of $428.9 million in 2024, mainly because of a $227.1 million non-cash fair value loss on Bitcoin under new accounting rules. Adjusted EBITDA was a loss of $157.3 million for 2025. In Q4, revenue reached $78.3 million versus $64.2 million in Q3, while general and administrative expenses fell from 13% to 9% of revenue and the company raised $150.5 million of gross proceeds through its at-the-market equity program.

Eric Trump filed a Schedule 13D reporting acquisition of 68,147,664 shares of the Issuer's Class B Common Stock acquired at closing of a merger on September 3, 2025. These Class B shares are convertible into Class A shares and, as described in the filing, each Class B share carries 10,000 votes while each Class A share carries one vote. The percentage of Class A stock beneficially owned is reported as 7.5%, calculated using 176,363,237 outstanding Class A shares disclosed by the Issuer. The shares were issued in connection with a merger agreement that changed the Issuer's name to American Bitcoin Corp. The filing states the shares are held for general investment purposes and notes an Investors' Rights Agreement that, among other rights, provides the Reporting Person the right to serve as a director while he beneficially owns shares.

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.

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.

American Bitcoin Corp. established an at-the-market equity offering program, allowing it to sell shares of its Class A common stock from time to time through a group of investment banks. Under a new Controlled Equity Offering Sales Agreement, the company may offer and sell Class A common stock with an aggregate offering price of up to $2,100,000,000 pursuant to an effective shelf registration statement on Form S-3. Sales can be made in transactions that qualify as at-the-market offerings or by other methods permitted by law, with the agents earning up to 3.0% of the gross proceeds on any shares they sell. The company and the agents may terminate the agreement in accordance with its terms, and a legal opinion covering the shares was provided by Skadden, Arps, Slate, Meagher & Flom LLP.

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. filed a Form 8-K to provide updated information about its previously announced stock-for-stock merger with American Bitcoin Corp. (ABTC). The filing adds ABTC’s Management’s Discussion and Analysis for the three and six months ended June 30, 2025, unaudited ABTC financial statements for those periods, and unaudited pro forma condensed combined financial information for the combined company for 2024 and the first half of 2025.

The merger is governed by an existing Agreement and Plan of Merger involving Gryphon and two wholly owned merger subsidiaries. Gryphon has already filed a Registration Statement on Form S-4, including a proxy statement and prospectus covering Class A common stock to be issued in the deal, which was declared effective on July 31, 2025, and mailed to stockholders on or about August 1, 2025. The filing also reiterates extensive forward-looking statement and risk disclosures around completing the transaction, integrating the businesses, achieving anticipated benefits, and securing and maintaining a Nasdaq listing for the combined company.

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.

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.