American Bitcoin Corp. (NASDAQ: ABTC) executes 1-for-15 reverse split to support Nasdaq bid price

Rhea-AI Filing Summary

American Bitcoin Corp. approved and implemented a 1-for-15 reverse stock split of its common stock, effective after market close on July 2, 2026. The company’s Class A shares began trading on a split-adjusted basis on the Nasdaq Capital Market under the same symbol ABTC on July 6, 2026, with a new CUSIP.

The reverse split reduces issued shares from 1,092,295,800 to approximately 73 million, including about 24 million Class A and 49 million Class B shares, without changing authorized share counts or par values. Stockholders’ percentage ownership and voting power are intended to remain effectively the same apart from minor changes from eliminating fractional shares, which will be settled in cash. The company states the split is primarily intended to increase the per-share price and help maintain compliance with Nasdaq’s minimum bid price requirement.

Insights

Equity & capital markets analyst

ABTC executes 1-for-15 reverse split to support Nasdaq listing.

American Bitcoin Corp. has consolidated every 15 shares into one, shrinking issued shares from 1,092,295,800 to roughly 73 million. This is a structural change to the share count, not an operating result, and does not alter proportional ownership aside from fractional share rounding.

The company explicitly links the action to maintaining compliance with Nasdaq’s minimum bid price requirement for its Class A stock. That signals a focus on preserving exchange listing status rather than raising new capital or changing fundamentals. Cash flows are limited to small payments for fractional shares via the transfer agent.

The economic impact for holders depends mainly on how the post-split share price behaves and on continued Nasdaq compliance. Subsequent periodic reports and disclosures about trading performance and listing status will provide additional context on how effective this reverse split proves in practice.

8-K Event Classification

4 items: 3.03, 5.03, 8.01, 9.01

4 items

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Reverse split ratio: 1-for-15 Pre-split issued shares: 1,092,295,800 shares Post-split issued shares: ≈73 million shares +5 more

8 metrics

Reverse split ratio 1-for-15 Reverse stock split ratio approved by board and stockholders

Pre-split issued shares 1,092,295,800 shares Total issued shares before reverse split (Class A, B, C combined)

Post-split issued shares ≈73 million shares Approximate total issued shares after reverse split

Post-split Class A shares ≈24 million shares Approximate Class A common stock outstanding after reverse split

Post-split Class B shares ≈49 million shares Approximate Class B common stock outstanding after reverse split

Effective time 5:00 p.m. July 2, 2026 Reverse split effective time and date

Trading on split-adjusted basis July 6, 2026 Date Class A shares began trading post-split on Nasdaq

New CUSIP 02462A 203 CUSIP for Class A common stock after reverse split

Key Terms

reverse stock split, Nasdaq Capital Market, minimum bid price requirement, Class A common stock, +1 more

5 terms

reverse stock split financial

"to effect a reverse stock split at a ratio of 1-for-15"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

Nasdaq Capital Market financial

"will begin trading on a reverse split-adjusted basis on The Nasdaq Capital Market"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

minimum bid price requirement financial

"to maintain compliance with the minimum bid price requirement for maintaining its Nasdaq listing"

A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.

Class A common stock financial

"American Bitcoin’s Class A common stock expected to begin trading on a reverse split-adjusted basis"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

forward-looking statements regulatory

"This press release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Understanding 8-K Material Events →

Available on EDGAR 07/06/2026 - 05:15 PM Accepted by SEC EDGAR 07/06/2026 - 05:15 PM Learn about SEC filing dates

FAQ

What reverse stock split did American Bitcoin Corp. (ABTC) approve?

American Bitcoin Corp. approved a 1-for-15 reverse stock split. Every 15 shares of both Class A and Class B common stock are reclassified into one share, consolidating the share count while keeping each stockholder’s overall ownership percentage effectively the same, aside from fractional share adjustments.

How does the ABTC reverse stock split change the number of shares outstanding?

The reverse split reduces issued shares from 1,092,295,800 to about 73 million. That includes roughly 24 million Class A shares and 49 million Class B shares, with no Class C shares outstanding, subject to minor adjustments from eliminating fractional shares with cash payments.

When did ABTC’s reverse stock split become effective and when did trading adjust?

The reverse stock split became effective at 5:00 p.m. on July 2, 2026. ABTC’s Class A common stock began trading on a reverse split-adjusted basis on the Nasdaq Capital Market on July 6, 2026, continuing under the symbol ABTC but with a new CUSIP number, 02462A 203.

Why did American Bitcoin Corp. implement a reverse stock split?

The company states the reverse stock split is primarily intended to raise the per-share price of each class of common stock. In particular, it is aimed at helping maintain compliance with Nasdaq’s minimum bid price requirement for ABTC’s Class A shares and therefore supporting its ongoing Nasdaq listing.

Will ABTC stockholders receive fractional shares after the reverse split?

No, fractional shares will not be issued. Stockholders otherwise entitled to a fractional share will instead receive a cash payment from Continental Stock Transfer & Trust Company, the transfer agent, representing their pro rata share of proceeds from selling aggregated fractional interests, net of brokerage costs.

