ABTCAmerican Bitcoin
Deals between ABTC and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement. Only one proxy is stored, so there is nothing to compare yet; the section is below.
The whole section 41 paragraphs, proxy filed 2026-04-27
Our Policy Regarding Related Party Transactions“Our board of directors recognizes the fact that transactions with related persons present a heightened risk of conflicts of interest (or the perception thereof). Our board of directors has adopted a written policy on transactions with related persons that aligns with the requirements for companies listed on the Nasdaq. This policy covers any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, that meets the disclosure requirements set forth in Item 404 of Regulation S-K under the Securities Act, in which we were or are to be a participant and in which a “related person,” as defined in Item 404, had, has or will have a direct or indirect material interest.”
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Gryphon Related Party Transactions“Gryphon’s Code of Ethics required it to avoid, wherever possible, all related party transactions that could result in actual or potential conflicts of interest, except under guidelines approved by Gryphon’s board of directors (or Gryphon’s audit committee). Gryphon defined related party transactions as transactions in which (i) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (ii) Gryphon or any of its subsidiaries is a participant and (iii) any (a) executive officer, director or nominee for election as a director, (b) greater than 5% beneficial owner of shares of Gryphon common stock or (c) immediate family member, of the persons referred to in clauses (a) and (b), has or will have a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity).”
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Gryphon Related Party Transactions“Gryphon’s audit committee, pursuant to its written charter, was responsible for reviewing and approving related party transactions to the extent it entered into such transactions. The audit committee would consider all relevant factors when determining whether to approve a related party transaction, including whether the related party transaction was on terms no less favorable to Gryphon than terms generally available from an unaffiliated third-party under the same or similar circumstances and the extent of the related party’s interest in the transaction.”
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Gryphon Related Party Transactions“In addition to Gryphon’s compensation arrangements, the following is a description of each transaction since January 1, 2025 in which:”
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Gryphon Related Party Transactions“the amount involved exceeded or exceeds $120,000; and • any of Gryphon’s directors, executive officers or b Gryphon has been or is to be a participant;”
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Gryphon Related Party Transactions“beneficial holders of more than 5% of any class of Legacy Gryphon’s capital stock or any immediate family member of or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest.”
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Gryphon Securities Purchase Agreement“On January 13, 2025, Gryphon entered into a Securities Purchase Agreement with several institutional and accredited investors and certain directors and officers of Gryphon (and certain of their affiliated parties) for the purpose of raising approximately $2.85 million in gross proceeds for Gryphon. Pursuant to the terms of such agreement, Gryphon agreed to sell in a registered direct offering an aggregate of (i) 6,941,856 shares of Gryphon common stock and (ii) warrants to purchase 6,941,856 shares of Gryphon common stock at an exercise price of $1.50 per share (the “Gryphon Common Warrants”), at a combined purchase price per share and accompanying Gryphon Common Warrants equal to $0.40 for third-party investors and $0.516 for directors and officers of Gryphon. The offering closed on January 14, 2025. Jessica Billingsley purchased 48,412 shares of Gryphon common stock and 48,412 accompanying Gryphon Common Warrants for $25,000. Dan Tolhurst, Brittany Kaiser, and Heather Cox each purchased 96,824 shares of Gryphon common stock and 96,824 accompanying Gryphon Common Warrants for $50,000. Steve Gutterman purchased 77,459 shares of Gryphon common stock and 77,459 accompanying Gryphon Common Warrants for $40,000. Eric Gallie purchased 145,236 shares of Gryphon common stock and 145,236 accompanying Gryphon Common Warrants for $75,000. Sim Salzman purchased 19,365 shares of Gryphon common stock and 19,365 accompanying Gryphon Common Warrants for $10,000. An affiliate of Jimmy Vaiopoulos purchased 48,412 shares of Gryphon common stock and 48,412 accompanying Gryphon Common Warrants for $25,000.”
