SCHEDULE 13D/A: Anchorage Sells American Bitcoin Stake After Merger

Anchorage Lending and Anchor Labs have significantly reduced their stake in American Bitcoin Corp. following a merger and reverse stock split, selling over 2.5 million shares for $20.19 million.

Summary

• American Bitcoin Corp., formerly Gryphon Digital Mining, Inc., completed stock-for-stock merger transactions with pre-merger American Bitcoin Corp. on September 3, 2025.
• Prior to the mergers, the Issuer effected a 5-for-1 reverse stock split and reclassified its common stock to Class A common stock.
• Anchorage Lending CA, LLC and Anchor Labs, Inc. (Reporting Persons) previously owned 12,672,454 shares of Common Stock.
• Following the reverse stock split and reclassification, the Reporting Persons 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.
• The aggregate gross proceeds from these sales totaled $20,191,136.03, including brokerage commissions.
• The Loan, as previously defined in the Schedule 13D, was paid in full in cash on September 3, 2025.
• After these transactions, the Reporting Persons beneficially own one share of Class A Common Stock, representing less than 0.1% of the outstanding shares.
• As of September 3, 2025, the Reporting Persons ceased to be beneficial owners of more than five percent of the outstanding Class A Common Stock.

Sentiment

Score: 4

Explanation: The sentiment is moderately negative due to the significant divestment by a major holder, which can signal reduced confidence or a strategic exit, potentially impacting market perception despite the positive of a loan repayment.

Positives

• The Loan, previously defined, was paid in full in cash, which is a positive for American Bitcoin Corp.'s balance sheet.
• The Reporting Persons realized significant gross proceeds of $20,191,136.03 from the sale of their shares.

Negatives

• The Reporting Persons, formerly significant holders, sold nearly their entire stake (2,534,490 out of 2,534,491 shares), which could be interpreted by the market as a lack of long-term conviction or a strategic exit.

Future Outlook

The filing does not provide any forward-looking statements or guidance from American Bitcoin Corp. management.

Industry Context

The company's name change to American Bitcoin Corp. and the nature of its previous identity (Gryphon Digital Mining, Inc.) indicate its operations are within the cryptocurrency mining and blockchain industry. The transactions reflect a significant ownership change following corporate restructuring within this sector.

Related Party Transactions

• The Loan (as previously defined in the Schedule 13D) was paid in full in cash on September 3, 2025, implying a prior financial relationship between the Reporting Persons and the Issuer.

Stakeholder Impact

• Shareholders: The significant reduction in ownership by a major institutional holder could lead to increased selling pressure or a negative re-evaluation of the company's stock by other investors.
• Company Management: May need to address market concerns regarding the large insider sale and articulate the company's strategic direction post-merger and ownership change.

Key Dates

Recommendation

The sale of almost the entire stake by a major institutional holder (Anchorage Lending and Anchor Labs) following a merger and reverse stock split is a strong signal of a strategic exit or a lack of long-term conviction. While the loan repayment is positive, the sheer volume of shares divested suggests that the selling entities no longer see significant upside or prefer to reallocate capital. This action is likely to create downward pressure on the stock price and could be interpreted negatively by the market, prompting other investors to consider selling.

Keywords

American Bitcoin Corp, Gryphon Digital Mining, Anchorage Lending, Anchor Labs, Schedule 13D, stock sale, reverse stock split, merger, beneficial ownership, Class A Common Stock