Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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American Bitcoin Corp. (Name of Issuer) |
Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) |
02462A104 (CUSIP Number) |
Margaret Vaden P.O. Box - One Embarcadero Center #2409, San Francisco, CA, 94216 (415) 941-6300 (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
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| CUSIP No. | 02462A104 |
| 1 |
Name of reporting person
Anchorage Lending CA, 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 02462A104 |
| 1 |
Name of reporting person
Anchor Labs, 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)
AF | ||||||||
| 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| 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 1 Comment:
This is Amendment No. 2 ("Amendment No. 2") to the joint statement on Schedule 13D filed with the Securities and Exchange Commission (the "Commission") by Anchorage Lending CA, LLC ("Anchorage Lending") and Anchor Labs, Inc. ("Anchorage Digital") on October 30, 2024, as amended on July 3, 2025 ("Amendment No. 1") (such joint statement on Schedule 13D, as amended, the "Schedule 13D"). Anchorage Lending and Anchorage Digital are each referred to herein as a "Reporting Person" and together, the "Reporting Persons." Any capitalized terms used and not defined herein shall have the meanings given to such terms in the Schedule 13D and, except as otherwise provided below, the Schedule 13D is incorporated herein by reference. The Schedule 13D shall not be modified except as specifically provided herein. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows: Prior to September 3, 2025, American Bitcoin Corp. (the "Issuer") was known as Gryphon Digital Mining, Inc. On September 3, 2025, the Issuer and pre-merger American Bitcoin Corp. ("Historical ABTC") completed stock-for-stock merger transactions (the "Mergers") pursuant to which the Issuer acquired Historical ABTC and changed its name from Gryphon Digital Mining, Inc. to American Bitcoin Corp. Prior to the closing of the Mergers, the Issuer effected a 5-for-1 reverse stock split (the "Reverse Stock Split") of the Issuer's common stock ("Common Stock"), and the Common Stock was reclassified (the "Reclassification") as the Issuer's Class A common stock ("Class A Common Stock"). Prior to the Reverse Stock Split and Reclassification, the Reporting Persons directly owned 12,672,454 shares of Common Stock. Following the Reverse Stock Split and Reclassification, the Reporting Persons directly owned 2,534,491 shares of Class A Common Stock. On September 3, 2025, the Reporting Persons sold an aggregate of 2,534,490 shares of Class A Common Stock in open market transactions for aggregate gross proceeds of $20,191,136.03, including brokerage commissions, as further detailed in Exhibit 7.8. Also on September 3, 2025, the Loan (as previously defined in the Schedule 13D) was paid in full in cash. Following such transactions, the Reporting Persons may be deemed to beneficially own one share of Class A Common Stock. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows: As of the date hereof, the Reporting Persons may be deemed to beneficially own one share of Class A Common Stock, representing less than 0.1% of the outstanding shares of Class A Common Stock. The information contained in the cover pages to this Amendment No. 2 is incorporated herein by reference. | |
| (b) | See Item 5(a) above. | |
| (c) | Other than as disclosed in this Amendment No. 2, including Exhibit 7.8, each Reporting Person has not effected any transactions in the Issuer's securities within the past 60 days. | |
| (e) | As of September 3, 2025, the Reporting Persons ceased to be the beneficial owners of more than five percent of the outstanding Class A Common Stock. | |
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Schedule 13D is hereby amended and supplemented as follows: 7.8 Transactions in Class A Common Stock | ||
| 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.
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