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. Checkbox not checked

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




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




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




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


 
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.

Exhibit 24.1
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]



Exhibit 99.1
JOINT FILING AGREEMENT
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto.  This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
This Joint Filing Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.
Dated: September 10, 2025

 
ENTITIES:
HUT 8 CORP.
U.S. DATA MINING GROUP, INC.
AMERICAN BITCOIN HOLDINGS LLC
         
         
 
By:
/s/ Victor Semah
 
   
Name:  
Victor Semah, as attorney-in-
fact for the above listed entities
 
         





Exhibit 99.4

AMENDMENT NO. 1 TO INVESTORS’ RIGHTS AGREEMENT
This AMENDMENT NO. 1 TO INVESTORS’ RIGHTS AGREEMENT (this “Amendment”), dated as of September 10, 2025, amends that certain Investors’ Rights Agreement, dated as of May 9, 2025 (the “Agreement”), by and among American Bitcoin Corp., a Delaware corporation (f/k/a Gryphon Digital Mining, Inc.) (the “Company”), American Bitcoin Operating LLC, a Delaware limited liability company (as successor-in-interest to American Bitcoin Corp., a Delaware corporation), American Bitcoin Holdings LLC, a Delaware limited liability company (the “Key Investor”), and each of the stockholders of the Company from time to time party thereto.  Capitalized terms used but not otherwise defined in this Amendment shall have the respective meanings assigned to such terms in the Agreement.
RECITALS
WHEREAS, Section 5.4(b) of the Agreement provides that any term of the Agreement may be amended or modified only with the prior written consent of the Company and the holders of at least a majority of the shares of Class B Common Stock then outstanding; and
WHEREAS, the undersigned parties desire to enter into this Amendment to amend certain provisions of the Agreement, as more fully set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Amendment, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:
ARTICLE I
AMENDMENTS
Section 1.1     Amendments to the Agreement.  The Agreement is hereby amended as set forth below.
(a)      Section 2.1 (Voting Agreement) of the Agreement is hereby amended and restated as follows:
“Section 2.1      [Reserved.]”
(b)      Sections 2.2(b)-(d) (ABTC Investors’ Designee Director Right) of the Agreement are hereby amended and restated as follows:
“(b)      [Reserved.]
(c)      [Reserved.]
(d)      [Reserved.]”






ARTICLE II
GENERAL PROVISIONS
Section 2.1      No Other Amendment.  Except as otherwise expressly provided herein, all of the terms and conditions of the Agreement remain unchanged and continue in full force and effect.  This Amendment is limited precisely as written and shall not be deemed to be an amendment to any other term or condition of the Agreement or any of the documents referred to therein.  This Amendment shall be deemed to be in full force and effect from and after the execution of this Amendment as if the amendments made herein were originally set forth in the Agreement.  In the event of any inconsistency or conflict between the Agreement and this Amendment, this Amendment shall govern and control.
Section 2.2      Miscellaneous.  Section 5.2 (Assignment; Successors and Assigns; No Third Party Beneficiaries), Section 5.3 (Severability), Section 5.4 (Entire Agreement; Amendments; No Waiver), Section 5.5 (Counterparts; Electronic Delivery), Section 5.6 (Notices), Section 5.7 (Governing Law; Waiver of Jury Trial; Jurisdiction) and Section 5.8 (Specific Performance) of the Agreement shall apply, mutatis mutandis, to this Amendment.
[Signature Pages Follow]             


2


IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the date first set forth above.
 
COMPANY:
   
 
AMERICAN BITCOIN CORP.
       
       
 
By:
/s/ Matt Prusak
 
   
Name: Matt Prusak
 
   
Title: President
 
































[Signature Page to Amendment No. 1 to Investors’ Rights Agreement]





 
KEY INVESTOR:
   
 
AMERICAN BITCOIN HOLDINGS LLC
       
       
 
By:
/s/ Asher Genoot
 
   
Name: Asher Genoot
 
   
Title: Chief Executive Officer
 

































[Signature Page to Amendment No. 1 to Investors’ Rights Agreement]






 
ABTC INVESTORS’ DESIGNEE:
   
   
 
/s/ Eric Trump
 
 
Eric Trump
 






































[Signature Page to Amendment No. 1 to Investors’ Rights Agreement]





Exhibit 99.5

Executive Officers and Directors of Hut 8 Corp.

Business Address: 1101 Brickell Avenue, Suite 1500, Miami, Florida 33131

Name:
Title:
 
William Tai
Chair of the Board
 
Amy Wilkinson
Director
 
Joseph Flinn (citizen of Canada)
Director
 
Mayo A. Shattuck III
Director
 
E. Stanley O'Neal
Director
 
Carl J. Rickertsen (citizen of United States and United Kingdom)
Director
 
Asher Genoot
Chief Executive Officer; Director
 
Michael Ho (citizen of Canada)
Chief Strategy Officer; Director
 
Sean Glennan
Chief Financial Officer
 
Victor Semah (citizen of United States and Panama)
Chief Legal Officer & Secretary
 


Executive Officers and Directors of U.S. Data Mining Group, Inc.

Business Address: c/o Hut 8 Corp., 1101 Brickell Avenue, Suite 1500, Miami, Florida 33131

Name:
Title:
 
Asher Genoot
President; Director
 
Michael Ho (citizen of Canada)
Director
 
Gregory Irwin
Treasurer; Director
 


Executive Officers and Directors of American Bitcoin Holdings LLC

Business Address: c/o Hut 8 Corp., 1101 Brickell Avenue, Suite 1500, Miami, Florida 33131

Name:
Title:
 
Asher Genoot
Chief Executive Officer
 
Michael Ho (citizen of Canada)
Chief Strategy Officer
 
Sean Glennan
Chief Financial Officer
 
Victor Semah (citizen of United States and Panama)
Chief Legal Officer & Secretary