09/12/2025 | Press release | Distributed by Public on 09/12/2025 14:50
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Class B Common Stock | (1) | (1) | Class A Common Stock | 585,779,924(2) | (1) | D(3)(4)(5) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Hut 8 Corp. 1101 BRICKELL AVENUE, SUITE 1500 MIAMI, FL 33131 |
X | X | ||
U.S. Data Mining Group, Inc. 1101 BRICKELL AVENUE, SUITE 1500 MIAMI, FL 33131 |
X | X | ||
AMERICAN BITCOIN HOLDINGS LLC 1101 BRICKELL AVENUE, SUITE 1500 MIAMI, FL 33131 |
X | X |
HUT 8 CORP. By: /s/ Victor Semah, as Attorney-in-Fact | 09/12/2025 | |
**Signature of Reporting Person | Date | |
U.S. DATA MINING GROUP, INC. By: /s/ Victor Semah, as Attorney-in-Fact | 09/12/2025 | |
**Signature of Reporting Person | Date | |
AMERICAN BITCOIN HOLDINGS LLC By: /s/ Victor Semah, as Attorney-in-Fact | 09/12/2025 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Shares of Class B Common Stock, par value $0.0001 per share ("Class B Common Stock"), of American Bitcoin Corp., a Delaware corporation (f/k/a Gryphon Digital Mining, Inc.) (the "Company"), are convertible into an equal number of shares of Class A Common Stock, par value $0.0001 per share, of the Company ("Class A Common Stock") for no additional consideration at any time at the option of the holder. |
(2) | On September 3, 2025 (the "Closing Date"), pursuant to an Agreement and Plan of Merger, dated as of May 9, 2025, by and among the Company, GDM Merger Sub I Inc., a Delaware corporation and wholly owned direct subsidiary of the Company ("Merger Sub Inc."), GDM Merger Sub II LLC, a Delaware limited liability company and wholly owned direct subsidiary of the Company ("Merger Sub LLC"), and American Bitcoin Corp., a Delaware corporation ("Historical ABTC"), (i) Merger Sub Inc. was merged with and into Historical ABTC, with Historical ABTC surviving as a wholly owned direct subsidiary of the Company and (ii) immediately thereafter, Historical ABTC was merged with and into Merger Sub LLC, with Merger Sub LLC surviving as a wholly owned direct subsidiary of the Company (the "Mergers"). |
(3) | In accordance with the Merger Agreement, on the Closing Date American Bitcoin Holdings LLC ("ABH"), a Delaware limited liability company and wholly owned indirect subsidiary of Hut 8 Corp. ("Hut 8"), was issued 585,779,924 shares of Class B Common Stock as consideration for shares of Historical ABTC held by ABH as of immediately prior to the consummation of the Mergers. |
(4) | Represents securities owned directly by ABH. 99.9% of the outstanding limited liability company interests of ABH are held by U.S. Data Mining Group, Inc., a Nevada corporation ("USDMG"). USDMG is a wholly owned direct subsidiary of Hut 8. Consequently, ABH, Hut 8 and USDMG (collectively, the "Reporting Persons") may be deemed to have shared beneficial ownership of all of the securities beneficially owned by ABH. Neither the filing of this Form 3 nor any of its contents shall be deemed to constitute an admission that any of the Reporting Persons (other than ABH to the extent it directly holds the securities reported on this Form 3) is the beneficial owner of the Class B Common Stock referred to herein for purposes of Section 16 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose, and such beneficial ownership is expressly disclaimed except to the extent of the Reporting Persons' respective pecuniary interest therein. |
(5) | Solely for purposes of Section 16 of the Exchange Act, the Reporting Persons may be deemed to be directors-by-deputization by virtue of the Reporting Persons' control of a majority of the voting power of the Company's outstanding capital stock, including with respect to the election of directors. |
Remarks: Exhibit 24 - Power of Attorney |