09/12/2025 | Press release | Distributed by Public on 09/12/2025 14:51
FORM 3
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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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
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 control number. |
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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Busch Richard 1101 BRICKELL AVENUE, SUITE 1500 MIAMI, FL 33131 |
X |
By: /s/ Aliza Rana, as Attorney-in-Fact | 09/12/2025 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | On September 3, 2025 (the "Closing Date"), pursuant to an Agreement and Plan of Merger, dated as of May 9, 2025, by and among American Bitcoin Corp., a Delaware corporation (f/k/a Gryphon Digital Mining, Inc.) (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"). |
(2) | In accordance with the Merger Agreement, on the Closing Date Mr. Busch was issued 724,975 shares of Class A Common Stock, par value $0.0001 per share, of the Company as consideration for shares of Historical ABTC held by Mr. Busch as of immediately prior to the consummation of the Mergers. |
Remarks: Exhibit 24 - Power of Attorney |