Trump American Bitcoin Inc. and Griffon Digital Mining have filed an amended S-4 registration statement with the Securities and Exchange Commission, moving forward with the public list of combined entities.
The filing will advance the previously announced inventory merger, which will create a new public company, American Bitcoin, which is expected to trade with NASDAQ under the ticker symbol “ABTC.”
The deal, which aims to close in the third quarter of 2025, will merge with a subsidiary of American Bitcoin, with American Bitcoin becoming the new public parent company. In accordance with the merger agreement, existing US Bitcoin shareholders own approximately 98% of the new entities, while Griffon shareholders own the remaining 2%.
American Bitcoin Corp
American Bitcoin Corp. was launched in March as a majority owned subsidiary of energy and infrastructure company HUT 8. An initial statement indicates that Hut 8 retains 80% ownership.
The remaining 20% interest is held by founding partners, including Eric Trump and Donald Trump Jr. However, the exact breakdown of this minority shares between different partners has not been published.
The combined company leadership is withdrawn from Bitcoin in America. Matt Prusac, who started the career of an entrepreneur selling Covid tests, serves as CEO, with Eric Trump serving As Chief Strategy Officer.
In a statement, American Bitcoin CEO Matt Prusak framed the deal as a move to create a critical, publicly available Bitcoin accumulation platform. Prusac said,
“The space is fragmented. It’s more than a dozen public miners. But the interesting thing about that kind of fragmentation is that it creates opportunities for category leaders. Someone really is that pure play. Gives Bitcoin exposure and hashrate exposure.”
He highlighted the company’s asset light gaze model, which leverages its strategic partnership with HUT 8 Corp. for operations and infrastructure as a key component of its strategy to accumulate Bitcoin efficiently.
Mergers and Public Lists
For Griffon, mergers offer a pathway to increasing scale and market presence. Rob Chan, former CEO of Griffon, looked at the benefits of shareholders of his company. Current CEO Asher Genoot commented
“To bring US Bitcoin public is a critical step to expanding our business at the pace and size we envision.”
Gryphon brings existing digital asset mining operations to new entities, including a self-mining hash rate of 899 Petahash per second as of the second quarter of 2024. The company focuses on utilizing renewable and low-cost energy sources, including Canada’s recent acquisition of natural gas assets.
The merger occurs within the broader context of integration in the US Bitcoin mining sector. After half of the event last year, which reduced mining compensation, many operators face increased economic pressure.
This environment is spurring the wave of mergers and acquisitions as companies seek to remain competitive by achieving greater scale, operational efficiency and access to capital. The formation of American Bitcoin directly reflects the industry’s trends and Trump’s focus on crypto ventures that combine Griffon’s assets under management with American Bitcoin’s strategic vision and access to capital markets.
The revised S-4 filing provides detailed information about the proposed merger and is a procedural step towards finalizing the transaction. The completion of the transaction is subject to approval from the shareholders of both companies, with the registration statement being effective in the SEC.