Sec Form 3 Filing - Broukhim Michael @ American Bitcoin Corp. - 2025-09-03

Insider filing report for Changes in Beneficial Ownership
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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
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1. Name and Address of Reporting Person
Broukhim Michael
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 _____ 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)
__ X __ Form filed by One Reporting Person
_____ 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
Class A Common Stock 116,721 I See footnotes ( 1 ) ( 2 ) ( 3 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Broukhim Michael
1101 BRICKELL AVENUE, SUITE 1500
MIAMI, FL33131
X
Signatures
By: /s/ Aliza Rana, as Attorney-in-Fact 09/12/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Consists of shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), of American Bitcoin Corp. (f/k/a Gryphon Digital Mining, Inc.) (the "Company") held by AM-0507 Fund I, a series of Green Meadow Ventures, LP ("AM-0507 Fund I"). Mr. Broukhim holds an indirect limited partnership interest in AM-0507 Fund I and, as a result, may be deemed to have a pecuniary interest in approximately 116,721 shares of Class A Common Stock held by AM-0507 Fund I. In addition, Huntley Global LLC, of which Mr. Broukhim is the sole member, is a managing member of Brothers Global LLC, the general partner of AM-0507 Fund I. As such, Mr. Broukhim shares voting and dispositive power of the Class A Common Stock held by AM-0507 Fund I. Mr. Broukhim disclaims beneficial ownership of the shares held by AM-0507 Fund I, except to the extent of his pecuniary interest therein.
( 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 AM-0507 Fund I was issued 721,350 shares of Class A Common Stock as consideration for shares of Historical ABTC held by AM-0507 Fund I as of immediately prior to the consummation of the Mergers.

Remarks:
Exhibit 24 - Power of Attorney

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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