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$ABTC
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10-Q
Nov 14, 6:35 AM ET
American Bitcoin Corp. 10-Q
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Contents
8
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.
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:
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:
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.
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.