[SCHEDULE 13D] Gryphon Digital Mining, Inc SEC Filing

Rhea-AI Filing Summary

American Bitcoin Corp. (the "Issuer") filed a Schedule 13D reporting that Hut 8 Corp., U.S. Data Mining Group, Inc. and American Bitcoin Holdings LLC (the "Reporting Persons") collectively received 585,779,924 shares of Class B Common Stock at closing of a series of mergers described in a Merger Agreement. Each Class B share is convertible into one Class A share and carries 10,000 votes per share, giving ABH approximately 80% of total voting power and resulting in the Issuer qualifying as a "controlled company" under Nasdaq rules. The Reporting Persons state they intend to take an active role in management and may nominate or cause directors to be elected. An Investors' Rights Agreement grants a Class B Investor Designee the right to serve on the board and provides customary registration rights; the IRA was amended to remove certain voting agreements among Class B holders. The Reporting Persons may buy or sell additional securities subject to applicable agreements and law.

Positive

• Decisive governance control: ABH holds shares representing approximately 80% of voting power, enabling stable decision-making and execution of strategic plans.
• Board representation and registration rights: The Investors' Rights Agreement grants a Class B Investor Designee the contractual right to serve on the Board and provides customary demand and piggy-back registration rights.

Negative

• Concentrated control risk: The Reporting Persons' dominance of voting power reduces influence of other shareholders and may limit minority protections.
• Potential for material corporate changes: The Reporting Persons reserve the right to pursue transactions including de-listing, reorganization, asset sales, or changes to capitalization, which could be adverse to some shareholders.

Insights

Corporate Governance Specialist

TL;DR: Reporting Persons received dominant voting control (~80%), creating a controlled-company structure and explicit board-designation rights.

The filing documents a transfer of decisive governance power through issuance of Class B shares that carry 10,000 votes each, producing concentrated control without a proportional economic stake disclosure beyond share counts. The Investors' Rights Agreement formalizes board representation for the Class B Investor Designee and provides registration rights, and an amendment removed certain inter-holder voting agreements. For governance, this means majority control of director elections and practical ability to rely on Nasdaq "controlled company" exemptions. Material investor implications include reduced minority shareholder influence on corporate actions and potential governance divergence from typical independent-board practices.

M&A / Securities Analyst

TL;DR: The Mergers issued 585,779,924 Class B shares to ABH, creating a controlling equity position and contractual registration and director rights.

The Schedule 13D ties the share issuance to the Merger Agreement and closing mechanics, confirming the source of funds/consideration as merger consideration. The IRA grants customary demand and piggy-back registration rights and a contractual board seat for the Class B Investor Designee while allowing the Issuer to claim controlled-company exemptions. The Reporting Persons retain flexibility to acquire or dispose of securities and may pursue strategic transactions; any such actions remain subject to the agreements referenced. This filing is material to investors because it changes control and governance dynamics and includes tradable securities convertible into one-for-one Class A shares.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

American Bitcoin Corp.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

02462A104

(CUSIP Number)

Victor Semah
1101 Brickell Avenue, Suite 1500
Miami, FL, 33131
(305) 224-6427

(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

Hut 8 Corp.

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 585,779,924.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 585,779,924.00

11

Aggregate amount beneficially owned by each reporting person

585,779,924.00

12

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

13

Percent of class represented by amount in Row (11)

64.5 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Calculated based on 176,363,237 shares of Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"), of the Issuer and 732,224,903 shares of Class B Common Stock, par value $0.0001 per share (the "Class B Common Stock" and, together with the Class A Common Stock, the "Common Stock"), of the Issuer outstanding as disclosed in the Current Report on Form 8-K of American Bitcoin Corp. (the "Issuer" or "ABTC") filed with the SEC on September 3, 2025.

SCHEDULE 13D

CUSIP No. 02462A104

1

Name of reporting person

U.S. Data Mining Group, 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)

OO

5

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

6

Citizenship or place of organization

NEVADA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 585,779,924.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 585,779,924.00

11

Aggregate amount beneficially owned by each reporting person

585,779,924.00

12

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

13

Percent of class represented by amount in Row (11)

64.5 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

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.

SCHEDULE 13D

CUSIP No. 02462A104

1

Name of reporting person

American Bitcoin Holdings 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 585,779,924.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 585,779,924.00

11

Aggregate amount beneficially owned by each reporting person

585,779,924.00

12

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

13

Percent of class represented by amount in Row (11)

64.5 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

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.

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 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.

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.

Hut 8 Corp.

Signature:	/s/ Victor Semah
Name/Title:	Attorney-in-Fact
Date:	09/10/2025

U.S. Data Mining Group, Inc.

Signature:	/s/ Victor Semah
Name/Title:	Attorney-in-Fact
Date:	09/10/2025

American Bitcoin Holdings LLC

Signature:	/s/ Victor Semah
Name/Title:	Attorney-in-Fact
Date:	09/10/2025

Comments accompanying signature:

Pursuant to the Power of Attorney, attached hereto as Exhibit 24.1, each Reporting Person designated Victor Semah as attorney-in-fact.

FAQ

What stake do the Reporting Persons hold in American Bitcoin Corp. (GRYP)?

The Reporting Persons hold 585,779,924 shares of Class B Common Stock, which the filing states equates to approximately 64.5% of the Class A equivalent shares and about 80% of total voting power given Class B voting rights.

What voting power does ABH control after the transaction?

ABH's Class B shares carry 10,000 votes per share, and ABH directly holds shares that provide it approximately 80% of the Issuer's voting power.

Does the filing grant the Reporting Persons board representation rights?

Yes. The Investors' Rights Agreement provides that a Class B Investor Designee will have the right to serve as a director and the Issuer must take actions to appoint that designee when entitled.

Are there registration rights for the Class B holders?

Yes. The IRA includes customary demand and piggy-back registration rights for shares held by the Class B Investors.

Will the Issuer be treated as a "controlled company" under Nasdaq rules?

Yes. The filing explicitly states the Issuer is a "controlled company" as a result of ABH's voting power and that the Issuer will take action to avail itself of controlled-company exemptions.