The Trump family’s American Bitcoin Corp. and Gryphon Digital Mining have filed an amended S-4 registration statement with the U.S. Securities and Exchange Commission, moving forward on the public listing for the combined entity.
The filing advances a previously announced stock-for-stock merger that will result in the formation of a new publicly traded company, American Bitcoin, expected to trade on Nasdaq under the ticker symbol “ABTC”.
The transaction, targeted to close as early as the third quarter of 2025, will see Gryphon merge with a subsidiary of American Bitcoin, making American Bitcoin the new public parent company. Per the merger agreement, existing American Bitcoin shareholders will own approximately 98% of the new entity, with Gryphon shareholders holding the remaining 2%.
American Bitcoin Corp
American Bitcoin Corp. was launched in March as a majority-owned subsidiary of the energy and infrastructure company Hut 8. Initial statements indicated Hut 8 would hold an 80% ownership stake.
The remaining 20% interest is held by the founding partners, which includes Eric Trump and Donald Trump Jr. However, the exact breakdown of this minority stake among the different partners has not been made public.
The combined company’s leadership will be drawn from American Bitcoin. Matt Prusak, who started his entrepreneurial career selling COVID tests, will serve as CEO, and Eric Trump will serve as Chief Strategy Officer.
In a statement, Matt Prusak, CEO of American Bitcoin, framed the transaction as a move to create a significant, publicly traded Bitcoin accumulation platform. Prusak stated,
“The space has been fragmented. It’s over a dozen public miners. But what’s interesting about that kind of fragmentation is that it creates opportunity for category leader. Somebody really be that pure play. Give Bitcoin exposure, give hash rate exposure.”
He emphasized the company’s asset-light model, which leverages a strategic partnership with Hut 8 Corp. for operations and infrastructure, as a key component of its strategy to accumulate Bitcoin efficiently.
Merger and public listing
For Gryphon, the merger offers a path to increased scale and market presence. Rob Chang, Gryphon’s former CEO, noted the benefits for his company’s shareholders. Current CEO, Asher Genoot, commented,
“Taking American Bitcoin public is a critical step toward scaling the business at the pace and magnitude we envision.”
Gryphon brings its existing digital asset mining operations to the new entity, including a self-mining hashrate of 899 petahash per second as of the second quarter 2024. The company has focused on utilizing renewable and low-cost energy sources, including a recent acquisition of a natural gas asset in Canada to power its operations.
This merger occurs within a broader context of consolidation in the U.S. Bitcoin mining sector. After last year’s halving event, which reduced mining rewards, many operators face increased economic pressure.
This environment has spurred a wave of mergers and acquisitions as companies seek to achieve greater scale, operational efficiency, and access to capital to remain competitive. The formation of American Bitcoin directly reflects this industry trend and the Trump family’s focus on crypto ventures, combining Gryphon’s operational assets with American Bitcoin’s strategic vision and access to capital markets.
The amended S-4 filing provides detailed information about the proposed merger and is a procedural step toward the deal’s finalization. The completion of the transaction remains subject to the registration statement becoming effective with the SEC and approval from the shareholders of both companies.
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