American Bitcoin Corp: Major Holder Sells Post-Split Stake for $20.19M

Rhea-AI Filing Summary

American Bitcoin Corp. completed a 5-for-1 reverse stock split and reclassified its common stock as Class A common stock, then merged with pre-merger American Bitcoin Corp. The reporting persons, Anchorage Lending CA, LLC and Anchor Labs, Inc., held 12,672,454 pre-split shares which became 2,534,491 Class A shares after the reverse split and reclassification. On September 3, 2025, the reporting persons sold 2,534,490 Class A shares in open-market transactions for aggregate gross proceeds of $20,191,136.03, and the previously disclosed loan was paid in full in cash. Following these transactions, the reporting persons may be deemed to beneficially own one share of Class A common stock, representing less than 0.1% of the class, and they ceased to be beneficial owners of more than 5% of the Class A shares.

Positive

• Loan repaid in cash, eliminating the previously disclosed indebtedness related to the reporting persons
• Aggregate proceeds of $20,191,136.03 realized from open-market sales, indicating monetization of the position

Negative

• Reporting persons reduced their stake to one share, meaning they no longer hold >5% ownership and lost significant influence
• Substantial disposition of shares (2,534,490 Class A shares sold), which materially changed the shareholder composition

Insights

Financial Analyst

TL;DR: Significant reduction of anchor holders' stake after a reverse split and open-market sale; proceeds realized and loan repaid.

The Amendment details a corporate restructuring sequence—a 5-for-1 reverse split, share reclassification and a stock-for-stock merger—followed by the reporting persons selling essentially their entire post-split stake for aggregate gross proceeds of $20.19 million. The repayment of the previously disclosed loan in cash removes a creditor-related overhang. The reporting persons' beneficial ownership now stands at one share (<0.1%), meaning the company lost a holder that previously exceeded the 5% threshold. For investors, this alters the shareholder base and reduces any potential influence those reporting persons could exert.

Corporate Governance Specialist

TL;DR: Reporting persons exited nearly their entire position and repaid a loan; governance influence is materially reduced.

The filing documents a near-complete divestiture by two related reporting persons following corporate actions. The sale of 2,534,490 Class A shares and the reduction to a single share means these entities no longer hold significant voting power or dispositive authority. The cash repayment of the Loan clarifies prior encumbrances. From a governance perspective, removal of a >5% holder can change activist dynamics or reduce concentrated voting blocs, but the filing does not disclose any ongoing agreements that would continue to affect control.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many shares did the reporting persons hold before and after the reverse split?

They held 12,672,454 pre-split shares which became 2,534,491 Class A shares after the 5-for-1 reverse split and reclassification.

How many shares were sold and what were the proceeds?

The reporting persons sold 2,534,490 Class A shares in open-market transactions for aggregate gross proceeds of $20,191,136.03.

What is the reporting persons' current beneficial ownership?

Following the transactions, the reporting persons may be deemed to beneficially own one share of Class A common stock, representing less than 0.1% of the class.

Did the reporting persons repay any debt tied to their position?

Yes, the filing states the previously defined Loan was paid in full in cash on the same date as the share sales.

Did the reporting persons conduct any other transactions in the past 60 days?

Other than the disclosed sales and the loan repayment, each reporting person has not effected any transactions in the issuer's securities within the past 60 days as stated.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 09/05/2025 - 04:05 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

American Bitcoin Corp.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

02462A104

(CUSIP Number)

Margaret Vaden
P.O. Box - One Embarcadero Center #2409,
San Francisco, CA, 94216
(415) 941-6300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/03/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 02462A104

1

Name of reporting person

Anchorage Lending CA, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1.00

11

Aggregate amount beneficially owned by each reporting person

1.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 02462A104

1

Name of reporting person

Anchor Labs, Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1.00

11

Aggregate amount beneficially owned by each reporting person

1.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock, par value $0.0001 per share
(b)	Name of Issuer: American Bitcoin Corp.
(c)	Address of Issuer's Principal Executive Offices: 1101 Brickell Avenue, Suite 1500, Miami, FLORIDA , 33131.
Item 1 Comment: This is Amendment No. 2 ("Amendment No. 2") to the joint statement on Schedule 13D filed with the Securities and Exchange Commission (the "Commission") by Anchorage Lending CA, LLC ("Anchorage Lending") and Anchor Labs, Inc. ("Anchorage Digital") on October 30, 2024, as amended on July 3, 2025 ("Amendment No. 1") (such joint statement on Schedule 13D, as amended, the "Schedule 13D"). Anchorage Lending and Anchorage Digital are each referred to herein as a "Reporting Person" and together, the "Reporting Persons." Any capitalized terms used and not defined herein shall have the meanings given to such terms in the Schedule 13D and, except as otherwise provided below, the Schedule 13D is incorporated herein by reference. The Schedule 13D shall not be modified except as specifically provided herein.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and supplemented as follows: Prior to September 3, 2025, American Bitcoin Corp. (the "Issuer") was known as Gryphon Digital Mining, Inc. On September 3, 2025, the Issuer and pre-merger American Bitcoin Corp. ("Historical ABTC") completed stock-for-stock merger transactions (the "Mergers") pursuant to which the Issuer acquired Historical ABTC and changed its name from Gryphon Digital Mining, Inc. to American Bitcoin Corp. Prior to the closing of the Mergers, the Issuer effected a 5-for-1 reverse stock split (the "Reverse Stock Split") of the Issuer's common stock ("Common Stock"), and the Common Stock was reclassified (the "Reclassification") as the Issuer's Class A common stock ("Class A Common Stock"). Prior to the Reverse Stock Split and Reclassification, the Reporting Persons directly owned 12,672,454 shares of Common Stock. Following the Reverse Stock Split and Reclassification, the Reporting Persons directly owned 2,534,491 shares of Class A Common Stock. On September 3, 2025, the Reporting Persons sold an aggregate of 2,534,490 shares of Class A Common Stock in open market transactions for aggregate gross proceeds of $20,191,136.03, including brokerage commissions, as further detailed in Exhibit 7.8. Also on September 3, 2025, the Loan (as previously defined in the Schedule 13D) was paid in full in cash. Following such transactions, the Reporting Persons may be deemed to beneficially own one share of Class A Common Stock.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows: As of the date hereof, the Reporting Persons may be deemed to beneficially own one share of Class A Common Stock, representing less than 0.1% of the outstanding shares of Class A Common Stock. The information contained in the cover pages to this Amendment No. 2 is incorporated herein by reference.
(b)	See Item 5(a) above.
(c)	Other than as disclosed in this Amendment No. 2, including Exhibit 7.8, each Reporting Person has not effected any transactions in the Issuer's securities within the past 60 days.
(e)	As of September 3, 2025, the Reporting Persons ceased to be the beneficial owners of more than five percent of the outstanding Class A Common Stock.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the Schedule 13D is hereby amended and supplemented as follows: 7.8 Transactions in Class A Common Stock

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Anchorage Lending CA, LLC

Signature:	/s/ Margaret Vaden
Name/Title:	Margaret Vaden / General Counsel
Date:	09/05/2025

Anchor Labs, Inc.

Signature:	/s/ Margaret Vaden
Name/Title:	Margaret Vaden / General Counsel
Date:	09/05/2025