Form 4: Anchorage Lending Sells ABTC Shares Post-Merger

Anchorage Lending CA, LLC and Anchor Labs, Inc., 10% owners and directors, sold a significant portion of their Class A Common Stock in American Bitcoin Corp. following a merger and reverse stock split.

Summary

• Anchorage Lending CA, LLC and Anchor Labs, Inc., both directors and 10% owners of American Bitcoin Corp. (ABTC), disposed of a total of 2,534,490 shares of Class A Common Stock on September 3, 2025.
• The sales occurred after ABTC, formerly Gryphon Digital Mining, Inc., completed a stock-for-stock merger with pre-merger American Bitcoin Corp. and effected a 5-for-1 reverse stock split and reclassification of its common stock.
• Prior to these corporate actions, Anchorage Lending and Anchor Labs owned 12,672,454 shares of Common Stock, which converted to 2,534,491 shares of Class A Common Stock after the 5-for-1 reverse stock split and reclassification.
• The sales were executed in three tranches: 1,250,170 shares at a weighted average price of $7.36, 1,103,035 shares at $8.45, and 181,285 shares at $9.20.
• Following these transactions, the reporting persons beneficially own 1 share of Class A Common Stock.

Sentiment

Score: 3

Explanation: The sentiment is negative. A significant insider (10% owner and director) divested almost their entire stake (2,534,490 out of 2,534,491 shares) in American Bitcoin Corp. immediately following a major corporate restructuring. This complete exit by a key insider is a strong negative signal regarding their confidence in the company's future prospects.

Negatives

• Significant insider selling by a 10% owner and director, disposing of nearly all their holdings (2,534,490 out of 2,534,491 shares) in American Bitcoin Corp.
• The sales occurred across a range of prices from $7.36 to $9.20 per share, indicating a complete exit strategy by the reporting persons.

Future Outlook

NA

Industry Context

The transactions reflect significant corporate restructuring within the digital mining sector, with Gryphon Digital Mining, Inc. transforming into American Bitcoin Corp. through a merger and subsequent stock adjustments. The substantial insider selling by a major shareholder and director immediately following these events could signal a strategic shift or a lack of long-term conviction from this specific entity regarding the newly formed company's prospects, which might be observed by other players in the competitive and evolving cryptocurrency mining industry.

Corporate Governance

Related Party Transactions

• Anchorage Lending CA, LLC is wholly owned by Anchor Labs, Inc., and Anchor Labs may be deemed to share beneficial ownership of securities held by Anchorage Lending.

Stakeholder Impact

• **Shareholders**: The significant insider selling by a 10% owner and director could be perceived negatively, potentially leading to a decrease in investor confidence and share price volatility. The reverse stock split and reclassification also impact share structure and potentially per-share metrics.
• **Management/Board**: The departure of a significant shareholder and director (through divestment) might indicate a shift in board dynamics or strategic alignment, though the filing does not explicitly state a resignation from the board, only a divestment of shares.

Key Dates

Recommendation

The complete divestment of shares by a 10% owner and director, Anchorage Lending CA, LLC and Anchor Labs, Inc., immediately following a merger and reverse stock split, is a strong negative signal. This action suggests a lack of confidence from a key insider in the future prospects of the newly formed American Bitcoin Corp. Investors typically view such large-scale insider selling as a bearish indicator, prompting a 'sell' recommendation to mitigate potential downside risk and re-evaluate the investment thesis.

Keywords

American Bitcoin Corp, ABTC, Anchorage Lending, Anchor Labs, Insider Selling, Form 4, Stock Split, Merger, Gryphon Digital Mining, Class A Common Stock, Beneficial Ownership