SCHEDULE: Hut 8 Corp. Discloses Majority Stake in American Bitcoin Corp.

Hut 8 Corp. and its subsidiaries have filed a Schedule 13D, revealing a 64.5% beneficial ownership in American Bitcoin Corp. following a recent merger, establishing it as a controlled company.

Summary

• Hut 8 Corp., U.S. Data Mining Group, Inc., and American Bitcoin Holdings LLC (Reporting Persons) collectively beneficially own 585,779,924 shares of American Bitcoin Corp.
• This ownership represents 64.5% of the total outstanding Class A and Class B Common Stock of American Bitcoin Corp.
• The acquisition occurred on September 3, 2025, as part of a merger where American Bitcoin Corp. (formerly Gryphon Digital Mining, Inc.) merged with Historical ABTC.
• American Bitcoin Holdings LLC received 585,779,924 shares of Class B Common Stock, each convertible into one Class A share and carrying 10,000 votes per share.
• This ownership structure grants American Bitcoin Holdings LLC approximately 80% of the total voting power, making American Bitcoin Corp. a "controlled company" under Nasdaq rules.
• The Reporting Persons intend to actively participate in the management and operations of American Bitcoin Corp.

Sentiment

Score: 7

Explanation: The filing indicates a significant strategic move by Hut 8 Corp. to consolidate control over American Bitcoin Corp. through a merger, establishing a 'controlled company' structure. This provides strong strategic direction and operational control, which can be positive for long-term execution. However, it also introduces risks for minority shareholders due to reduced influence and the potential for significant corporate actions driven by the controlling entity.

Positives

• Hut 8 Corp. and its subsidiaries have secured a controlling interest (64.5% beneficial ownership, 80% voting power) in American Bitcoin Corp., allowing significant influence over strategic and operational decisions.
• The "controlled company" status under Nasdaq rules provides flexibility by exempting American Bitcoin Corp. from certain corporate governance requirements.

Negatives

• The establishment of American Bitcoin Corp. as a "controlled company" may reduce the influence of minority shareholders on corporate governance and strategic direction.
• The Reporting Persons' stated intent to potentially consider extraordinary corporate transactions (e.g., de-listing, asset sales, changes in capitalization) introduces uncertainty for existing public shareholders.

Risks

• The Reporting Persons, as controlling stockholders, will generally be able to control the outcome of any matter submitted to the Issuer's stockholders for approval, including director elections, potentially to the detriment of minority shareholders.
• The Reporting Persons may cause the Issuer to consider or explore extraordinary corporate transactions, such as mergers, reorganizations, sales or acquisitions of assets, changes to capitalization or distribution policy, or changes in management or Board composition, which could significantly alter the company's structure or operations.
• The Reporting Persons reserve the right to dispose of some or all of their shares, which could impact market liquidity and share price.

Future Outlook

The Reporting Persons intend to take an active role in the management and 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 the Issuer to consider extraordinary corporate transactions such as mergers, asset sales, changes to capitalization, or changes in management or Board composition.

Management Comments

• Each of the Filers acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of such Filer, is not assuming any of such Filers responsibilities to comply with Sections 13 or 16 of the Exchange Act.

Industry Context

The filing highlights the consolidation of ownership in the digital asset mining sector, with a major player like Hut 8 Corp. establishing a controlling stake in American Bitcoin Corp. This reflects a trend towards larger, integrated energy infrastructure platforms in the high-potential computing and Bitcoin mining space.

Comparison to Industry Standards

• The establishment of American Bitcoin Corp. as a "controlled company" is a common outcome in mergers where a significant shareholder or group acquires a majority voting interest, similar to structures seen in companies like Dell Technologies or Facebook (Meta Platforms).
• The 80% voting power held by American Bitcoin Holdings LLC is a substantial controlling interest, exceeding typical thresholds for "controlled company" status (usually 50% or more).
• The use of Class B shares with super-voting rights is a common mechanism, seen in companies like Google (Alphabet Inc.) and Berkshire Hathaway, to concentrate voting power with founders or key investors.

Corporate Governance

Legal Proceedings

• None of the Reporting Persons nor their Covered Persons have been convicted in a criminal proceeding or been a party to a civil proceeding related to securities laws in the last five years.

Related Party Transactions

• The merger between American Bitcoin Corp. (f/k/a Gryphon Digital Mining, Inc.) and Historical ABTC, resulting in American Bitcoin Holdings LLC receiving a controlling stake, constitutes a significant transaction involving related entities.

Stakeholder Impact

• Shareholders: Minority shareholders may experience reduced influence over corporate decisions due to the "controlled company" status and the significant voting power held by the Reporting Persons. The potential for extraordinary corporate transactions could also impact their investment.
• Management/Employees: The Reporting Persons intend to take an active role in management and operations, which could lead to strategic shifts or changes in leadership.
• Creditors: Changes in capitalization or strategic direction could indirectly affect the company's financial health and, consequently, its creditors.

Next Steps

• The Reporting Persons may acquire additional securities or dispose of current holdings of American Bitcoin Corp.
• The Reporting Persons may engage in discussions with management and the Board regarding operational, financial, and strategic matters.
• The Reporting Persons may encourage or cause the Issuer to consider extraordinary corporate transactions.
• American Bitcoin Corp. will avail itself of "controlled company" exemptions under Nasdaq rules.

Key Dates

Recommendation

The filing details a significant ownership consolidation and the establishment of a "controlled company" structure, which provides the controlling entity, Hut 8 Corp. and its subsidiaries, substantial influence over American Bitcoin Corp.'s future. While this offers strategic clarity and potential for streamlined decision-making, it also introduces uncertainty for minority shareholders regarding future corporate actions and governance. Given the recent merger and the new control structure, a "hold" recommendation is appropriate to allow investors to observe how the controlling entity executes its strategy and how the market reacts to the implications of the "controlled company" status before making further investment decisions. The potential for future extraordinary transactions also warrants a cautious approach.

Keywords

American Bitcoin Corp, Hut 8 Corp, Schedule 13D, Beneficial Ownership, Controlled Company, Merger, Bitcoin Mining, Corporate Governance, Voting Power, Nasdaq