UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT ~~Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934~~

~~Date~~Pursuant ofto ~~report~~Section 13 ~~(Date~~or ~~of earliest event reported~~15(d)~~: September 2, 2025~~

~~Gryphon~~of the ~~Digital~~Securities ~~Mining,~~Exchange ~~Inc.~~Act of 1934

Date of report (Date of earliest event reported): September 3, 2025

American Bitcoin Corp.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-39096		83-2242651
(Commission File Number)		(IRS Employer Identification No.)
1180 N. Town Center Drive, Suite 100
1101 Brickell Avenue, Suite 1500
Las Vegas, NV		89144
Miami, FL		33131
(Address of Principal Executive Offices)		(Zip Code)

(~~702~~305) ~~945-2700~~ 224 6427

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, par value $0.0001 per share	GRYP	The Nasdaq Stock Market LLC
Class A Common Stock, par value $0.0001 per share	ABTC	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 81.01. ~~Other~~Entry ~~Events~~into a Material Definitive Agreement.

~~ABTC~~“At-the-Market” ~~Merger~~Equity Offering Program

AsAmerican ~~previously disclosed~~Bitcoin Corp., ~~on May~~a 9,Delaware ~~2025~~corporation (the “Company”), ~~Gryphon~~has ~~Digital~~entered ~~Mining,~~into ~~Inc.~~a Controlled Equity OfferingSM Sales Agreement, adated ~~Delaware~~as ~~corporation~~of September 3, 2025 (the “~~Gryphon~~Sales Agreement”), ~~GDM~~with ~~Merger~~each ~~Sub~~of ICantor ~~Inc~~Fitzgerald & Co., aMizuho ~~Delaware corporation~~Securities ~~and~~USA ~~wholly~~LLC, ~~owned~~The ~~direct~~Benchmark ~~subsidiary~~Company, ofLLC, ~~Gryphon~~BTIG, ~~GDM~~LLC, ~~Merger~~Canaccord ~~Sub~~Genuity IILLC, Clear Street LLC, aCraig-Hallum ~~Delaware~~Capital ~~limited~~Group ~~liability~~LLC, ~~company~~H.C. ~~and~~Wainwright & ~~wholly~~Co., ~~owned~~LLC, ~~direct~~JonesTrading ~~subsidiary of~~Institutional ~~Gryphon~~Services LLC, ~~and~~Keefe, ~~American~~Bruyette ~~Bitcoin~~& ~~Corp~~Woods, Inc., aNeedham ~~Delaware~~& ~~corporation~~Company, LLC, Northland Securities, Inc., Piper Sandler & Co., Roth Capital Partners, LLC and Virtu Americas LLC (together, the “~~ABTC~~Agents”), ~~entered~~pursuant ~~into~~to anwhich the ~~Agreement~~Company may, from time to time at its option to or through any of the Agents, acting as agent and/or ~~Plan~~principal, offer and sell an indeterminate number of ~~Merger~~shares of its Class A common stock, par value $0.0001 per share (the “~~Merger~~Class ~~Agreement~~A Common Stock”).

~~This~~On ~~Current~~September ~~Report~~3, on2025, ~~Form 8-K~~the ~~(this~~Company ~~“Current Report”) is being~~ filed toa ~~provide updated information about ABTC. ABTC’s Management’s Discussion~~prospectus ~~and~~supplement ~~Analysis~~(the of“Prospectus ~~Financial~~Supplement”) ~~Condition~~with ~~and Results of Operations for~~ the ~~three~~Securities and ~~six~~Exchange ~~months~~Commission ~~ended~~(the ~~June~~“SEC”) ~~30,~~relating ~~2025 is attached~~ to ~~this Current~~the ~~Report~~Company’s aseffective ~~Exhibit~~shelf ~~99.1~~registration ~~and~~statement ison ~~incorporated~~Form ~~herein~~S-3 by(File ~~reference~~No. ~~The~~333-289278), ~~unaudited~~filed ~~financial~~with ~~statements of ABTC as of and for~~ the ~~three~~SEC ~~and six~~on ~~months~~August ~~ended June 30~~6, 2025, ~~are attached to this Current Report as Exhibit 99.2~~ and ~~are~~which was ~~incorporated~~declared ~~herein~~effective by ~~reference.~~the ~~The~~SEC ~~unaudited pro~~on ~~forma~~September ~~condensed combined balance sheet as of June 30~~3, 2025, (the ~~unaudited~~“Registration ~~pro~~Statement”), ~~forma~~under ~~condensed~~which ~~combined~~the ~~statement~~Company ofmay ~~operations for~~offer ~~the~~and ~~six~~sell ~~months~~Class ~~ended~~A ~~June~~Common ~~30,~~Stock ~~2025~~having ~~and~~an ~~the~~aggregate ~~unaudited~~offering ~~pro~~price ~~forma condensed combined statement~~ of ~~operations~~up ~~for~~to ~~the year ended December 31~~$2,100,000,000 ~~2024~~(the ~~are~~“Shares”) ~~attached~~ to ~~this~~or ~~Current~~through ~~Report~~the Agents aspursuant ~~Exhibit~~to ~~99.3~~the ~~and~~Sales ~~are incorporated herein by reference~~Agreement.

