Hut 8 Corp. - Sep 3, 2025 Form 3 Insider Report for American Bitcoin Corp. (ABTC)

Signature
HUT 8 CORP. By: /s/ Victor Semah, as Attorney-in-Fact
Stock symbol
ABTC
Transactions as of
Sep 3, 2025
Transactions value $
$0
Form type
3
Date filed
9/12/2025, 04:50 PM

Reporting Owners (3)

Name Relationship Address Signature Signature date CIK
Hut 8 Corp. Director, 10%+ Owner 1101 BRICKELL AVENUE, SUITE 1500, MIAMI HUT 8 CORP. By: /s/ Victor Semah, as Attorney-in-Fact 2025-09-12 0001964789
U.S. Data Mining Group, Inc. Director, 10%+ Owner 1101 BRICKELL AVENUE, SUITE 1500, MIAMI U.S. DATA MINING GROUP, INC. By: /s/ Victor Semah, as Attorney-in-Fact 2025-09-12 0001880323
AMERICAN BITCOIN HOLDINGS LLC Director, 10%+ Owner 1101 BRICKELL AVENUE, SUITE 1500, MIAMI AMERICAN BITCOIN HOLDINGS LLC By: /s/ Victor Semah, as Attorney-in-Fact 2025-09-12 0002085197

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding ABTC Class B Common Stock Sep 3, 2025 Class A Common Stock 586M Direct F1, F2, F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Shares of Class B Common Stock, par value $0.0001 per share ("Class B Common Stock"), of American Bitcoin Corp., a Delaware corporation (f/k/a Gryphon Digital Mining, Inc.) (the "Company"), are convertible into an equal number of shares of Class A Common Stock, par value $0.0001 per share, of the Company ("Class A Common Stock") for no additional consideration at any time at the option of the holder.
F2 On September 3, 2025 (the "Closing Date"), pursuant to an Agreement and Plan of Merger, dated as of May 9, 2025, by and among the Company, GDM Merger Sub I Inc., a Delaware corporation and wholly owned direct subsidiary of the Company ("Merger Sub Inc."), GDM Merger Sub II LLC, a Delaware limited liability company and wholly owned direct subsidiary of the Company ("Merger Sub LLC"), and American Bitcoin Corp., a Delaware corporation ("Historical ABTC"), (i) Merger Sub Inc. was merged with and into Historical ABTC, with Historical ABTC surviving as a wholly owned direct subsidiary of the Company and (ii) immediately thereafter, Historical ABTC was merged with and into Merger Sub LLC, with Merger Sub LLC surviving as a wholly owned direct subsidiary of the Company (the "Mergers").
F3 In accordance with the Merger Agreement, on the Closing Date American Bitcoin Holdings LLC ("ABH"), a Delaware limited liability company and wholly owned indirect subsidiary of Hut 8 Corp. ("Hut 8"), was issued 585,779,924 shares of Class B Common Stock as consideration for shares of Historical ABTC held by ABH as of immediately prior to the consummation of the Mergers.
F4 Represents securities owned directly by ABH. 99.9% of the outstanding limited liability company interests of ABH are held by U.S. Data Mining Group, Inc., a Nevada corporation ("USDMG"). USDMG is a wholly owned direct subsidiary of Hut 8. Consequently, ABH, Hut 8 and USDMG (collectively, the "Reporting Persons") may be deemed to have shared beneficial ownership of all of the securities beneficially owned by ABH. Neither the filing of this Form 3 nor any of its contents shall be deemed to constitute an admission that any of the Reporting Persons (other than ABH to the extent it directly holds the securities reported on this Form 3) is the beneficial owner of the Class B Common Stock referred to herein for purposes of Section 16 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose, and such beneficial ownership is expressly disclaimed except to the extent of the Reporting Persons' respective pecuniary interest therein.
F5 Solely for purposes of Section 16 of the Exchange Act, the Reporting Persons may be deemed to be directors-by-deputization by virtue of the Reporting Persons' control of a majority of the voting power of the Company's outstanding capital stock, including with respect to the election of directors.

Remarks:

Exhibit 24 - Power of Attorney