| 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 2. | Identity and Background |
|
| (a) | Hut 8 Corp. ("Hut 8") is a Delaware corporation.
U.S. Data Mining Group, Inc. ("USDMG") is a Nevada corporation.
American Bitcoin Holdings LLC ("ABH" and, together with Hut 8 and USDMG, the "Reporting Persons") is a Delaware limited liability company.
|
| (b) | The address of each of Hut 8, USDMG and ABH is 1101 Brickell Avenue, Suite 1500, Miami, Florida 33131. |
| (c) | The principal business of each of Hut 8 and USDMG is as an energy infrastructure platform integrating power, digital infrastructure, and compute at scale to fuel next-generation, energy-intensive use cases such as Bitcoin mining and high-potential computing.
The principal business of ABH is to serve as a holding company in connection with Hut 8's investment in the Issuer.
|
| (d) | None of the Reporting Persons nor, to the best of their knowledge, any of their Covered Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | None of the Reporting Persons nor, to the best of their knowledge, any of their Covered Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Set forth on Exhibit 99.5 attached hereto is a listing of the directors and executive officers of each of the Reporting Persons (collectively, the "Covered Persons"), and the business address and present title of each of the Covered Persons, and is incorporated herein by reference. Except as otherwise designated in Exhibit 99.5, each of the Covered Persons is a citizen of the United States of America. Except as otherwise disclosed herein, none of the Covered Persons beneficially own Common Stock. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | On May 9, 2025, the Issuer (formerly known as Gryphon Digital Mining, Inc.), GDM Merger Sub I Inc. ("Merger Sub Inc."), GDM Merger Sub II LLC ("Merger Sub LLC") and American Bitcoin Corp. ("Historical ABTC") entered into an Agreement and Plan of Merger (the "Merger Agreement"), providing for, among other things, (i) the merger of Merger Sub Inc. with and into Historical ABTC, with Historical ABTC surviving the merger (the "First Merger") as a direct, wholly owned subsidiary of the Issuer and (ii) immediately following the First Merger, the merger of Historical ABTC with and into Merger Sub LLC, with Merger Sub LLC surviving as a direct, wholly owned subsidiary of the Issuer (the "Second Merger" and, together with the First Merger, the "Mergers"). In connection with the Mergers, the Issuer changed its name to "American Bitcoin Corp."
In accordance with the Merger Agreement, on September 3, 2025 (the "Closing Date"), at the closing of the Mergers (the "Closing"), the Issuer issued to ABH an aggregate of 585,779,924 shares of Class B Common Stock. Each share of Class B Common Stock is convertible into one (1) share of Class A Common Stock, subject to the terms and conditions set forth in the Second Amended & Restated Certificate of Incorporation of the Issuer (the "Issuer Charter"). Each share of (a) Class B Common Stock entitles the holder thereof to 10,000 votes per share and (b) Class A Common Stock entitles the holder thereof to one vote per share.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached as Exhibit 99.2 to this Schedule 13D and is incorporated by reference into this Item 3.
|
| Item 4. | Purpose of Transaction |
| | The Reporting Persons acquired the securities described in this Schedule 13D at the Closing as described in Item 3. The information in Item 3 and Item 6 of this Schedule 13D is incorporated by reference into this Item 4.
As a result of ABH's ownership of Class B Common Stock, ABH directly holds approximately 80% of the total voting power of the outstanding capital stock of the Issuer. Consequently, the Issuer is a "controlled company" within the meaning of Nasdaq's listing rules. For so long as the Reporting Persons beneficially own a majority of the voting power of the outstanding capital stock of the Issuer, they will generally be able to control the outcome of any matter submitted to the Issuer's stockholders for approval, including the election of directors. In its capacity as the controlling stockholder of the Issuer, the Reporting Persons intend to take an active role in participating in the management and/or operations of the Issuer, including on operational, financial and strategic matters. The Reporting Persons may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. In addition, the Reporting Persons and any persons they cause to be elected to the board of directors of the Issuer (the "Board") may engage in discussions with management, the Board, and the securityholders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions, such as: a merger, reorganization or other transaction that could result in the de-listing or de-registration of the Class A Common Stock; sales or acquisitions of assets or businesses; changes to the capitalization or distribution policy of the Issuer; or other material changes to the Issuer's business or corporate structure, including changes in management or the composition of the Board.
Any actions the Reporting Persons might undertake may be made at any time and from time to time without prior notice and will be dependent upon the Reporting Persons' review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer's business, financial condition, operations and prospects; price levels of the Issuer's securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments.
The Reporting Persons reserve the right, based on all relevant factors and subject to applicable law and other restrictions, including the terms of the agreements referenced in this Schedule 13D, at any time and from time to time, to dispose of some or all of the shares of the Class B Common Stock or other securities of the Issuer that they may own from time to time, in each case in open market or private transactions, block sales or otherwise or pursuant to ordinary stock exchange transactions effected through one or more broker-dealers whether individually or utilizing specific pricing or other instructions (including by means of Rule 10b5-1 programs).