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Historical ABTC Related Party Transactions“The following is a description of transactions to which Historical ABTC had been a party in since January 1, 2025, in which the amount involved exceeds $120,000, and in which any of Historical ABTC’s directors, executive officers, or holders of more than 5% of the voting securities outstanding of Historical ABTC, or an affiliate or immediate family member thereof, had or would have a direct or indirect material interest. Historical ABTC refers to such transactions as “related party transactions” and such persons as “related parties.” With the approval of the Historical ABTC board of directors, Historical ABTC engaged in the related party transactions described below. In evaluating the transactions, Historical ABTC believed the terms obtained or consideration that Historical ABTC paid or received, as applicable, in connection with the transactions described below were comparable to terms available or the amounts that would be paid or received, as applicable, from unaffiliated third parties.”
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Stock Purchase and Contribution Agreement“On March 31, 2025, ABH entered into a Contribution and Stock Purchase Agreement with ADC and the stockholders of ADC, pursuant to which ABH contributed to ADC substantially all of the Bitcoin miners then wholly owned by Hut 8 and its affiliates, at an aggregate book value of approximately $120 million, in exchange for newly issued shares of Class B common stock representing, in the aggregate, 80.0% of the issued and outstanding capital stock of ADC. At the closing of the Transactions, ADC changed its name to “American Bitcoin Corp.””
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Master Colocation Services Agreement“On March 31, 2025, in connection with the Transactions, Historical ABTC entered into a Master Colocation Services Agreement (the “MCSA”) with U.S. Data Mining Group, Inc., a subsidiary of Hut 8 (“USDMG”). The MCSA and the service orders under the MCSA provide for certain affiliates of Hut 8 to provide us with colocation and hosting services for our mining equipment at Hut 8-owned or leased facilities, on specific terms set forth in service orders to the MCSA.”
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Master Colocation Services Agreement“Under the terms of the MCSA, we pay to USDMG (or its applicable affiliate that owns or leases the facility at which our Bitcoin miners are hosted) fees generally consisting of a monthly recurring charge, as set forth in each service order, plus 100% of the costs, fees, disbursements, and expenses paid or incurred by USDMG or its applicable affiliate in connection with the use, operation, and maintenance of the relevant facility (including costs related to the delivery of contracted power) and any installation charges, non-recurring costs, or amounts for additional services incurred during the term of the applicable service order.”
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Master Colocation Services Agreement“On April 1, 2025, Historical ABTC entered into three service orders under the MCSA for hosting services at sites located in: Orla, Texas; Niagara Falls, New York; and Medicine Hat, Alberta. We subsequently entered into service orders under the MCSA for hosting services at a site in Amarillo, Texas, commencing as of August 1, 2025, and a site in Drumheller, Alberta, commencing as of March 20, 2026.”
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Master Colocation Services Agreement“The MCSA includes other customary provisions, including with respect to facility access, use of contracted power, maintenance, and repair of facilities and insurance.”
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Master Colocation Services Agreement“The MCSA requires us to indemnify USDMG and its affiliates from and against any losses relating to or arising out of our use of and access to the relevant facility, our acts or omissions constituting gross negligence, and our breach of any covenant or obligation under the MCSA. The MCSA requires USDMG to indemnify us from and against any losses relating to or arising out of acts or omissions of USDMG constituting gross negligence and the breach of any covenant or obligation of USDMG under the MCSA.”
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Master Colocation Services Agreement“Except as may otherwise be specified in any service order under the MCSA, the initial term of each service order is five years, subject to automatic extension for a further five-year term unless either party provides the other with written notice not to extend at least 120 days before the expiration of the initial term. The MCSA is terminable by either party at any time upon 30 days’ prior written notice to the other party if there are no active service orders under the MCSA and have not been for a period of 12 months prior to such termination.”
