Hut 8 Corp.

09/03/2025 | Press release | Distributed by Public on 09/03/2025 07:18

Material Event (Form 8-K)

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.

Hut 8 Corp. published this content on September 03, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on September 03, 2025 at 13:19 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]