Does ABTC’s reverse stock split affect authorized shares or par value?

The reverse stock split does not change the number of authorized shares or the par value of any class of common stock. It only reduces the number of issued and outstanding shares. Proportionate adjustments are also applied to equity plan awards and outstanding warrants based on the 1-for-15 split ratio.

0001755953--12-31false00017559532026-07-022026-07-02

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 02, 2026

American Bitcoin Corp.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-39096	83-2242651
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
1101 Brickell Avenue Suite 1500
Miami, Florida				33131
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 305 224-6427

(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 of 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
Class A Common Stock, par value $0.0001 per share		ABTC		The Nasdaq Stock Market LLC

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 3.03 Material Modification to Rights of Security Holders.

The information contained in Item 5.03 below is incorporated by reference into this Item 3.03.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 2, 2026, American Bitcoin Corp. (the "Company") filed an amendment (the "Amendment") to its Second Amended and Restated Certificate of Incorporation, as Amended (the "Charter"), with the Secretary of State of the State of Delaware to effect a reverse stock split at a ratio of 1-for-15 (the "Reverse Stock Split") of the Company's outstanding shares of common stock. The Amendment became effective on July 2, 2026. As previously disclosed, at its annual meeting of stockholders held on June 22, 2026 (the "Annual Meeting"), the Company's stockholders approved a proposal to authorize the Company's board of directors (the "Board") to amend the Charter to effect a reverse stock split at a ratio within a range of 1-for-5 and 1-for-40 (or any number in between), as determined by the Board in its discretion. Following the completion of the Annual Meeting, on June 22, 2026, the Board approved the Reverse Stock Split at a ratio of 1-for-15.

On July 6, 2026, the Company’s Class A common stock began trading under the existing symbol “ABTC” on a reverse split-adjusted basis under a new CUSIP number, 02462A 203.

The Reverse Stock Split will affect all stockholders uniformly and will not alter any stockholder's percentage ownership interest or proportionate voting power in the Company's equity, except for de minimis changes as a result of the elimination of fractional shares. No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to a fractional share of any class of the Company’s common stock are instead entitled to a cash payment from the Company’s transfer agent in an amount equal to their respective pro rata shares of the total proceeds of that sale net of any brokerage costs incurred by the transfer agent to sell such stock. The Reverse Stock Split will reduce the number of shares issued from 1,092,295,800 shares, comprising 360,070,897 shares of Class A common stock, 732,224,903 shares of Class B common stock, and no shares of Class C common stock, to approximately 73 million shares, comprising approximately 24 million shares of Class A common stock, approximately 49 million shares of Class B common stock, and no shares of Class C common stock, subject to adjustment for fractional shares. The authorized number of shares and par value of each class of the Company’s common stock will not be reduced.

In addition, proportionate adjustments will be made to (i) the number of shares of common stock available for issuance and the number of shares of common stock issuable upon the vesting and settlement of existing equity grants under the Company’s equity compensation plan and (ii) the number of shares of the Company’s Class A common stock purchasable upon exercise of outstanding warrants and, for certain of the Company’s outstanding warrants, their exercise price per share, in each case in accordance with the terms of the relevant warrant agreement.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the full text of the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01 Other Events.

On July 1, 2026, the Company issued a press release announcing the effective date of the Reverse Stock Split. A copy of the press release is filed as Exhibit 99.1 and is incorporated by reference into this Item 8.01.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
3.1		Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation, as Amended, dated July 2, 2026.
99.1		Press Release, dated July 1, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

			AMERICAN BITCOIN CORP.
Date:	July 6, 2026	By:	/s/ Matt Prusak
			Name: Matt Prusak Title: President and Interim Chief Financial Officer

AMERICAN BITCOIN CORP.

Nasdaq: ABTC

FOR IMMEDIATE RELEASE

American Bitcoin Announces Effective Date of Reverse Stock Split

American Bitcoin’s Class A common stock expected to begin trading on a reverse split-adjusted basis on July 6, 2026

MIAMI, FL, July 1, 2026 – American Bitcoin Corp. (Nasdaq: ABTC) (“American Bitcoin” or the “Company”), a Bitcoin accumulation platform focused on building America’s Bitcoin infrastructure backbone, today announced that it expects a 1-for-15 reverse stock split of its common stock will be effective at 5:00 p.m. on July 2, 2026. The Company anticipates that its Class A common stock will begin trading on a reverse split-adjusted basis on The Nasdaq Capital Market under the same symbol (ABTC) when the market opens on July 6, 2026, with the new CUSIP number, 02462A 203.

