エドガーで原本を確認する
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 12, 2025
Dominari Holdings Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41845 | 52-0849320 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
725 5th Avenue, 22nd Floor
New York, NY 10022
(212) 393-4540
(Address, including Zip Code and Telephone Number, including
Area Code, of Principal Executive Offices)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, $0.0001 par value | DOMH | The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure.
On May 13, 2025, Dominari Holdings Inc. (the “Company”), a Delaware corporation, issued a press release congratulating American Bitcoin on entering into a definitive merger agreement with Gryphon Digital Mining, Inc. (Nasdaq: GRYP). American Bitcoin is expected to become a publicly traded entity under the ticker symbol “ABTC.” Following the merger, American Bitcoin stockholders, including the Company, are anticipated to own approximately 98% of the combined entity. The transaction is expected to close in the third quarter of 2025, subject to the satisfaction of customary closing conditions.
A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | Description | |
| 99.1 | Press Release, dated May 13, 2025 | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: May 13, 2025 | DOMINARI HOLDINGS INC. | |
| By: |
/s/ Anthony Hayes |
|
| Name: | Anthony Hayes | |
| Title: | Chief Executive Officer | |
2
Exhibit 99.1
Dominari Holding’s Strategic Interest in Bitcoin Mining Set to Go Public
American Bitcoin Enters into Definitive Merger Agreement with Nasdaq-listed Gryphon Digital Mining to Build World’s Largest, Most Efficient Pure-Play Bitcoin Minor Alongside A Robust and Strategic Bitcoin Reserve
New York City/PR Newswire/May 13, 2025, Dominari Holdings Inc. (Nasdaq: DOMH), today congratulates American Bitcoin on entering into a definitive merger agreement with Gryphon Digital Mining, Inc. (Nasdaq: GRYP). The strategic stock-for-stock transaction will result in American Bitcoin becoming a publicly traded entity on Nasdaq in which former American Bitcoin stockholders, including Dominari Holdings, will own approximately 98% of the combined company.
Upon closing, which is expected to occur in the third quarter of this year, the company will operate under the American Bitcoin brand, led by the management and current board of directors of American Bitcoin. American Bitcoin is expected to trade on Nasdaq under the ticker symbol “ABTC.”
American Bitcoin was launched earlier this year, in partnership with Eric Trump, who will remain an advisor and chief strategy officer, with the goal of building the world’s largest, most efficient pure-play Bitcoin miner alongside a robust strategic Bitcoin reserve. American Bitcoin is purpose-built to enable Bitcoin accumulation at scale through low-cost Bitcoin mining and other complementary strategies.
“As an early investor in American Bitcoin, we are proud to support its journey toward becoming a public market leader,” said Kyle Wool, President of Dominari Holdings Inc. “This merger marks a significant milestone not only for American Bitcoin, but also for Dominari. American Bitcoin was formed as a joint venture between American Data Centers, an independent company that we created a few short months ago, and Hut 8. From the outset, we recognized its potential to become a formidable force in the digital asset mining sector. The merger between American Bitcoin and Gryphon Digital Mining validates that vision and highlights the strength of our broader strategy and business model. We believe the combined company is exceptionally well-positioned to capitalize on structural tailwinds in Bitcoin mining and digital infrastructure, and we look forward to supporting its continued growth as a strategic partner. For Dominari shareholders, this is notable value creation.”
The announcement regarding the signing of the definitive merger agreement is available at https://www.globenewswire.com/news-release/2025/05/12/3078943/0/en/Hut-8-Subsidiary-American-Bitcoin-Announces-Go-Public-Transaction.html.
For additional information about Dominari Holdings Inc., please visit: https://www.dominariholdings.com/ The Company is a holding company that, through its various subsidiaries, is currently engaged in wealth management, investment banking, sales and trading and asset management.
About Dominari Holdings Inc.
In addition to capital investment, Dominari provides management support to the executive teams of its subsidiaries, helping them to operate efficiently and reduce cost under a streamlined infrastructure. In addition to organic growth, the Company seeks opportunities outside of its current business to enhance stockholder value, including in the AI and Data Center sectors.
Dominari Securities LLC’s Mission Statement:
Dominari Securities LLC, a principal subsidiary of Dominari Holdings Inc., is a dynamic, forward-thinking financial services company that seeks to create wealth for all stakeholders by capitalizing on emerging trends in the financial services sector and identifying early-stage future opportunities that are expected to generate a high rate of return for investors.
Securities Brokerage and Registered Investment Adviser Services are offered through Dominari Securities LLC, a Member of FINRA, MSRB and SIPC. Securities brokerage, investment adviser and other non-bank deposit investments are not FDIC insured and may lose some or all of the principal invested. You can check the background of Dominari Securities and its registered investment professionals and review its SEC Form CRS on FINRA’s BrokerCheck site at https://brokercheck.finra.org. Information for Dominari Securities LLC and its registered investment professionals as well as its SEC Form CRS may also be found on FINRA’s BrokerCheck site.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Words such as “may,” “might,” “will,” “should,” “believe,” “expect,” “anticipate,” “estimate,” “continue,” “predict,” “forecast,” “project,” “plan,” “intend” or similar expressions, or statements regarding intent, belief, or current expectations, are forward-looking statements. While the Company believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements, which are based on information available to us on the date of this release. These forward-looking statements are based upon current estimates and assumptions and are subject to various risks and uncertainties, including without limitation those set forth in the Company’s filings with the SEC, which include but are not limited to the Risk Factors set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 relating to its business. Thus, actual results could be materially different. The Company expressly disclaims any obligation to update or alter statements whether as a result of new information, future events or otherwise, except as required by law.
Contacts:
Dominari Holdings Inc.
https://www.dominariholdings.com/
Investor Relations
Hayden IR
Brett Maas, Managing Partner
Phone: (646) 536-7331
Email: brett@haydenir.com
www.haydenir.com