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Business Combination
 9 Months Ended
Sep. 30, 2025
Business Combination [Abstract]  
Business Combination

Note 3. Business combination

 

As described in Note 1, on May 9, 2025, Gryphon, Merger Sub Inc., Merger Sub LLC, and Historical ABTC entered into the Merger Agreement. On September 3, 2025, in accordance with the terms of the Merger Agreement, among other things, (i) Merger Sub Inc. merged with and into Historical ABTC, with Historical ABTC surviving the First Merger as a wholly owned direct subsidiary of Gryphon and (ii) immediately after the First Merger, the First Merger Surviving Corporation merged with and into Merger Sub LLC, with Merger Sub LLC surviving the merger as a wholly owned direct subsidiary of Gryphon. Gryphon was renamed to American Bitcoin Corp. after the completion of the Business Combination.

Upon the Closing, existing shareholders of Gryphon collectively owned, on a fully diluted basis, approximately 2% of the Company, representing 16,893,390 of Class A common stock of the Company. Historical ABTC’s shareholders prior to the ABTC Merger held 11,002,954 shares of Class A common stock of Historical ABTC and 50,500,000 Class B common stock of Historical ABTC. At an exchange ratio of 14.4995, shareholders of Historical ABTC Class A common stock received 159,537,377 shares of the Company's Class A common stock and shareholders of Historical ABTC Class B common stock received 732,224,903 shares of the Company's Class B common stock. The Business Combination has been accounted for as a reverse acquisition under FASB ASC Topic 805, Business Combinations, with Historical ABTC identified as the accounting acquirer. Accordingly, the Unaudited Condensed Consolidated Financial Statements reflect the historical operations of the accounting acquirer, with the equity structure retroactively adjusted to reflect the legal acquirer’s equity.

 

The total consideration transferred was greater than the fair value of the net assets acquired, resulting in goodwill of $151.8 million.

 

The purchase price is calculated based on the number of shares of the Company’s common stock held by Gryphon shareholders at the Closing multiplied by the closing price of the Company on September 3, 2025, as demonstrated in the table below:

 

(in USD thousands, except share and per share data)

 

 

 

Class A common stock held by Gryphon shareholders

 

 

16,893,390

 

ABTC stock price on September 3, 2025

 

$

8.04

 

Purchase price (Class A common stock consideration transferred to Gryphon shareholders)

 

$

135,823

 

 

The Company incurred $5.2 million in transaction costs related to the transaction.

 

The following table summarizes the preliminary purchase price allocation of the transaction consideration to the valuations of the identifiable assets acquired and liabilities assumed as part of the business combination:

 

(in USD thousands)

 

 

 

Common stock

 

$

135,823

 

Cash and cash equivalents

 

$

894

 

Prepaid expenses

 

 

2,095

 

Digital assets

 

 

86

 

Property and equipment, net

 

 

2,450

 

Deposits

 

 

931

 

Total assets acquired

 

$

6,456

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

13,401

 

Warrant liability

 

 

9,011

 

Total liabilities acquired

 

$

22,412

 

 

 

 

 

Net liabilities assumed

 

$

(15,956

)

 

 

 

 

Goodwill

 

$

151,779

 

 

The following unaudited pro forma financial information presents the combined results of operations of the Company as if the Business Combination with Gryphon had occurred on January 1, 2024, the beginning of the earliest period presented. The pro forma results include adjustments to reflect the acquisition date fair value of assets acquired and liabilities assumed and transaction costs.

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

(in USD thousands)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Revenue

 

$

65,030

 

 

$

15,299

 

 

$

110,588

 

 

$

72,574

 

Net income (loss)

 

 

1,011

 

 

 

(7,097

)

 

 

(120,225

)

 

 

176,721

 

 

This supplemental pro forma information is not necessarily indicative of what the Company’s actual results of operations would have been had the acquisition occurred at the beginning of the periods presented, nor does it purport to project future operating results of the Company.