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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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
Hut
8 Corp.
(Exact name of registrant as specified in its charter)
| Delaware |
001-41864 |
92-2056803 |
(State or other Jurisdiction of
incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
| 1101 Brickell Avenue, Suite 1500, Miami, Florida |
33131 |
| (Address of Principal Executive Offices) |
(Zip Code) |
Registrant’s Telephone Number, Including
Area Code: (305) 224-6427
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) |
| |
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| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
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| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ¨ |
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(s) |
|
Name of each
exchange on which registered |
| Common Stock, par value $0.01 per share |
|
HUT |
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The Nasdaq Stock Market LLC |
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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. ¨
As
previously disclosed, on May 9, 2025, American Bitcoin Corp. (“Historical ABTC”), a Delaware corporation and majority-owned
subsidiary of Hut 8 Corp., a Delaware corporation (the “Company”), focused on industrial-scale Bitcoin mining and strategic
Bitcoin reserve development, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Gryphon Digital Mining, Inc.,
a Delaware corporation (“Gryphon”), GDM Merger Sub I Inc., a Delaware corporation, and GDM Merger Sub II LLC, a Delaware limited
liability company, providing for the acquisition of Historical ABTC by Gryphon.
On September 3, 2025, the closing (the “Closing”)
of the transactions contemplated by the Merger Agreement was completed. At the Closing, (i) the issued and outstanding capital stock
of Historical ABTC (other than certain excluded shares) was canceled and converted into the right to receive newly issued stock representing,
in the aggregate, approximately 98% of the issued and outstanding stock of Gryphon as of immediately following the Closing, on a fully diluted basis, and (ii) Gryphon
was renamed “American Bitcoin Corp.” Gryphon following the Closing is referred to in this Current Report on Form 8-K
as the “Combined Entity.”
As of immediately following the Closing, the Company
indirectly holds a majority of the issued and outstanding capital stock of the Combined Entity, including approximately 80% of the total
voting power of the issued and outstanding capital stock of the Combined Entity.
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.
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HUT 8 CORP. |
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| Date: September 3, 2025 |
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By: |
/s/ Victor Semah |
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Name: |
Victor Semah |
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Title: |
Chief Legal Officer & Corporate Secretary |
