Hut 8 (NASDAQ: HUT) keeps 80% voting power after ABTC–Gryphon merger

Rhea-AI Filing Summary

Hut 8 Corp. reported that the previously announced merger involving its majority-owned subsidiary American Bitcoin Corp. and Gryphon Digital Mining, Inc. closed on September 3, 2025. The deal creates a combined industrial-scale Bitcoin mining company referred to as the Combined Entity.

At closing, the outstanding capital stock of the historical American Bitcoin Corp., other than certain excluded shares, was converted into newly issued shares representing about 98% of Gryphon’s stock on a fully diluted basis. Gryphon was then renamed “American Bitcoin Corp.”, and Hut 8 now indirectly holds a majority of the Combined Entity’s equity, including roughly 80% of its total voting power.

Insights

Equity & corporate-structure analyst

Hut 8 completes ABTC–Gryphon merger and keeps voting control.

The transaction closes the acquisition of historical American Bitcoin Corp. by Gryphon Digital Mining, with ABTC shareholders receiving approximately 98% of Gryphon’s fully diluted stock. Gryphon is simultaneously renamed American Bitcoin Corp., forming the new Combined Entity focused on Bitcoin mining.

For Hut 8 Corp., the key point is governance: it now indirectly holds a majority of the Combined Entity’s capital stock and about 80% of total voting power. This preserves Hut 8’s ability to influence strategic and operational decisions despite the share issuance to ABTC stakeholders.

The long-term impact depends on how the Combined Entity’s Bitcoin mining operations perform after the September 3, 2025 closing and how Hut 8 chooses to exercise its majority voting position, topics that may be detailed further in future corporate disclosures.

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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)
¨	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(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		HUT		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.

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.

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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.

	HUT 8 CORP.
Date: September 3, 2025
	By:	/s/ Victor Semah
		Name:	Victor Semah
		Title:	Chief Legal Officer & Corporate Secretary

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FAQ

What merger did Hut 8 Corp. (HUT) disclose involving American Bitcoin Corp. and Gryphon?

Hut 8 Corp. disclosed the closing of a merger in which its majority-owned subsidiary, historical American Bitcoin Corp., was acquired by Gryphon Digital Mining, Inc.. Gryphon was then renamed American Bitcoin Corp., creating a combined industrial-scale Bitcoin mining company called the Combined Entity.

How much of Gryphon’s stock did historical American Bitcoin Corp. shareholders receive in the Hut 8 transaction?

Historical American Bitcoin Corp. shareholders received newly issued stock representing about 98% of Gryphon’s issued and outstanding shares on a fully diluted basis immediately after closing, excluding certain specified shares. This allocation effectively shifted the majority of Gryphon’s equity to the former ABTC stakeholders.

What ownership and voting power does Hut 8 Corp. retain in the Combined Entity after the merger?

Hut 8 Corp. indirectly holds a majority stake in the Combined Entity formed by Gryphon and historical American Bitcoin Corp. The company reports that it controls approximately 80% of the total voting power of the Combined Entity’s issued and outstanding capital stock immediately following closing.

How is the combined company referred to after Gryphon’s acquisition of historical American Bitcoin Corp.?

After closing, Gryphon Digital Mining was renamed “American Bitcoin Corp.”. In the disclosure, this post-transaction company is called the Combined Entity, reflecting the integration of Gryphon with the historical American Bitcoin Corp. industrial-scale Bitcoin mining operations.

When did the merger between historical American Bitcoin Corp. and Gryphon, related to Hut 8 (HUT), close?

The merger transactions closed on September 3, 2025, as described in the report. That closing date marks the point when historical American Bitcoin Corp.’s stock was converted into Gryphon shares and when Gryphon adopted the new name American Bitcoin Corp..

Does Hut 8 Corp. still control the Bitcoin mining business after the Gryphon merger?

Yes, Hut 8 Corp. reports continued control by indirectly holding a majority of the Combined Entity’s issued and outstanding capital stock. The company also states it possesses around 80% of the total voting power, supporting ongoing influence over strategic decisions in the merged Bitcoin mining business.