American Bitcoin (ABTC) Registration filing summary

Company overview and business model

• Operates as a Bitcoin mining company using ASIC miners, focusing on mining and strategic accumulation of Bitcoin.

• Recently entered into a merger agreement to acquire American Bitcoin Corp. in a stock-for-stock transaction, expected to close in Q3 2025.

• Post-merger, the combined company will operate under the American Bitcoin name and brand, with American Bitcoin equity holders owning approximately 98% of the combined entity.

• Revenue is generated from mining Bitcoin and is variable based on Bitcoin price, network difficulty, transaction volume, and global hashrate.

Financial performance and metrics

• American Bitcoin reported $71.5M in revenue for 2024, with $428.9M net income from continuing operations and $369.6M total comprehensive income.

• As of March 31, 2025, American Bitcoin had $1.1B in total assets and $91.3M in total liabilities.

• Digital assets (Bitcoin) held in custody and as collateral totaled $949.5M at year-end 2024.

• The company recognized significant gains from digital assets due to fair value accounting, and also reported $49.7M in impairment of long-lived assets in 2024.

• Pro forma combined financials reflect American Bitcoin as the accounting acquirer, with Gryphon equity holders owning 2% of the combined company.

Use of proceeds and capital allocation

• Net proceeds from securities sales are expected to be used to acquire additional Bitcoin, purchase ASIC mining machines, and for general corporate purposes.