American Bitcoin Corp. 8-K

What Happened

• American Bitcoin Corp. filed a Form 8-K (filed July 6, 2026) reporting a Certificate of Amendment to its Delaware charter to effect a 1-for-15 reverse stock split, which became effective July 2, 2026. The Board approved the reverse split (within a 1-for-5 to 1-for-40 range previously authorized by shareholders at the June 22, 2026 annual meeting). The company issued a press release on July 1, 2026 and its Class A common stock began trading on a reverse-split-adjusted basis on July 6, 2026 under the existing ticker “ABTC” with a new CUSIP 02462A203.

Key Details

• Outstanding shares reduced from 1,092,295,800 total issued shares (360,070,897 Class A; 732,224,903 Class B) to approximately 73 million total shares (≈24 million Class A; ≈49 million Class B), subject to rounding for fractional shares.
• No fractional shares will be issued. Holders entitled to fractional shares will receive a cash payment equal to their pro rata share of sale proceeds (net of broker costs) from the transfer agent.
• Authorized share counts and par values were not reduced; proportionate adjustments will be made to equity awards and to the number of Class A shares issuable upon exercise of outstanding warrants (and, for certain warrants, to their per-share exercise prices) per the applicable agreements.
• Company reported this change under Item 5.03 (charter amendment) and disclosed related press release (Item 8.01) in the 8-K.

Why It Matters

• The reverse split reduces the number of shares outstanding and increases the per‑share price mathematically but does not materially change any stockholder’s percentage ownership or voting power (except for small rounding effects from fractional-share cash-outs).
• Investors should note administrative impacts: adjusted holdings in brokerage accounts, a new CUSIP, cash-in-lieu payments for fractional shares, and proportionate changes to option/warrant economics. These are operational changes, not new capital or business transactions.