Sec Form 3 Filing - Hut 8 Corp. @ American Bitcoin Corp. - 2025-09-03

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Hut 8 Corp.
2. Issuer Name and Ticker or Trading Symbol
American Bitcoin Corp. [ ABTC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1101 BRICKELL AVENUE, SUITE 1500
3. Date of Earliest Transaction (MM/DD/YY)
09/03/2025
(Street)
MIAMI, FL33131
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 585,779,924 ( 2 ) D ( 3 ) ( 4 ) ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hut 8 Corp.
1101 BRICKELL AVENUE, SUITE 1500
MIAMI, FL33131
X X
U.S. Data Mining Group, Inc.
1101 BRICKELL AVENUE, SUITE 1500
MIAMI, FL33131
X X
AMERICAN BITCOIN HOLDINGS LLC
1101 BRICKELL AVENUE, SUITE 1500
MIAMI, FL33131
X X
Signatures
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
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

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 4(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.