---
schema_version: "secwatch.filing_event.v1"
accession: "0001213900-23-049085"
form_type: "8-K"
ticker: "ABTC"
cik: "0001755953"
company_name: "American Bitcoin Corp."
filed_at: "2023-06-15T23:59:59+00:00"
generated_at: "2026-06-14T00:24:42.845443+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

# Akerna sells 1M shares at $0.50 for $500K, amends Gryphon merger to include valuation floor of $115.6M

## Summary
- Issued 1M shares at $0.50/share to MJ Bridge Co., gross proceeds $500K; includes price-adjustment true-up capped at 19.99%.
- Second amendment to Gryphon merger: merger consideration floor set at $115.625M based on closing stock price.
- Convertible note conversion price reduced from $1.20 to $0.50; warrant exercise price reduced from $0.88 to $0.37.
- Compensation committee finalized FY2022 bonuses; CEO Billingsley $157,800 cash bonus; FY2023 targets tied to liquidity and merger price.
- Note holders waived certain rights, including 50% redemption on offering proceeds, extended financing deadline to June 15, 2023.

## SEC filing metadata
- accession: 0001213900-23-049085
- form_type: 8-K
- ticker: ABTC
- cik: 0001755953
- company_name: American Bitcoin Corp.
- filed_at: 2023-06-15T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 1.01, 3.02, 3.03, 5.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1755953/000121390023049085/0001213900-23-049085-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1755953/000121390023049085/ea180415-8k425_akerna.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-23-049085
- JSON: https://secwatch.observer/filing/0001213900-23-049085.json
- Plain text: https://secwatch.observer/filing/0001213900-23-049085.txt

## Key facts
- Material Agreements
  American Bitcoin Corp. entered into Securities Purchase Agreement with a private investor valued at gross proceeds of $500,000.00 (effective 2023-06-14).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: a private investor
  - Value: gross proceeds of $500,000.00
  - Effective: 2023-06-14
  source text: On June 14, 2023, Akerna Corp. (the " Company ") entered into a securities purchase agreement (the " Securities Purchase Agreement ") with a private investor (the " Investor ") pursuant to which the Company issued and sold to the Investor an aggregate of 1,000,000 shares of common stock of the Company (" Shares ") at an issue price of $0.50 per Share (the " Per Share Price "), for gross proceeds of $500,000.00 (the " Share Purchase Price ").
  evidence_url: https://www.sec.gov/Archives/edgar/data/1755953/000121390023049085/0001213900-23-049085-index.htm
- Material Agreements
  American Bitcoin Corp. amended Second Amendment with Gryphon (effective 2023-06-14).
  - Action: amendment
  - Agreement: merger
  - Counterparty: Gryphon
  - Effective: 2023-06-14
  source text: On June 14, 2023, in coordination with entering into the Securities Purchase Agreement, the Company and Gryphon entered into a second amendment to the Merger Agreement (the " Second Amendment ").
  evidence_url: https://www.sec.gov/Archives/edgar/data/1755953/000121390023049085/0001213900-23-049085-index.htm
- Material Agreements
  American Bitcoin Corp. entered into Registration Rights Agreement with a private investor (effective 2023-06-14).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: a private investor
  - Effective: 2023-06-14
  source text: Pursuant to the Securities Purchase Agreement, the Company entered into a registration rights agreement (the " Registration Rights Agreement "), requiring the Company to register the Shares and any True-Up Shares under the U.S. Securities Act.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1755953/000121390023049085/0001213900-23-049085-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.