SEC Form 3
FORM 3 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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1. Name and Address of Reporting Person*
Hut 8 Corp.
(Last) (First) (Middle)
1101 BRICKELL AVENUE, SUITE 1500
(Street)
MIAMI FL 33131
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/03/2025 		3. Issuer Name and Ticker or Trading Symbol
American Bitcoin Corp. [ ABTC ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
checkbox checked Director checkbox checked 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
checkbox checked Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
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)
1. Name and Address of Reporting Person*
Hut 8 Corp.
(Last) (First) (Middle)
1101 BRICKELL AVENUE, SUITE 1500
(Street)
MIAMI FL 33131
(City) (State) (Zip)
1. Name and Address of Reporting Person*
U.S. Data Mining Group, Inc.
(Last) (First) (Middle)
1101 BRICKELL AVENUE, SUITE 1500
(Street)
MIAMI FL 33131
(City) (State) (Zip)
1. Name and Address of Reporting Person*
AMERICAN BITCOIN HOLDINGS LLC
(Last) (First) (Middle)
1101 BRICKELL AVENUE, SUITE 1500
(Street)
MIAMI FL 33131
(City) (State) (Zip)
Explanation of Responses:
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
HUT 8 CORP. By: /s/ Victor Semah, as Attorney-in-Fact 09/12/2025
U.S. DATA MINING GROUP, INC. By: /s/ Victor Semah, as Attorney-in-Fact 09/12/2025
AMERICAN BITCOIN HOLDINGS LLC By: /s/ Victor Semah, as Attorney-in-Fact 09/12/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

 

Exhibit 24

 

LIMITED POWER OF ATTORNEY

 

Know all by these presents, that each of the undersigned individuals and entities (each, a “Filer” and collectively, the “Filers”) hereby makes, constitutes and appoints Victor Semah as such Filer’s true and lawful attorney-in-fact with full power and authority as hereinafter described, in respect of any current or future direct or indirect beneficial ownership of securities of American Bitcoin Corp. (including any successor entity), to:

 

1. prepare, execute in the Filers’ name(s) and on the Filers’ behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the Filers to make electronic filings with the SEC of forms and schedules required by Section 16(a) and Section 13(d) and 13(g) of the Securities Exchange Act of 1934 (the “Exchange Act”) or any rule or regulation of the SEC;

 

2. Execute for and on behalf of each of the Filers (i) Forms 3, 4, and 5 (including amendments thereto) in accordance with Section 16(a) of the Exchange Act, and the rules thereunder, and (ii) Schedules 13D and 13G (including amendments thereto) in accordance with Sections 13(d) and 13(g) of the Exchange Act and the rules thereunder;

 

3. Do and perform any and all acts for and on behalf of each of the Filers which may be necessary or desirable to complete and execute any such Form 3, 4, or 5 (including amendments thereto) or Schedule 13D or 13G (including amendments thereto) and timely file such form(s) or schedule(s) with the SEC and any stock exchange or similar authority; and

 

4. Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, a Filer, it being understood that the documents executed by such attorney-in-fact on behalf of such Filer pursuant to this Limited Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

Each of the Filers hereby grants to the attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes a Filer might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all the acts such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney and the rights and powers herein granted. Each of the Filers acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of such Filer, is not assuming any of such Filer’s responsibilities to comply with Sections 13 or 16 of the Exchange Act.

 

This Limited Power of Attorney shall remain in full force and effect until a Filer is no longer required to file Forms 3, 4, and 5 (including amendments thereto) and Schedules 13D and 13G (including amendments thereto) with respect to such Filer’s holdings of and transactions in securities issued by American Bitcoin Corp., unless earlier revoked by such Filer in a signed writing delivered to the foregoing attorney-in-fact.

 

[Signature page follows]

 

 

 

 

IN WITNESS WHEREOF, each of the undersigned has caused this Limited Power of Attorney to be executed as of this 10th day of September, 2025.

 

  HUT 8 CORP.
   
  By: /s/ Asher Genoot
    Name: Asher Genoot
    Title: Chief Executive Officer
   
  U.S. DATA MINING GROUP, INC.
   
  By: /s/ Asher Genoot
    Name: Asher Genoot
    Title: President
   
  AMERICAN BITCOIN HOLDINGS LLC
   
  By: /s/ Asher Genoot
    Name: Asher Genoot
    Title: Chief Executive Officer

  

[Signature Page to Limited Power of Attorney]