Gryphon Digital Mining has announced a definitive agreement to merge with American Bitcoin Corp. through a stock-for-stock transaction, creating a new public company that will operate under the American Bitcoin name. According to the announcement, the transaction is expected to close by the third quarter of 2025, assuming the required approvals and closing conditions are met.
Under the proposed ownership structure, existing Gryphon shareholders are expected to hold approximately 2% of the combined company, while the remaining 98% will be owned by American Bitcoin stakeholders. That ownership split makes clear that, while Gryphon is the public vehicle involved in the merger, American Bitcoin will be the dominant force in terms of control, branding, and strategic direction after the deal closes.
Key terms of the merger transaction
The companies said the merger will be completed as an all-stock deal. In practical terms, that means shares rather than cash will be used to execute the combination, allowing the parties to align long-term incentives and preserve capital. Following the closing, the newly combined company is expected to trade on the Nasdaq under the ticker symbol “ABTC”, a detail that reinforces the branding ambition behind the transaction.
The merger is not final yet. It remains contingent on a number of approvals and conditions, including consent from Gryphon stockholders. The companies currently expect the approval and closing process to conclude by Q3 2025. As with other public-market transactions, timing could still depend on shareholder votes, corporate approvals, and the completion of regulatory and administrative steps.
The strategy behind the combined company
The post-merger company says it wants to become the most efficient Bitcoin mining firm in the world. That ambition rests on two major pillars. The first is low-cost energy infrastructure. In Bitcoin mining, access to cheap and reliable power is one of the most important drivers of profitability, often more important than simply expanding machine count. A miner with better energy economics can remain competitive through market cycles and operate more sustainably at scale.
The second pillar is a strategic reserve strategy. Instead of functioning solely as a miner that sells newly mined BTC for operating cash flow, the company also appears committed to accumulating Bitcoin on its balance sheet over time. That approach combines industrial-scale mining with a treasury-style Bitcoin accumulation model. It gives the business exposure not only to mining revenue but also to the long-term value of retained BTC reserves.
The announcement also notes that the combined company will continue to benefit from Gryphon’s mining innovation while adding American Bitcoin’s capital base and strategic reserve ambitions. In other words, the merger is being positioned as more than a simple increase in scale. It is being framed as a way to integrate operational mining expertise, market access, capital formation, and balance-sheet strategy into a single North American platform.
Why American Bitcoin matters in this deal
American Bitcoin was launched earlier this year by Hut 8 Corp. (NASDAQ: HUT) in partnership with Eric Trump. From the beginning, the company has been presented as a key piece of American Bitcoin infrastructure development. Its strategic focus has centered on large-scale Bitcoin mining and building up Bitcoin reserves at scale, suggesting a model that combines production capacity with asset accumulation.
Asher Genoot, a board member of American Bitcoin and CEO of Hut 8, described taking American Bitcoin public as a critical step toward scaling the business at the pace and magnitude the company envisions. He also emphasized that speed to market was a crucial factor. In his view, combining with an entity that is structurally aligned with American Bitcoin’s mining-focused launch strategy offers an efficient route to public markets.
That comment is especially important because it reveals the logic behind the deal. Rather than relying on a slower traditional path to public listing, American Bitcoin is using a merger structure to accelerate market access. For capital-intensive businesses such as Bitcoin miners, faster access to public equity markets can support expansion into equipment procurement, power contracts, site development, and treasury growth. In that sense, the transaction is as much about financing architecture as it is about corporate combination.
Management commentary and the broader mining landscape
Steve Gutterman, CEO of Gryphon, said the Gryphon team is pleased to give its stockholders the opportunity to participate in what it believes will be the next era of public Bitcoin mining through the combination. He praised American Bitcoin’s leadership team and said the company brings a clear strategy for building a premier institution in a rapidly evolving industry.
Gutterman added that Gryphon is excited to be part of the American Bitcoin story and to join Asher and the broader team in what he believes could help define the future of public Bitcoin investment. His remarks suggest that Gryphon sees the merger as more than a financial event. It is also a repositioning effort, allowing the company and its shareholders to become part of a larger and potentially more visible mining and Bitcoin-capital narrative.
If completed as planned, the new company will combine Gryphon’s operational and mining-focused capabilities with American Bitcoin’s capital access and reserve-building ambitions. That could make the merged entity a notable competitor in the North American Bitcoin mining industry, especially at a time when scale alone is no longer enough. The strongest mining companies increasingly differentiate themselves through power economics, capital efficiency, public market access, and their ability to manage Bitcoin as a strategic treasury asset.
Viewed more broadly, this merger highlights several trends reshaping the mining sector. First, competition is shifting away from a narrow race for hash rate and toward a more complex model built on cheap energy, financial structure, and treasury strategy. Second, public listings remain a powerful tool for miners seeking to expand rapidly. Third, the future ABTC vehicle appears designed to give American Bitcoin a stronger platform from which to influence both the infrastructure side of Bitcoin mining and the balance-sheet side of long-term BTC accumulation.