美国比特币公司-A 2025年季度报告

(Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the quarterly period endedSeptember 30,2025OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the transition period from _____________ to _____________ Commission file number001-39096American Bitcoin Corp. (Exact name of registrant as specified in its charter) 83-2242651 Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Actof 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subjectto such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company,or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerginggrowth company” in Rule 12b‑2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying withany new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Act).Yes☐No☒ As of November 13, 2025, the registrant had195,380,091shares of Class A common stock,732,224,903shares of Class B common stock, andnoshares of Class C common stock outstanding. Table of Contents Introductory NoteCautionary Statement Regarding Forward-Looking Statements PART I – FINANCIAL INFORMATIONItem 1. Financial StatementsItem 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and Procedures PART II – OTHER INFORMATIONItem 1. Legal ProceedingsItem 1A. Risk FactorsItem 2. Unregistered Sales of Equity Securities and Use of ProceedsItem 3. Defaults Upon Senior SecuritiesItem 4. Mine Safety DisclosuresItem 5. Other InformationItem 6. Exhibits Signatures50 Introductory Note References to the "Company" throughout this Quarterly Report on Form 10-Q (this “Quarterly Report”) refer to: (i)the “Bitcoin mining” sub-segment of Hut 8 Corp.’s “Compute” segment prior to the effectiveness of the Transactions (asdefined below) on March 31, 2025;(ii)American Bitcoin Corp. (formerly known as American Data Centers Inc.) following the effectiveness of the Transactionson April 1, 2025 until the consummation of the Mergers (as defined below) on September 3, 2025; and(iii)American Bitcoin Corp. (formerly known as Gryphon Digital Mining, Inc.) following the consummation of the Mergerson September 3, 2025. On March 31, 2025, Hut 8 Corp. (“Parent”), American Data Centers Inc. ("ADC"), and the stockholders of ADC entered into aContribution and Stock Purchase Agreement (the “Agreement”), pursuant to which Parent contributed to ADC substantially all ofParent’s wholly-owned ASIC miners, in exchange for newly issued Class B Common Stock of ADC, representing 80% of the totaland combined voting power and 80% of the issued and outstanding equity interests of ADC after giving effect to the issuance (the“Transactions”). In connection with the Transactions, ADC was renamed American Bitcoin Corp. ("Historical ABTC"). Prior to the effectiveness of the Transactions, the Company’s operations were historically operated as the “Bitcoin mining” sub-segment of Parent’s “Compute” segment and not as a standalone company; therefore, separate financial statements had not beenprepared for the Company. The Company's Condensed Combined Financial Statements, representing the historical assets,liabilities, operations and cash flows directly attributable to the Company prior to the effectiveness of the Transactions have beenprepared on a carveout basis through the use of a management approach from Parent’s consolidated financial statements andaccounting records and are presented on a standalone basis as if the operations had been conducted independently from Parent. On May 9, 2025, Gryphon Digital Mining, Inc. (along with its consolidated subsidiaries, "Gryphon"), GDM Merger Sub I Inc., aDelaware corporation and wholly owned direct subsidiary of Gryphon (“Merger Sub Inc.”), GDM Merger Sub II LLC, a Delawarelimited liability company and wholly owned direct subsidiary of Gryphon (“Merger Sub LLC”), an