8-K
filed February 13, 2024, 6:59 PM ET
ticker ABTC
CIK 0001755953
M&A
confidence high
sentiment neutral
materiality 0.95
American Bitcoin Corp. (ABTC): M&A transaction — Gryphon Digital Mining completes reverse merger with Akerna; 92.5% control to former Ivy holders
American Bitcoin Corp.
- Merger closed Feb 9: each Ivy share converted into ~1.7274 shares of common; total outstanding shares ~38.7M.
- Sale of MJ Freeway closed for ~$1.2M plus conversion of $1.65M MJA note into common stock.
- Name changed to Gryphon Digital Mining, Inc.; 1-for-20 reverse split effective Feb 8; warrants delisted.
- New board: Robby Chang (CEO), Brittany Kaiser, Heather Cox, Steve Gutterman, Jessica Billingsley; Simeon Salzman CFO.
- Legacy notes/shares exchanged: 3,244 Series C shares for 756,746 common; Akerna notes for 824,977 common; accrued compensation settled with shares.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Simeon Salzman was appointed as Chief Financial Officer and Corporate Secretary at American Bitcoin Corp..
- Action
- appointed
- Role
- Chief Financial Officer and Corporate Secretary
Exact text from the filing
As of the Effective Date, the following individuals became the executive officers of the Company: Robby Chang, Chief Executive Officer, and Simeon Salzman, Chief Financial Officer and Corporate Secretary.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Robby Chang was appointed as Chief Executive Officer at American Bitcoin Corp..
- Action
- appointed
- Role
- Chief Executive Officer
Exact text from the filing
As of the Effective Date, the following individuals became the executive officers of the Company: Robby Chang, Chief Executive Officer, and Simeon Salzman, Chief Financial Officer and Corporate Secretary.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.95
American Bitcoin Corp.: Reverse stock split of Common Stock at a ratio of 1-for-20 became effective on February 8, 2024 via a Certificate of Amendment (effective 2024-02-08).
- Change
- charter amendment
- Effective
- 2024-02-08
Exact text from the filing
On February 8, 2024, the Company filed a Certificate of Amendment to its Amended and Restated Articles of Incorporation (the “Reverse Stock Split Amendment”). The Reverse Stock Split Amendment effected a reverse stock split of the Common Stock, at a ratio of one new share for every twenty shares of outstanding Common Stock (the “Reverse Stock Split”).
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.95
American Bitcoin Corp.: Company changed its name from 'Akerna Corp.' to 'Gryphon Digital Mining, Inc.' via a Certificate of Amendment filed on February 8, 2024 (effective 2024-02-08).
- Change
- charter amendment
- Effective
- 2024-02-08
Exact text from the filing
On February 8, 2024, the Company filed a Certificate of Amendment to its Amended and Restated Articles of Incorporation (the “Name Change Amendment”). The Name Change Amendment changed the name of the Company from “Akerna Corp.” to “Gryphon Digital Mining, Inc.”
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.95
American Bitcoin Corp. completed a disposition involving MJ Acquisition Corp. ("MJA") for approximately $1.2 million and conversion of a loan to Akerna from MJA in the amount of $1,650,000 (closed 2024-02-09).
- Action
- disposition
- Counterparty
- MJ Acquisition Corp. ("MJA")
- Consideration
- approximately $1.2 million and conversion of a loan to Akerna from MJA in the amount of $1,650,000
- Closing
- 2024-02-09
Exact text from the filing
Upon the terms and subject to the satisfaction of the conditions described in the SPA, including approval of the transaction by Akerna’s stockholders, Akerna sold to MJA all of the membership interests in MJ Freeway, LLC for an aggregate purchase price of approximately $1.2 million and conversion of a loan to Akerna from MJA in the amount of $1,650,000 (funded $1,000,000 on April 28, 2023, $500,000 on October 11, 2023 and $150,000 on November 15, 2023) evidence by a Second Amended and Restated Promissory Note dated November 15, 2023 (the “MJA Note”), which principal amount of MJA Note converted into shares of Common Stock of Akerna at closing of the Sale Transaction, with such MJA Note deemed paid in full at closing of the Sale Transaction.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.95
American Bitcoin Corp. completed an acquisition involving Ivy Crypto, Inc. (formerly known as Gryphon Digital Mining, Inc.) (closed 2024-02-09).
- Action
- acquisition
- Counterparty
- Ivy Crypto, Inc. (formerly known as Gryphon Digital Mining, Inc.)
- Closing
- 2024-02-09
Exact text from the filing
On February 9, 2024, the Company completed the transactions contemplated by that certain agreement and plan of merger by and between the Company, Akerna Merger Co., a wholly-owned subsidiary of the Company (“Merger Sub”), and Ivy Crypto, Inc. (formerly known as Gryphon Digital Mining, Inc.) (“Ivy”), dated January 27, 2023, as amended on April 28, 2023 and June 14, 2023 (the “Merger Agreement”).
View on SEC.gov
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