Except as otherwise disclosed in this Schedule 13D, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D. Notwithstanding the foregoing, the Reporting Persons reserve the right to effect any of such actions as any of them may deem necessary or appropriate in the future.
|
| Item 5. | Interest in Securities of the Issuer |
| (a) | For each Reporting Person, see the comment section and row (13) for the aggregate number of shares of Class A Common Stock and percentage of the Class A Common Stock beneficially owned. The percentages used in this Schedule 13D are calculated based on 176,363,237 shares of Class A Common Stock and 732,224,903 shares of Class B Common Stock outstanding as disclosed in the Current Report on Form 8-K of the Issuer filed with the SEC on September 3, 2025. Each share of Class B Common Stock is convertible into one (1) share of Class A Common Stock, subject to the terms and conditions set forth in the Issuer Charter.
ABH directly holds 585,779,924 shares of Class B Common Stock. ABH is a wholly owned indirect subsidiary of Hut 8. USDMG directly holds 99.9% of the outstanding limited liability company interests in ABH. USDMG is a wholly owned direct subsidiary of Hut 8. As such, USDMG and Hut 8 may be deemed to share voting and dispositive power over all securities of the Issuer held by ABH.
Notwithstanding anything in this Schedule 13D to the contrary, each of the Reporting Persons declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission by any Reporting Person that such person is, for the purposes of Section 13(d) or 13(g) of the Exchange Act of 1934, as amended, the beneficial owner of any securities or rights to acquire securities held by any other Reporting Person covered by this Schedule 13D.
|
| (b) | See rows (7) through (10) for each Reporting Person for the number of shares of Class A Common Stock to which the Reporting Persons have the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. |
| (c) | Except as described in Item 3 above, the Reporting Persons have not effected any transactions in securities of the Issuer during the past 60 days. The acquisition of Class B Common Stock at the Closing by the Reporting Persons will be reported on a Form 3 filed on or about the date hereof with the SEC pursuant to Section 16 of the Act and will be available on the SEC's website at www.sec.gov. The information reported in the filing is expressly incorporated herein. |
| (d) | No other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt from, or the proceeds from the sale of, any shares of Class A Common Stock beneficially owned by the Reporting Persons. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | The information contained in Item 3 and Item 4 of this Schedule 13D is incorporated by reference into this Item 6. The following contracts or arrangements are also in place with respect to the securities of the Issuer.
Investors' Rights Agreement
Concurrently with the execution of the Merger Agreement, the Issuer, Historical ABTC, ABH and each of the other holders of Class B Common Stock (the "Class B Investors") entered into an Investors' Rights Agreement (as amended, supplemented or otherwise modified from time to time, the "IRA"). The operative provisions of the IRA became effective on the Closing Date. On September 10, 2025, the IRA was amended, effective as of the signing date of the IRA, to remove certain voting agreements among ABH and the Class B Investors with respect to the election of directors of the Issuer.
The IRA provides, subject to terms and conditions specified in the IRA, that for so long as the Class B Investor Designee (as defined in the IRA) beneficially owns any shares of the Issuer, the Class B Investor Designee will have the right to serve as a director of the Issuer. If the Class B Investor Designee is entitled to serve on the Board, then upon any written determination by the Class B Investor Designee, the Issuer must take all necessary action to increase the size of the Board and appoint the Class B Investor Designee to fill the newly created vacancy or (ii) include the Class B Investor Designee in the slate of nominees recommended by the Board for election at the next applicable annual or special meeting of stockholders at which directors are to be elected.
The IRA also provides for certain registration rights with respect to the registration of shares of the Issuer held by the Class B Investors, including customary demand and "piggy-back" registration rights.
The IRA further provides that, at all times when the Issuer qualifies as a "controlled company" under the applicable rules of Nasdaq, except to the extent otherwise agreed in writing by ABH, the Issuer will take all necessary action to avail itself of all "controlled company" exemptions to the rules of Nasdaq or any other exchange on which the equity securities of the Issuer are then listed and will comply with all requirements under the law and all applicable disclosure requirements to take such actions.
The foregoing description of the IRA does not purport to be complete and is qualified in its entirety by reference to the full text of the IRA and Amendment No. 1 to the IRA, copies of which are attached as Exhibits 99.3 and 99.4, respectively, to this Schedule 13D and are incorporated by reference into this Item 6.
|
| Item 7. | Material to be Filed as Exhibits. |
| | 24.1: Power of Attorney, dated as of September 10, 2025.
99.1: Joint Filing Agreement, dated as of September 10, 2025.
99.2: Agreement and Plan of Merger, dated as of May 9, 2025, by and among the Issuer, Merger Sub Inc., Merger Sub LLC and Historical ABTC (incorporated by reference to Exhibit 2.1 of the Issuer's Current Report on Form 8-K filed on May 12, 2025).
99.3: Investors' Rights Agreement, dated as of May 9, 2025 (incorporated by reference to Exhibit 10.4 of the Issuer's Current Report on Form 8-K filed on May 12, 2025).
99.4: Amendment No. 1 to Investors' Rights Agreement, dated as of September 10, 2025.
99.5: Citizenships of Covered Persons, dated as of September 10, 2025.
|
