DOMH Dominari Holdings Inc

 

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): March 31, 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 March 31, 2025, Dominari Holdings Inc., a Delaware corporation (together with its wholly owned subsidiaries, the “Company”), issued a press release (the “Press Release”) regarding the Transactions (as defined below). A copy of the Press Release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

 

The information included in this Item 7.01 and in the Press Release attached hereto as Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall any such information or exhibits be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such document.

 

Item 8.01. Other Events.

 

On March 31, 2025, American Data Centers Inc., a Delaware corporation and former wholly owned subsidiary of the Company (“ADC”), completed a series of transactions providing for the launch of American Bitcoin Corp., a strategic initiative focused on industrial-scale Bitcoin mining and strategic Bitcoin reserve development and monetization (the “Transactions”).

 

To effectuate the Transactions, ADC, Hut 8 Corp., a Delaware corporation, and certain of its subsidiaries (“Hut 8”), and the stockholders of ADC entered into a Contribution and Stock Purchase Agreement, pursuant to which Hut 8 contributed to ADC substantially all of Hut 8’s wholly owned ASIC bitcoin miners in exchange for newly issued stock representing 80% of the issued and outstanding equity interests of ADC after giving effect to the issuance. At the closing of the Transactions, ADC changed its name to American Bitcoin Corp. (“American Bitcoin”).

 

In connection with the Transactions, American Bitcoin and Hut 8 also entered into definitive agreements providing for Hut 8 and its personnel to provide day-to-day commercial and operational management services and ASIC colocation services to American Bitcoin, in each case on an exclusive basis for so long as such agreements remain in effect. Hut 8 and its personnel will also provide back-office support services to American Bitcoin pursuant to a shared services agreement with American Bitcoin.

 

As a result of the Transactions, American Bitcoin has become a subsidiary of Hut 8 in which the Company holds a minority interest.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)

Exhibits

 

Exhibit		Description
99.1		Press Release, dated March 31, 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: March 31, 2025	DOMINARI HOLDINGS INC.
	By:	/s/ Anthony Hayes
	Name:	Anthony Hayes
	Title:	Chief Executive Officer

 

 

 2

 

 

Exhibit 99.1

 

Dominari Holdings Investment, American Data Centers, Becomes American Bitcoin in Transformative Bitcoin Mining Deal with Hut 8

 

Dominari Executing Expansion Strategy with Investment in Industrial Scale Bitcoin Mining and Bitcoin Reserve Development

 

New York City/PRNewswire/March 31, 2025, Dominari Holdings Inc. (Nasdaq: DOMH) today announced that American Data Centers Inc. (“ADC”) and Hut 8 Corp, (“Hut”) partnered to form American Bitcoin Corporation. As previously announced, ADC was a wholly owned subsidiary of Dominari, but became an independent company, whose members include Donald J. Trump Jr., Eric Trump, Dominari and other industry professionals in the AI space. In partnership with Hut, American Bitcoin Corp., will focus on industrial-scale bitcoin mining and strategic bitcoin reserve development and monetization.

 

Key Terms of the Transaction with Hut

 

As set forth in Dominari’s Form 8-K filed on March 31, 2025, Dominari completed its first strategic initiative under the guidance and support of its Board of Advisors. The launch of American Bitcoin follows the strategic contribution of substantially all of Hut’s ASIC miners to American Data Centers, in exchange for a majority interest. In connection with the transaction, American Data Centers was subsequently renamed and relaunched as American Bitcoin. In addition, Hut and American Bitcoin also entered into definitive agreements providing for Hut and its personnel to provide day-to-day commercial and operational management services and ASIC colocation services to American Bitcoin. As a result of the transactions, all Bitcoin mining operations previously reported under Hut’s “Compute” segment as Bitcoin Mining, will now operate under the American Bitcoin brand. Dominari Board of Advisors member, Eric Trump, is the Co-Founder and Chief Strategy Officer of American Bitcoin.

 

American Bitcoin aims to become the world’s largest, most efficient pure-play bitcoin miner while building a robust strategic bitcoin reserve. The transaction combines Hut’s proven mining operations, cost-efficient infrastructure development capabilities, and disciplined approach to capital allocation, with Eric Trump’s commercial acumen, capital markets expertise, and commitment to positioning the United States as a global leader in the advancement of decentralized financial systems.

 

Impact on Dominari Shareholders

 

The transaction represents significant shareholder value creation for Dominari. In a relatively short period of time, Dominari management and members of our Board of Advisors, created substantial value for Dominari by securing an ownership interest in American Bitcoin. Through its interest in American Bitcoin, Dominari shareholders receive the value tied to the ownership of over One Hundred Million ($100,000,000.00) Dollars of revenue producing bitcoin mining machines. Those mining machines are being operated by one of the leading publicly traded bitcoin companies, now coupled with the wisdom and guidance of Mr. Eric Trump, who Dominari believes is one of the foremost thought leaders in crypto currencies.

 

Mr. Kyle Wool, President of Dominari Holdings, commented “We are grateful to our Board of Advisors who were materially involved in effectuating the transaction with Hut, often taking the lead in negotiations, secondary introductions, and legal support. On behalf of Dominari, we are grateful for the work of all our advisors on this deal and especially Mr. Eric Trump who led the negotiations on behalf of ADC. This transaction is a significant milestone in our strategic vision to evolve into a dynamic holding company by investing in emerging technologies that drive innovation and create long-term value for our shareholders. American Bitcoin leverages Hut’s world-class operational expertise to develop large-scale bitcoin mining operations and position American Bitcoin as an industry leader.”

 

Anthony Hayes, CEO of Dominari Holdings stated, “On a broader level for Dominari shareholders, this transaction represents substantive progress in Dominari’s effort to create shareholder value by incubating these unique and compelling opportunities in the ever-evolving American technology sector. We are using the resources of our wholly owned full-service broker dealer, Dominari Securities, to help structure these exciting opportunities to make them attractive to both the private and public markets. We are marrying the expertise of Dominari’s broker dealer, the investment bank, and the resources of the holding company to bring new technologies to market, that we then intend to share with our shareholders in the form of dividends.”

 

For additional information about Dominari Holdings Inc., please visit: https://www.dominariholdings.com/

 

 

About Dominari Holdings Inc.

 

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. 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

 

 

 

 

 

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Entity Tax Identification Number	52-0849320
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Entity Address, Address Line One	725 5th Avenue
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