~~Cautionary~~Sales ~~Note~~of ~~Regarding~~the ~~Forward-Looking~~Shares ~~Statements~~under the Sales Agreement may be made by any method that is deemed to be an “at the market” offering as defined in Rule 415(a)(4) under the Securities Act of 1933, or by any other method permitted by law. Each Agent will make all sales using commercially reasonable efforts consistent with its normal trading and sales practices. The compensation payable to the Agents for sales of Shares pursuant to the Sales Agreement will be up to 3.0% of the gross proceeds for any Shares sold to or through them. The Sales Agreement may be terminated by the Company or the Agents in accordance with the terms therein.

~~This~~The ~~Current~~description ~~Report includes “forward-looking statements” within the meaning~~ of the ~~Private~~Sales ~~Securities~~Agreement ~~Litigation~~does ~~Reform Act of 1995, Section 27A of the~~not ~~Securities~~purport ~~Act~~to ofbe ~~1933,~~complete ~~as amended (the “Securities Act”),~~ and ~~Rule~~is ~~175~~qualified ~~promulgated~~in ~~thereunder,~~its ~~and~~entirety ~~Section~~by ~~21E~~reference ofto the ~~Securities Exchange~~Sales ~~Act of 1934~~Agreement, ~~as amended, and Rule 3b-6 promulgated thereunder,~~ which ~~statements~~is ~~involve~~filed ~~inherent~~as ~~risks~~Exhibit ~~and uncertainties~~1.1 ~~Examples of forward-looking statements, include, but are not limited~~ to, ~~statements~~this ~~relating to the structure, timing, and completion of the previously~~Current ~~announced~~Report ~~stock-for-stock merger transaction between American Bitcoin and Gryphon (the “Transaction”), the combined company’s listing and trading~~ on ~~Nasdaq~~Form ~~after~~8-K ~~the closing of the proposed Transaction, the expected management~~ and ~~composition~~incorporated ofherein ~~the~~by ~~board of directors of the combined company following the closing of the proposed Transaction, and the vision, goals, and trajectory of Gryphon, American Bitcoin and the combined company~~reference.

~~Forward-looking~~This statements are not statements of historical fact, but instead represent management’s expectations, estimates, and projections regarding future events based on certain material factors and assumptions at the time the statement was made. While considered reasonable by American Bitcoin and Gryphon as of the date of this Current Report, ~~such~~on ~~statements~~Form are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance, or achievements to be materially different from those expressed or implied by such forward8-~~looking~~K ~~statements,~~shall ~~including, but~~ not ~~limited to: the occurrence of any event, change, or other~~constitute ~~circumstances~~an ~~that~~offer ~~could give rise~~ to ~~the~~sell ~~right of one~~ or ~~both of~~ the ~~parties~~solicitation toof ~~terminate~~an ~~the~~offer ~~Merger Agreement; the possibility that the proposed Transaction does not close when expected or at all because the conditions~~ to ~~closing~~buy ~~are not satisfied on a timely basis or at all; risks related to American Bitcoin’s initial listing on Nasdaq following closing of the proposed Transaction; the outcome of~~ any ~~legal~~securities ~~proceedings~~nor ~~that~~will ~~may~~there be ~~instituted~~any ~~against~~sale ~~American Bitcoin, Gryphon, or the combined company; the possibility that the anticipated benefits~~ of ~~the~~these ~~proposed~~securities ~~Transaction~~in ~~are~~any ~~not~~state ~~realized when expected~~ or ~~at all; the possibility that the vision, goals, and trajectory~~ ofother ~~the~~jurisdiction ~~combined~~in ~~company~~which ~~are~~such ~~not timely achieved or realized or achieved or realized at all; the possibility that the integration of the two companies may be more difficult~~offer, ~~time-consuming~~solicitation or ~~costly~~sale ~~than~~would ~~expected; the possibility that the proposed Transaction may~~ be ~~more expensive~~unlawful orprior ~~take longer~~ to ~~complete~~registration ~~than anticipated, including as a result of unexpected factors~~ or ~~events;~~qualification under the ~~diversion of Gryphon~~securities ~~and~~laws American Bitcoin’s management’s attention from ongoing business operations and opportunities; changes in Gryphon’s stock price before closing; and other factors that may affect the future business, results, financial position and prospects of ~~American Bitcoin,~~any ~~Gryphon,~~such state or the combined company. Additional factors that could cause results to differ materially from those described above can be found in Gryphon’s most recent annual report on Form 10-K for the fiscal year ended December 31, 2024 and other documents subsequently filed by Gryphon with the Securities and Exchange Commission (the “SEC”), including, but not limited to, the Registration Statement on Form S-4 filed with the SEC on June 6, 2025, as amended on July 29, 2025 (the “Registration Statement”), which was declared effective by the SEC on July 31, 2025jurisdiction.

