SCHEDULE: Eric Trump Discloses 7.5% Stake in American Bitcoin Corp.

Eric Trump has filed a Schedule 13D, revealing a 7.5% beneficial ownership in American Bitcoin Corp. following a recent merger.

Summary

• Eric Trump, Executive Vice President at the Trump Organization, acquired 68,147,664 shares of Class B Common Stock in American Bitcoin Corp.
• This acquisition represents 7.5% of the company's outstanding common stock, calculated based on 176,363,237 Class A and 732,224,903 Class B shares.
• The shares were issued on September 3, 2025, as part of the closing of a merger where Gryphon Digital Mining, Inc. acquired Historical American Bitcoin Corp. and subsequently changed its name to American Bitcoin Corp.
• Each Class B share is convertible into one Class A share and carries 10,000 votes, significantly increasing Eric Trump's voting power compared to Class A shares which have one vote each.
• The acquisition is for general investment purposes, with the Reporting Person reserving the right to influence the company's business plan or capitalization.
• An Investors' Rights Agreement (IRA) grants Eric Trump the right to serve as a director as long as he holds shares and provides him with registration rights.
• The IRA was amended on September 10, 2025, to remove certain voting agreements among Class B Investors regarding director elections.

Sentiment

Score: 7

Explanation: The filing indicates a significant, influential stake by a prominent individual, which could be seen positively. However, the removal of certain voting agreements and the stated right to influence strategic changes introduce some uncertainty. The overall sentiment is moderately positive due to the high-profile investment and potential for strategic guidance, balanced by the inherent risks of such influence.

Positives

• Eric Trump, a prominent individual, has taken a significant stake, potentially signaling confidence in American Bitcoin Corp.'s future.
• The Investors' Rights Agreement provides Eric Trump with the right to serve as a director, offering direct influence and oversight.
• The Class B shares grant substantial voting power (10,000 votes per share), allowing for significant influence over corporate decisions.

Negatives

• The amendment to the Investors' Rights Agreement removed certain voting agreements among Class B Investors regarding director elections, which could alter the dynamics of board control or influence.

Risks

• The Reporting Person reserves the right to sell all or a portion of the securities at any time, which could lead to market volatility if a large block is sold.
• The Reporting Person may seek to cause the Issuer to consider or explore material changes to the business plan or capitalization, which could introduce strategic uncertainty.

Future Outlook

The Reporting Person holds the securities for general investment purposes and reserves the right to sell shares or engage in discussions with management and the board to consider or explore material changes to the business plan or capitalization of the Issuer. Any future actions will depend on an ongoing evaluation of the Issuer's business, financial condition, operations, prospects, and market conditions.

Industry Context

This filing reflects a significant ownership stake in a company operating in the cryptocurrency mining sector, an industry characterized by high volatility, rapid technological changes, and evolving regulatory landscapes. The merger and subsequent name change to American Bitcoin Corp. indicate a strategic focus on the Bitcoin ecosystem, aligning with broader trends of institutional interest and consolidation within the digital asset space. The dual-class share structure with enhanced voting rights for Class B shares is a common mechanism in tech and growth companies to maintain founder or key investor control.

Corporate Governance

Related Party Transactions

• The acquisition of shares by Eric Trump as part of a merger and his rights under an Investors' Rights Agreement could be considered a related party arrangement given his significant stake and potential board role.

Stakeholder Impact

• Shareholders: The significant stake and voting power of Eric Trump, along with his right to a board seat, could lead to more focused strategic direction but also potentially less influence for minority shareholders. The possibility of future sales or strategic changes could impact share price.
• Management/Board: Eric Trump's potential board presence and right to influence business plans will directly impact management and board decisions.
• Employees: Strategic changes influenced by a major shareholder could affect company direction and, consequently, employee roles and opportunities.

Next Steps

• The Issuer must take necessary action to increase the size of the Board and appoint Eric Trump to fill a newly created vacancy or include him in the slate of nominees for election at the next applicable stockholder meeting, if he chooses to exercise his right to serve as a director.
• The Reporting Person may, at any time, retain or sell all or a portion of the securities.
• The Reporting Person may engage in discussions with the Issuer's senior management and board to consider or explore material changes to the business plan or capitalization.

Key Dates

Recommendation

While the entry of a high-profile investor like Eric Trump with a substantial, influential stake could be seen as a positive signal, the filing primarily details ownership and governance rights rather than operational performance or financial results. The significant voting power and the right to influence strategic direction introduce both potential for strong leadership and the risk of unpredictable changes. Without further operational or financial details, a 'hold' recommendation is prudent, advising investors to monitor how this new influential ownership translates into concrete business strategies and performance.

Keywords

American Bitcoin Corp, ABTC, Eric Trump, Schedule 13D, Beneficial Ownership, Class B Common Stock, Merger, Gryphon Digital Mining, Investors' Rights Agreement, Corporate Governance, Cryptocurrency Mining, Digital Assets