Gryphon Digital Mining (NASDAQ:GRYP) and American Bitcoin Corp have agreed to join forces in a stock-for-stock transaction that will ultimately form a new integrated Bitcoin miner using the American Bitcoin brand.
Announced on Monday, the deal will constitute a reverse takeover (RTO), wherein a private company effectively consumes a public company and gets a listing that way. It will ultimately end up on the NASDAQ as American Bitcoin, using the ticker ABTC.
Hut 8 Corp. (NASDAQ: HUT) (TSE: HUT) launched American Bitcoin in partnership with Eric Trump to become the world’s largest pure-play Bitcoin miner. The new venture also plans to build a strategic Bitcoin reserve. Furthermore, the company aims to reshape the Bitcoin mining landscape by consolidating resources and political connections.
Following the merger, American Bitcoin stockholders will control 98 per cent of the combined company. Current Gryphon stockholders will retain just 2 per cent. Additionally, the companies expect to close the transaction in the third quarter of 2025. The deal remains subject to stockholder approval and other customary conditions.
In addition, the deal gives American Bitcoin a faster route to public markets. By merging with NASDAQ-listed Gryphon, it avoids the delays of a traditional IPO. Gryphon shareholders, while facing significant dilution, gain equity in a more ambitious venture. Further, Hut 8’s involvement adds credibility, as it brings established expertise in cryptocurrency mining.
Eric Trump’s partnership with American Bitcoin adds a high-profile name and brings potential political considerations that investors should monitor. The companies expect to close the transaction in the third quarter of 2025, suggesting regulatory and shareholder approvals will likely proceed smoothly.
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Gryphon shareholders gain exposure to ambitious Bitcoin mining venture
“This transaction marks the next step in scaling American Bitcoin as a purpose-built vehicle for low-cost bitcoin accumulation at scale,” said Asher Genoot, chief executive officer of Hut 8.
“By taking American Bitcoin public, we expect to unlock direct access to dedicated growth capital independent of Hut 8’s balance sheet, while preserving long-term exposure to Bitcoin upside for our shareholders.”
Additionally, Gryphon shareholders face a major strategic shift that significantly reduces their ownership stake. Consequently, they gain exposure to a more ambitious Bitcoin mining and accumulation venture. The new entity also offers deeper resources and stronger political and industry connections.
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