As of the effective time of the reverse stock split, every 15 issued and outstanding shares of the Company’s Class A common stock will be automatically reclassified into one issued and outstanding share of the Company’s Class A common stock and every 15 issued and outstanding shares of the Company’s Class B common stock will be automatically reclassified into one issued and outstanding share of the Company’s Class B common stock, each subject to adjustment for fractional shares. There are no shares of the Company’s Class C common stock outstanding. This will reduce the number of shares issued from 1,092,295,800 shares, comprising 360,070,897 shares of Class A common stock, 732,224,903 shares of Class B common stock, and no shares of Class C common stock, to approximately 73 million shares, comprising approximately 24 million shares of Class A common stock, approximately 49 million shares of Class B common stock, and no shares of Class C common stock, subject to adjustment for fractional shares. The reverse stock split will not affect the number of authorized shares or the par value of each class of common stock. No fractional shares will be issued in connection with the reverse stock split, and holders of common stock will receive a cash payment (without interest) from Continental Stock Transfer & Trust Company, the Company’s transfer agent, in lieu of any fractional shares.

Registered stockholders holding pre-split shares of the Company's common stock are not required to take any action to receive post-split shares. Stockholders owning shares via a broker, bank, trust, or other nominee will have their positions automatically adjusted to reflect the reverse stock split, subject to such broker's particular processes, and will not be required to take any action in connection with the reverse stock split. Stockholders holding shares of the Company's common stock in certificate form will receive a transmittal letter from the Company’s transfer agent with instructions as soon as practicable after the effective date.

The reverse stock split is primarily intended to increase the per share price of each class of the Company’s common stock, particularly its Class A common stock, which is currently trading on Nasdaq, to maintain compliance with the minimum bid price requirement for maintaining its Nasdaq listing. The reverse stock split was approved by the Company’s stockholders at its annual meeting of stockholders held on June 22, 2026. After this meeting, the Company’s board of directors approved the reverse stock split at a ratio of 1-for-15. Additional information about the reverse stock split can be found in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 27, 2026, which is available free of charge at the SEC’s website, www.sec.gov, and on the Company’s website at www.abtc.com.

About American Bitcoin Corp.

American Bitcoin Corp., a majority-owned subsidiary of Hut 8 Corp., is a Bitcoin accumulation platform focused on building America’s Bitcoin infrastructure platform. The Company delivers institutional-grade exposure to Bitcoin through an industry-first business model that integrates scaled self-mining operations with disciplined accumulation strategies. For more information, visit abtc.com and follow the Company on X at @ABTC.

Supplemental Materials and Upcoming Communications

The Company expects to make available on its website and/or official social media channels certain materials and updates designed to accompany the discussion of its results, along with certain supplemental financial information and other data, including regarding its Bitcoin holdings and related performance metrics. For important news and information regarding the Company, including investor presentations and timing of future investor conferences, visit the Investor Relations section of the Company’s website, abtc.com/investors, and its social media accounts, including on X, Instagram, and LinkedIn. The Company uses its website and social media accounts as primary channels for disclosing key information to its investors, some of which may contain material and previously non-public information.

Cautionary Note Regarding Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder, which statements involve inherent risks and uncertainties. Examples of forward-looking statements in this press release include, but are not limited to, statements relating to the timing of the reverse stock split, the potential benefits of the reverse stock split, including continued listing on Nasdaq of the Company’s Class A common stock, the potential for a higher stock price, and any assumptions underlying any of the foregoing.

Forward-looking statements are not statements of historical fact, but instead represent management’s expectations, estimates, and projections regarding future events based on certain material factors and assumptions at the time the statement was made. While considered reasonable by the Company as of the date of this press release, such statements are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance, or achievements to be materially different from those expressed or implied by such forward-looking statements, including, but not limited to: the possibility that the reverse stock split may not have its intended effects and that factors unrelated to the reverse stock split may impact the per share trading price of the Company’s Class A common stock; the price of Bitcoin and concentration of Bitcoin holdings; failure to grow hashrate; the purchase of miners; competition from other methods of investing in Bitcoin; uncertainty in the development and acceptance of the Bitcoin network; reliance on third-party mining pool service providers; hedging transactions; Bitcoin halving events; failure to realize the anticipated benefits of the merger transactions; dependence on Hut 8; liquidity constraints and failure to raise additional capital; failure of critical systems; competition from current and future competitors; changes in leasing arrangements; hazards and operational risks; electrical power requirements; geopolitical, social, economic, and other events and circumstances; cybersecurity threats and breaches; Internet-related disruptions; dependence on key personnel; having a limited operating history; rapidly changing technology; predicting facility requirements; acquisitions, strategic alliances or joint ventures; operating and expanding internationally; legal, regulatory, governmental, and technological uncertainties; physical risks related to climate change; involvement in legal proceedings; stock price volatility; the Company’s multi-class capital structure and status as a controlled company; and other factors that may affect the future business, results, financial position and prospects of the Company. Additional factors that could cause results to differ materially from those described above can be found in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and in other documents filed by the Company from time to time with the SEC.

Contacts

American Bitcoin Investor Relations
ir@abtc.com

American Bitcoin Public Relations
media@abtc.com

Filing Exhibits & Attachments

3 documents

Press Releases

• EX-99.1 EX-99.1 18.6 KB

Other Documents

• EX-3.1 EX-3.1 16.9 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 25.2 KB