New insider Mateen Justin claimed ownership of 724,975 shares (SEC Form 3)
$ABTC
EDP Services
Technology
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 09/03/2025 |
3. Issuer Name and Ticker or Trading Symbol
American Bitcoin Corp. [ ABTC ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class A Common Stock | 724,975 | I | See footnotes(1)(2)(3) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Explanation of Responses: |
| 1. Represents 724,975 shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock") of American Bitcoin Corp. (f/k/a Gryphon Digital Mining, Inc.) (the "Company") held by JAM Revocable Trust. Mr. Mateen maintains sole voting and dispositive power over the shares held by JAM Revocable Trust and thus may be deemed to beneficially own such shares. Mr. Mateen disclaims beneficial ownership of the shares held by JAM Revocable Trust, except to the extent of his pecuniary interest therein. |
| 2. 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"). |
| 3. In accordance with the Merger Agreement, on the Closing Date JAM Revocable Trust was issued 724,975 shares of Class A Common Stock as consideration for shares of Historical ABTC held by JAM Revocable Trust as of immediately prior to the consummation of the Mergers. |
| Remarks: |
| Exhibit 24 - Power of Attorney |
| By: /s/ Aliza Rana, as Attorney-in-Fact | 09/12/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||