Gryphon Digital Mining Inc美股招股说明书(2025-07-31版)

PROXYSTATEMENT OF GRYPHON DIGITAL MINING,INC. PROSPECTUSFOR 1,256,317,056SHARES OF CLASS A COMMON STOCK OnMay 9,2025,Gryphon Digital Mining,Inc.,a Delaware corporation(“Gryphon”);GDMMerger Sub I Inc.,a Delaware corporation and wholly owned direct subsidiary ofGryphon(“Merger Sub Inc.”);GDM Merger Sub II LLC,a Delaware limited liabilitycompanyand wholly owned direct subsidiary of Gryphon(“Merger Sub LLC”);andAmericanBitcoin Corp.,a Delaware corporation(“ABTC”),entered into an AgreementandPlan of Merger(the“Merger Agreement”),pursuant to which,subject to thesatisfaction or waiver of the conditions set forth in the Merger Agreement: •MergerSub Inc.will merge with and into ABTC,with ABTC surviving themerger(the“First Merger”)as a direct,wholly owned subsidiary ofGryphon(the corporation surviving the First Merger,the“First MergerSurvivingCorporation”); and•immediatelyafter the First Merger,the First Merger Surviving Corporationwillmerge with and into Merger Sub LLC,with Merger Sub LLC surviving themerger(the“Second Merger”and,taken together with the First Merger,the“Mergers”)as a direct,wholly owned subsidiary of Gryphon(thecompanysurviving the Second Merger,the“Surviving Company”).Gryphonfollowing the Mergers is referred to herein as the “Combined Company.” TheMerger Agreement provides that,prior to the effective time of the First Merger(the “First Effective Time”), the certificate of incorporation of Gryphon will beamendedand restated to,among other things,(i)reclassifythe issued andoutstandingshares of Gryphon’s common stock,par value$0.0001 per share(the“Gryphon Common Stock”),into fully paid and nonassessable shares of ClassA common stock of the Combined Company, par value $0.0001 per share (“ClassACommonStock”),and(ii)createtwo new series of common stock designated as ClassBcommonstock of the Combined Company,par value$0.0001 per share(the“ClassBCommonStock”) and Class C common stock of the Combined Company, par value $0.0001pershare(the“ClassCCommon Stock,”and together with the Class A CommonStockand the Class B Common Stock,the“Combined Company Common Stock”).Eachshareof Class A Common Stock will be entitled to one vote per share,each share ofClassBCommon Stock will be entitled to 10,000 votes per share and each share ofClassC Common Stock will be entitled to ten (10) votes per share. At the First Effective Time: •eachshare of ClassAcommon stock,par value$0.0001 per share,of ABTC(“ABTC ClassACommon Stock”) issued and outstanding immediately priorto the First Effective Time, other than shares of ABTC ClassA Common Stockheldimmediately prior to the First Effective Time by ABTC(as treasurystockor owned by any subsidiary of ABTC)and other than dissenting shares,willbe converted into the right to receive a number of shares of ClassACommonStock equal to the exchange ratio calculated in accordance with theMerger Agreement (the “ClassAMerger Consideration”); and•eachshare of ClassBcommon stock,par value$0.0001 per share,of ABTC(“ABTC ClassBCommon Stock,”and together with the ABTC ClassACommonStock,“ABTC Common Stock”)issued and outstanding immediatelyprior to the First Effective Time, other than shares of ABTC ClassB CommonStock Table of Contents heldimmediately prior to the First Effective Time by ABTC(as treasurystockor owned by any subsidiary of ABTC)and other than dissenting shares,willbe converted into the right to receive a number of shares of ClassBCommonStock equal to the exchange ratio calculated in accordance with theMergerAgreement(the“ClassBMerger Consideration,”and togetherwith the ClassA Merger Consideration, the “Merger Consideration”). As described in this proxy statement/prospectus, the exchange ratio used to calculatethe Merger Consideration (the “Exchange Ratio”) will be determined based upon thenumber of shares of Gryphon Common Stock and ABTC Common Stock issued and outstandingas of immediately prior to the closing of the Mergers (the “Closing”), in each caseona fully diluted basis.Based on an assumption of 98,751,412 fully diluted sharesofGryphon Common Stock and 61,502,954 fully diluted shares of ABTC Common Stock(consistingof 11,002,954 shares of ABTC Class A Common Stock and 50,500,000 sharesofABTC Class B Common Stock)outstanding immediately prior to the Closing,Gryphonestimatesthat the Exchange Ratio(which applies for both ABTC Class A Common StockandABTC ClassBCommon Stock)will be approximately 78.68,resulting in theissuanceof Merger Consideration consisting of approximately 865,670,695 shares ofClassA Common Stock and 3,973,148,493 shares of Class B Common Stock.However,theactualamount of the Exchange Ratio will be determined at the Closing and is subjecttochange based on the fully diluted number of shares of Gryphon Common Stock andABTCCommon Stock outstanding immediately prior to the Closing.Gryphon estimatesthatthe aggregate value of this estimated Merger Consideration is approximately$1.23billion,or$0.25 per share of Combined Company Common Stock,based on theequityvalu