[8-K] American Bitcoin Corp. Reports Material Event

Rhea-AI Filing Summary

American Bitcoin Corp. reported results from its 2026 annual stockholder meeting and a board decision on a reverse stock split. Stockholders elected Asher Genoot as a Class I director and ratified KPMG LLP as independent auditor for the year ending December 31, 2026. They also approved a charter amendment allowing a reverse stock split at a ratio between 1-for-5 and 1-for-40 without reducing authorized common shares. After the meeting, the board set the reverse split ratio at 1-for-15, which the Company expects to implement as soon as practicable.

Insights

Equity structure analyst

ABTC shareholders cleared a 1-for-15 reverse split and routine governance items.

The meeting shows strong participation, with 93.56% of voting power represented, and all three proposals passing by wide margins. Electing a director and ratifying KPMG LLP as auditor are standard governance steps that maintain continuity.

The key structural change is approval of a reverse split range from 1-for-5 to 1-for-40, with the board choosing 1-for-15. A reverse split consolidates existing shares into fewer, higher-priced shares without changing overall economic ownership. The filing indicates the company plans to effect the split as soon as practicable.

8-K Event Classification

2 items: 5.07, 8.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 8.01 Other Events Other

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

Key Figures

Voting participation: 93.56% voting power Director election for votes: 6,851,045,469,714 votes for Director election withheld: 5,616,931 votes withheld +5 more

8 metrics

Voting participation 93.56% voting power Represented at 2026 annual meeting

Director election for votes 6,851,045,469,714 votes for Election of Asher Genoot as Class I director

Director election withheld 5,616,931 votes withheld Election of Asher Genoot

Auditor ratification for 6,851,159,830,478 votes for Ratification of KPMG LLP for 2026

Auditor ratification against 1,965,911 votes against Ratification of KPMG LLP

Reverse split approval for 6,851,131,489,507 votes for Charter amendment for reverse stock split

Reverse split ratio range 1-for-5 to 1-for-40 Authorized range in charter amendment

Implemented reverse split ratio 1-for-15 Board-approved reverse stock split ratio

Key Terms

reverse stock split, broker Non-Votes, emerging growth company, independent registered public accounting firm, +1 more

5 terms

reverse stock split financial

"to effect, at the discretion of the Company's board of directors, a reverse stock split"

A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.

broker Non-Votes financial

"Nominee | For | Withheld | Broker Non-Votes Asher Genoot"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

emerging growth company regulatory

"Emerging growth company Item 5.07 Submission of Matters to a Vote"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

independent registered public accounting firm financial

"ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

amended and restated certificate of incorporation regulatory

"approved an amendment to the Company's amended and restated certificate of incorporation, as amended"

A company’s amended and restated certificate of incorporation is an updated version of its foundational legal charter that replaces the older document and folds in all changes into one clear copy; it spells out corporate structure, classes of stock, shareholder rights and key governance rules. Investors care because it can change who controls the company, how votes are counted, what claims shareholders have on assets or dividends, and can introduce or remove protections against takeovers—like updating a house title after a major renovation to show who owns what and under what rules.

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Understanding 8-K Material Events →

Available on EDGAR 06/24/2026 - 05:00 PM Accepted by SEC EDGAR 06/24/2026 - 05:00 PM Learn about SEC filing dates

false000175595300017559532026-06-222026-06-22

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): June 22, 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 5.07 Submission of Matters to a Vote of Security Holders.

On June 22, 2026, American Bitcoin Corp. (the "Company") held its 2026 Annual Meeting of Stockholders (the "Annual Meeting") to consider and vote upon three proposals, which are described in greater detail in the Company's definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 27, 2026 (the "Proxy Statement"). A total of 93.56% of the voting power of the outstanding shares of stock of the Company entitled to vote were represented at the Annual Meeting, constituting a quorum for all matters presented at the Annual Meeting. The final voting results are set forth below.

Proposal 1: Election of the Class I Director

The stockholders elected Asher Genoot as the Class I director for a three-year term of office expiring at the 2029 Annual Meeting of Stockholders and until his successor has been duly elected and qualified, or until his earlier death, resignation, or removal. The results of such vote were as follows:

Nominee	For	Withheld	Broker Non-Votes
Asher Genoot	6,851,045,469,714	5,616,931	111,515,883

Proposal 2: Ratification of the Appointment of the Independent Registered Public Accounting Firm

The stockholders ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026. The results of such vote were as follows:

For	Against	Abstentions
6,851,159,830,478	1,965,911	806,139

Proposal 3: Approval of Proposed Charter Amendment to Effect a Reverse Stock Split

The stockholders approved an amendment to the Company's amended and restated certificate of incorporation, as amended, to effect, at the discretion of the Company's board of directors, a reverse stock split with respect to the Company's outstanding shares of common stock at a ratio within a range of 1-for-5 to 1-for-40 (or any number in between), with the ratio within such range to be determined at the discretion of the Company's board of directors, without reducing the authorized number of shares of the Company's common stock. The results of such vote were as follows:

For	Against	Abstentions
6,851,131,489,507	28,398,402	2,714,619

Item 8.01 Other Events.

On June 22, 2026, following the completion of the Annual Meeting, the Company's board of directors approved a reverse stock split ratio of 1-for-15. The Company expects to effectuate the reverse stock split as soon as practicable.

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:	June 24, 2026	By:	/s/ Matt Prusak
			Name: Matt Prusak Title: President and Interim Chief Financial Officer

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