American Bitcoin Corp.

There have been no material changes from the risk factors set forth in those described in the Proxy Statement/Prospectus, in Part I, Item 1A, “Risk Factors” in the Annual Report, and in Exhibit 99.4 to the Current Report. The Company is subject to various risks and uncertainties that could materially adversely affect its business, financial condition, results of operations, and the trading price of its Class A common stock. You should carefully read and consider the risks and uncertainties included herein and in the Proxy Statement/Prospectus, in Part I, Item 1A, “Risk Factors” in the Annual Report, and in Exhibit 99.4 to the Current Report, together with all of the other information in the Proxy Statement/Prospectus, the Annual Report, the Current Report, and this Quarterly Report, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Company’s consolidated financial statements and related notes, and other documents that the Company files with the SEC. The risks and uncertainties described in these reports may not be the only ones the Company faces. Additional risk factors not presently known to the Company or that it currently deems immaterial may also impair the Company’s business, financial condition, or results of operations. The factors discussed in these reports, among others, could cause the Company’s actual results to differ materially from historical results and those expressed in forward-looking statements made by it or on its behalf in filings with the SEC, press releases, communications with investors, and oral statements.