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Master Colocation Services Agreement“The MCSA (and any service order thereunder) is also terminable by either party upon an event of default by the other party (including the other party’s failure to pay any amounts due under the MCSA or to comply with its other obligations under the MCSA, subject to specified cure periods). An event of default by either party under the MMSA (as defined below) or any related service order also constitutes an event of default under the MCSA.”
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Master Management Services Agreement“On March 31, 2025, in connection with the Transactions, Historical ABTC entered into a Master Management Services Agreement (the “MMSA”) with USDMG. The MMSA and the service orders under the MMSA provide for certain affiliates of USDMG and their personnel to provide us with management, oversight, strategy, compliance, operational. and other services for our Bitcoin mining operations hosted at Hut 8’s facilities under the MCSA.”
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Master Management Services Agreement“Under the terms of the MMSA, we pay to USDMG (or its applicable affiliate) service fees generally consisting of a fixed fee, payable monthly, for general management, operational, and compliance services, plus a monthly fee equal to 100% of specified “pass-through costs” incurred during the term of the applicable service order, including costs and expenses incurred by or on behalf of USDMG (or its applicable service provider affiliate) for labor, maintenance, repairs, and infrastructure expenses, and the provision of services by third parties.”
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Master Management Services Agreement“On April 1, 2025, Historical ABTC entered into three service orders under the MMSA for management services at sites located in: Orla, Texas; Niagara Falls, New York; and Medicine Hat, Alberta. We subsequently entered into service orders under the MMSA for management services at a site in Amarillo, Texas, commencing as of August 1, 2025, and a site in Drumheller, Alberta, commencing as of March 20, 2026.”
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Master Management Services Agreement“The MMSA includes other customary provisions, including with respect to facility access, cooperation in the provision of the services, preservation of records, ownership of data and intellectual property, and maintenance of insurance.”
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Master Management Services Agreement“The MMSA requires us to indemnify USDMG and its affiliates from and against any losses relating to or arising out of our acts or omissions constituting gross negligence and our breach of any covenant or obligation under the MMSA. The MMSA requires USDMG to indemnify us from and against any losses relating to or arising out of acts or omissions of USDMG constituting gross negligence, the breach of any covenant or obligation of USDMG under the MMSA and the performance of services under the MMSA.”
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Master Management Services Agreement“Except as may otherwise be specified in any service order under the MMSA, each service order under the MMSA is coterminous with the corresponding service order under the MCSA for colocation services at the same site. The MMSA (and any service order thereunder) is terminable by either party upon an event of default by the other party (including the other party’s failure to pay any amounts due or to comply with its other obligations under the MMSA, subject to specified cure periods). An event of default by either party under the MCSA or any related service order also constitutes an event of default under the MMSA.”
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Services Agreement“On March 31, 2025, in connection with the Transactions, Historical ABTC entered into the Services Agreement with USDMG, pursuant to which USDMG and its affiliates provide back-office support services to us, including accounting and financial reporting, HR support, payroll, benefits, IT support and management, legal and compliance, and vendor management services.”
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Services Agreement“Under the terms of the Shared Services Agreement, we pay to USDMG a monthly fee equal to the fully allocated cost, determined on a “pass through” basis, to USDMG and its affiliates for providing services under the Shared Services Agreement to us.”
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Services Agreement“The Shared Services Agreement has a term of five years, but is terminable with respect to any individual service by either party upon 30 days’ written notice to the other party. The Shared Services Agreement is also terminable by either party upon written notice to the other party in the event of (i) a material breach of the Shared Services Agreement by the other party, if the breach is not cured to the reasonable satisfaction of the terminating party within 30 days of such written notice or (ii) if the non-terminating party makes a general assignment for the benefit of creditors or becomes insolvent.”
