SCHEDULE: Hut 8 Group Secures Controlling Stake in American Bitcoin Corp.

Hut 8 Corp. and its affiliates have acquired a 64.5% voting stake in American Bitcoin Corp. following a merger, establishing it as a controlled company under Nasdaq rules.

Summary

• Hut 8 Corp., U.S. Data Mining Group, Inc., and American Bitcoin Holdings LLC (Reporting Persons) have acquired 585,779,924 shares of Class B Common Stock in American Bitcoin Corp. (ABTC).
• This acquisition represents 64.5% of the total voting power of ABTC's outstanding capital stock, calculated based on 176,363,237 Class A Common Stock shares and 732,224,903 Class B Common Stock shares outstanding.
• The acquisition occurred on September 3, 2025, as part of the closing of a merger agreement where ABTC (formerly Gryphon Digital Mining, Inc.) merged with Historical ABTC.
• Each Class B Common Stock share is convertible into one Class A Common Stock share and carries 10,000 votes, while Class A shares have one vote.
• As a result of this ownership, ABTC is now a 'controlled company' under Nasdaq's listing rules.
• An Investors' Rights Agreement (IRA) was amended on September 10, 2025, to remove certain voting agreements among Class B Investors regarding director elections.
• The IRA continues to grant the Class B Investor Designee the right to serve as a director of the Issuer.

Sentiment

Score: 7

Explanation: The filing indicates a successful completion of a strategic merger and the establishment of a controlling interest, which is generally positive for the acquiring entity. The clear intent to actively manage and potentially pursue further strategic actions suggests a proactive approach. The removal of certain voting agreements in the IRA could be seen as streamlining governance.

Positives

• Reporting Persons gained significant control (64.5% voting power) over American Bitcoin Corp., enabling them to control the outcome of matters submitted to stockholders.
• The 'controlled company' status allows ABTC to avail itself of certain Nasdaq exemptions, potentially simplifying governance and operational flexibility.
• The Reporting Persons intend to take an active role in management and operations, which could lead to strategic alignment and enhanced efficiency for American Bitcoin Corp.

Negatives

• The amendment to the Investors' Rights Agreement removed certain voting agreements among Class B Investors regarding director elections, which could alter internal power dynamics or governance structures.

Risks

• The Reporting Persons may acquire additional securities of the Issuer, or retain or sell all or a portion of their holdings, which could impact market price and stability.
• Potential for extraordinary corporate transactions, such as mergers, reorganizations, sales or acquisitions of assets or businesses, changes to capitalization or distribution policy, or other material changes to the Issuer's business or corporate structure, including changes in management or the composition of the Board.
• The significant voting power held by the Reporting Persons means they will generally be able to control the outcome of any matter submitted to the Issuer's stockholders for approval, potentially limiting the influence of other shareholders.

Future Outlook

The Reporting Persons intend to take an active role in participating in the management and/or operations of American Bitcoin Corp., including on operational, financial, and strategic matters. They may acquire additional securities or dispose of current holdings and may encourage or cause the Issuer to consider extraordinary corporate transactions such as mergers, asset sales, or changes to capitalization or management.

Management Comments

• The Reporting Persons intend to take an active role in participating in the management and/or operations of the Issuer, including on operational, financial and strategic matters.

Industry Context

This filing reflects a consolidation within the digital asset and energy infrastructure sector, with a major player like Hut 8 Corp. expanding its control over American Bitcoin Corp. This move aligns with a trend of strategic acquisitions and vertical integration among companies seeking to optimize their energy and computing resources for applications like Bitcoin mining.

Comparison to Industry Standards

• NA

Management Changes

Corporate Governance

Legal Proceedings

• None of the Reporting Persons nor, to the best of their knowledge, any of their Covered Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding resulting in a judgment enjoining future violations of securities laws.

Related Party Transactions

• NA

Stakeholder Impact

• Shareholders (Class B): American Bitcoin Holdings LLC (and indirectly Hut 8 Corp. and U.S. Data Mining Group, Inc.) gains significant control and influence over American Bitcoin Corp.'s strategic direction and operations.
• Shareholders (Class A): Their voting power is significantly diluted by the Class B shares (10,000 votes per share), making them minority shareholders with limited influence over major corporate decisions.
• Management: The Reporting Persons intend to take an active role, potentially leading to changes in operational, financial, and strategic matters.
• Board of Directors: The Class B Investor Designee has a guaranteed right to a board seat, influencing board composition and decisions.

Next Steps

• Reporting Persons may acquire additional securities or dispose of current holdings in American Bitcoin Corp.
• Reporting Persons may engage in discussions with management, the Board, and securityholders regarding extraordinary corporate transactions.
• Potential consideration of mergers, reorganizations, sales or acquisitions of assets/businesses, changes to capitalization or distribution policy, or other material changes to the Issuer's business or corporate structure, including management or Board composition.
• The acquisition of Class B Common Stock will be reported on a Form 3 filed with the SEC pursuant to Section 16 of the Exchange Act.

Key Dates

Keywords

American Bitcoin Corp, Hut 8 Corp, U.S. Data Mining Group, American Bitcoin Holdings, Schedule 13D, Beneficial Ownership, Merger, Controlled Company, Bitcoin Mining, Digital Infrastructure, Corporate Governance, Voting Power, SEC Filing