Gryphon Digital Mining (NASDAQ:GRYP) has announced a definitive merger agreement with American Bitcoin Corp. The stock-for-stock transaction will result in Gryphon acquiring American Bitcoin, with the combined company operating under the American Bitcoin brand and trading on Nasdaq as "ABTC".

American Bitcoin, launched by Hut 8 Corp. (HUT) in partnership with Eric Trump, aims to become the world's largest pure-play Bitcoin miner while building a strategic Bitcoin reserve. Post-merger, current Gryphon stockholders will own approximately 2% of the combined company, while American Bitcoin stockholders will hold 98%. The transaction is expected to close in Q3 2025, subject to stockholder approval and other conditions.

Gryphon Digital Mining shares soared 415% in premarket trading.

This merger between Gryphon Digital Mining and American Bitcoin represents a significant corporate restructuring that heavily favors American Bitcoin, despite Gryphon being the acquiring entity on paper. The transaction structure reveals this is effectively a reverse takeover - American Bitcoin shareholders will own approximately 98% of the combined company, while current Gryphon shareholders will retain just 2%.

The deal provides American Bitcoin with a faster path to public markets by merging with already-NASDAQ-listed Gryphon rather than pursuing a traditional IPO. For Gryphon shareholders, this represents a substantial dilution but offers equity in what's positioned as a more ambitious venture with backing from Hut 8, an established player in the cryptocurrency mining space.

The leadership transition is noteworthy - post-merger, the combined entity will abandon the Gryphon brand for the American Bitcoin name and will be entirely led by American Bitcoin's management and board. This suggests Gryphon's existing operations will be significantly transformed or potentially phased out in favor of American Bitcoin's strategy.

The involvement of Eric Trump as a partner in American Bitcoin adds a high-profile name but introduces potential political considerations that investors should monitor. The anticipated closing timeframe of Q3 2025 indicates regulatory review and shareholder approvals are expected to proceed without major obstacles.

For Gryphon shareholders, this represents a strategic pivot that dramatically reduces their ownership stake while giving them exposure to a more ambitious Bitcoin mining and accumulation venture with deeper resources and connections.