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Put Option Agreement“On March 31, 2025, in connection with the Transactions, Historical ABTC entered into the Put Option Agreement with a wholly owned subsidiary of Hut 8 (“Zephyr”), pursuant to which Zephyr had right to sell to Historical ABTC any Bitcoin miners purchased by Zephyr under an existing purchase option agreement between Zephyr and Bitmain (“Hut Bitmain Agreement”). The Hut Bitmain Agreement in turn provided for Zephyr’s right to purchase from Bitmain up to approximately 17,280 Bitmain U3S21EXPH Bitcoin miners for a maximum aggregate purchase price of approximately $320 million, not including any applicable tariffs, duties, or similar charges.”
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Put Option Agreement“Under the terms of the Put Option Agreement, Zephyr had the right to cause Historical ABTC, at any time and from time to time ending on the 30th day following the termination of the purchase option period under the Hut Bitmain Agreement and the delivery of all Bitcoin miners purchased by Zephyr under the Hut Bitmain Agreement, to purchase all or any amount of the Bitcoin miners, at the same per-unit price as is paid to Bitmain and without any additional markup, premium, or administrative charge thereon, subject to specified exceptions in the event that Historical ABTC did not (at any time Zephyr’s put right is exercised) have sufficient legally available funds to pay the applicable purchase price.”
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Put Option Agreement“On August 5, 2025, pursuant to the Put Option Agreement, Zephyr assigned its option to purchase the Bitmain miners under the Hut Bitmain Agreement to Historical ABTC. Historical ABTC exercised the option on August 5, 2025 and entered into a purchase agreement with Bitmain (the “ABTC Bitmain Purchase Agreement”) to purchase Bitmain miners in one or more tranches for a total purchase price of up to approximately $320.0 million, not including any applicable tariffs, duties, or similar charges.”
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Put Option Agreement“Concurrently with the execution of the ABTC Bitmain Purchase Agreement, Historical ABTC purchased 16,299 Bitmain miners for a total purchase price of approximately $314.0 million, which was reduced by the application of a deposit and certain expenses of approximately $46.0 million previously paid to Bitmain by Hut 8, through the pledge of approximately 2,234 Bitcoin at a mutually agreed upon fixed price. In September 2025, we purchased the remaining 981 Bitmain miners for a total purchase price of $18.9 million, also paid through the pledge of Bitcoin at a mutually agreed upon fixed price. In October 2025, we pledged additional Bitcoin at a mutually agreed upon fixed price, and Bitmain refunded the $46.0 million comprising of the deposit and certain expenses to Hut 8 satisfying our repayment obligation.”
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Exclusivity Agreement“On March 31, 2025, in connection with the Transactions, Historical ABTC entered into the Exclusivity Agreement. The Exclusivity Agreement provides that, until such time as both the MMSA and the MCSA (or any successor agreements) have expired or been terminated, Hut 8 and its affiliates will be our exclusive providers of (i) hosting and colocation services with respect to all digital asset mining equipment owned by us and (ii) digital asset mining operations services, whether pursuant to the MMSA or otherwise.”
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Stockholders’ Agreement“On March 31, 2025, Historical ABTC entered into a Stockholders’ Agreement (the “Stockholders’ Agreement”) with each of the holders of Historical ABTC Class B common stock. The Stockholders’ Agreement provides for certain customary rights with respect to the management and governance of Historical ABTC, rights of first offer, transfer restrictions, tag-along rights and drag-along rights and certain registration rights. These rights and restrictions terminated at the First Effective Time, upon the effectiveness of the Investors’ Rights Agreement (as defined below).”
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Investors’ Rights Agreement“Concurrently with the execution of the Merger Agreement, Gryphon, Historical ABTC, ABH and each of the other holders of Historical ABTC Class B common stock (the “ABTC Class B Investors”) entered into the Investors’ Rights Agreement. The operative provisions of the Investor’s Rights Agreement became effective at the First Effective Time.”
