SEC FORM 3

SEC FORM 3 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

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)

X	Director	X	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
X	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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
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

33131

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

U.S. Data Mining Group, Inc.

(Last)

(First)

(Middle)

1101 BRICKELL AVENUE, SUITE 1500

(Street)

MIAMI

33131

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

AMERICAN BITCOIN HOLDINGS LLC

(Last)

(First)

(Middle)

1101 BRICKELL AVENUE, SUITE 1500

(Street)

MIAMI

33131

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

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).
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SEC Form 3 filed by new insider Hut 8 Corp.