Gryphon Digital SEC Filings

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.

Gryphon Digital Mining, Inc. (GRYP) has filed a Form 144 disclosing a proposed sale of 149,086 common shares, equal to roughly 0.21% of the 72.56 million shares outstanding. The stock is valued at $153,106.57 based on prevailing market prices and is expected to be sold on or about 31-Jul-2025 through broker Georgeson Securities Corp.

The shares were acquired only a day earlier, 30-Jul-2025, via the vesting of restricted stock awarded for “services rendered.” The filer reported no other share sales during the past three months, suggesting this is an isolated liquidity event rather than a sustained disposal program.

While Form 144 filings do not obligate the seller to complete the transaction, they alert the market to potential insider supply. Given the modest size of the sale relative to the float and the lack of recent additional insider selling, any market impact is expected to be limited and short-lived.