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Investors’ Rights Agreement“The Investors’ Rights Agreement provides that, for so long as ABH and its affiliates (other than Gryphon and its subsidiaries) beneficially own any shares of our common stock and for so long as any ABTC Class B Investor beneficially owns any shares of our common stock, the ABTC Class B Investors will take all necessary action (including by voting, providing a written consent or proxy and causing the adoption of stockholders’ resolutions) to (i) at each annual meeting of our stockholders or at any meeting of our stockholders at which directors are to be elected or whenever directors are to be elected by written consent, cause the election of the director candidates (if any) designated in writing by ABH, and (ii) at any meeting of our stockholders at which directors are to be removed or whenever members of our board of directors are to be removed by written consent, to cause the removal of any director designated in writing by ABH.”
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Investors’ Rights Agreement“In addition, the Investors’ Rights Agreement provides that, for so long as the ABTC Class B Investor Designee (defined therein) beneficially owns any of our shares, the ABTC Class B Investor Designee will have the right to serve as our director.”
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Investors’ Rights Agreement“The Investors’ Rights Agreement also provides for certain registration rights with respect to the registration of our shares held by the ABTC Class B Investors, including customary demand and “piggy-back” registration rights and contains certain covenants of the ABTC Class B Investors not to compete with our and our subsidiaries businesses, subject to certain exceptions.”
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Advisory Agreement“On March 31, 2025, in connection with the Transactions, Historical ABTC entered into an advisory agreement with Eric Trump, a stockholder of ABTC (the “Advisory Agreement”). The Advisory Agreement provides for Mr. Trump to provide advisory services to ABTC with respect to the development and advancement of our business. Mr. Trump does not receive compensation under the terms of the Advisory Agreement. The Advisory Agreement has an initial term of three years.”
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Director and Officer Indemnification“The certificate of incorporation and bylaws of Historical ABTC provided for indemnification and advancement of expenses for its directors and officers to the fullest extent permitted by the DGCL, subject to certain limited exceptions.”
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Our Related Party Transactions“Other than compensation arrangements for our directors and named executive officers, which are described elsewhere in the “Executive Officer and Director Compensation” section of this proxy statement, and the arrangements described above, the following is a description of transactions to which we have been party in since January 1, 2025 in which the amount involved exceeds $120,000, and in which any of our directors, executive officers, or holders of more than 5% of our outstanding voting securities, or an affiliate or immediate family member thereof, had or would have a direct or indirect material interest. Historical ABTC refers to such transactions as “related party transactions” and such persons as “related parties.” With the approval of the Historical ABTC board of directors, Historical ABTC engaged in the related party transactions described below. In evaluating the transactions, Historical ABTC believed the terms obtained or consideration that Historical ABTC paid or received, as applicable, in connection with the transactions described below were comparable to terms available or the amounts that would be paid or received, as applicable, from unaffiliated third parties.”
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Our Related Party Transactions“Other than as described above or below, there have been no transactions since the Business Combination to which we were a party or will be a party, in which (i) the amounts involved exceeded or will exceed $120,000; and (ii) any of our directors, executive officers, or holders of more than 5% of our capital stock, or any member of the immediate family of, or person sharing the household with, the foregoing persons, had or will have a direct or indirect material interest.”
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Class B Common Stock Purchase“On December 30, 2025, pursuant to the Investor Rights Agreement, our and Hut 8’s board of directors each consented to the purchase of 23,199,205 shares of our Class B common stock by a limited liability company (the “LLC Purchaser”) for a purchase price of $1.40 per share. Asher Genoot, our Executive Chairman and Hut 8’s Chief Executive Officer and director, and Michael Ho, our Chief Executive Officer and director and Hut 8’s Chief Strategy Officer and director, solely manage and control the LLC Purchaser and have an indirect financial interest therein in the form of a profit share interest in one of its members.”
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Director and Officer Indemnification and Insurance“We have entered into indemnification agreements with all of our directors and executive officers and purchased directors’ and officers’ liability insurance. The indemnification agreements and our Bylaws require us to indemnify our directors and officers to the fullest extent permitted by applicable law.”
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Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗
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