The legal opinion of Skadden, Arps, Slate, Meagher & Flom LLP relating to the Shares is being filed as Exhibit 5.1 to this Current Report on Form 8-K and incorporated herein by reference.

Additional Information and Where to Find it

This information contained in this Current Report relates to a proposed Transaction between American Bitcoin and Gryphon. In connection with the proposed Transaction, Gryphon has filed with the SEC the Registration Statement to register the Class A common stock to be issued by Gryphon in connection with the proposed Transaction. The Registration Statement includes a proxy statement of Gryphon and a prospectus of Gryphon (the “Proxy Statement/Prospectus”). The Registration Statement was declared effective by the SEC on July 31, 2025. Gryphon filed the definitive Proxy Statement/Prospectus with the SEC on July 31, 2025, and the Proxy Statement/Prospectus was first mailed to Gryphon stockholders on or about August 1, 2025. Each of American Bitcoin and Gryphon may file with the SEC other relevant documents concerning the proposed Transaction. These communications are not a substitute for the Registration Statement, the Proxy Statement/Prospectus or any other relevant documents that American Bitcoin or Gryphon has filed or will file with the SEC. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND STOCKHOLDERS OF GRYPHON ARE URGED TO CAREFULLY AND ENTIRELY READ THE REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT AMERICAN BITCOIN, GRYPHON, THE PROPOSED TRANSACTION, AND RELATED MATTERS.

No Offer or Solicitation

The information in this Current Report for informational purposes only and is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy or sell any securities or the solicitation of any proxy, vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or in a transaction exempt from the registration requirements of the Securities Act.

Item 9.01. Financial Statements and Exhibits.

Set forth below is a list of Exhibits included as part of this Current Report.

Exhibit No.		Description
1.1		Controlled Equity Offering^SM Sales Agreement, dated September 3, 2025, among the Company and Cantor Fitzgerald & Co., Mizuho Securities USA LLC, The Benchmark Company, LLC, BTIG, LLC, Canaccord Genuity LLC, Clear Street LLC, Craig-Hallum Capital Group LLC, H.C. Wainwright & Co., LLC, JonesTrading Institutional Services LLC, Keefe, Bruyette & Woods, Inc., Needham & Company, LLC, Northland Securities, Inc., Piper Sandler & Co., Roth Capital Partners, LLC, and Virtu Americas LLC.
5.1		Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding the legality of the Shares.
23.1		Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Exhibit No.		Description
99.1		American Bitcoin Corp. Management’s Discussion and Analysis of Financial Condition and Results of Operations for the three and six months ended June 30, 2025.
99.2		Unaudited Combined Financial Statements of American Bitcoin Corp. as of and for the three and six months ended June 30, 2025 and 2024.
99.3		Unaudited Pro Forma Condensed Combined Financial Information for the year ended December 31, 2024, and as of and for the six months ended June 30, 2025.
104		Cover Page Interactive Data File (embedded within Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GRYPHON DIGITAL MINING, INC.
	AMERICAN BITCOIN CORP.
Date: September 2, 2025
Date: September 3, 2025
	By:	/s/ ~~Steve~~Matt ~~Gutterman~~Prusak
		Name:	~~Steve~~Matt ~~Gutterman~~Prusak
		Title:	President and Interim Chief ~~Executive~~Financial Officer

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