American Bitcoin Corp.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

American Bitcoin Corp.

April 27, 2026

Dear Stockholder,

We cordially invite you to attend our 2026 Annual Meeting of Stockholders, to be held on Monday, June 22, 2026, at 10:00 a.m. (Eastern Time) at www.virtualshareholdermeeting.com/ABTC2026.

The Notice of Annual Meeting of Stockholders and the proxy statement that follow describe the business to be conducted at the meeting.

Your vote is important. We encourage you to submit your votes in advance of the meeting, whether or not you plan to attend the meeting.

Sincerely,

/s/ Michael Ho

Michael Ho

Chief Executive Officer

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Meeting Date: Monday, June 22, 2026

Time: 10:00 a.m. (Eastern Time)

Place: www.virtualshareholdermeeting.com/ABTC2026

We are holding our 2026 Annual Meeting of Stockholders for the following purposes, which are described in more detail in the proxy statement:

to elect Asher Genoot as the Class I director for a three-year term of office expiring at the 2029 Annual Meeting of Stockholders and until his successor has been duly elected and qualified, or until his earlier death, resignation, or removal;

to ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026;

the approval of an amendment to our amended and restated certificate of incorporation, as amended, to effect, at the discretion of our board of directors, a reverse stock split with respect to our outstanding shares of common stock at a ratio within a range of 1-for-5 to 1-for-40 (or any number in between), with the ratio within such range to be determined at the discretion of our board of directors, without reducing the authorized number of shares of our common stock; and

to transact any other business as may properly come before the meeting and any adjournment or postponement thereof.

Only stockholders of record as of the close of business on April 23, 2026 will be entitled to attend and vote at the Annual Meeting.

We will furnish our proxy materials over the Internet as permitted by the rules of the U.S. Securities and Exchange Commission. As a result, we are sending to certain of our stockholders a Notice of Internet Availability of Proxy Materials rather than a full paper set of the proxy materials. Such notice contains instructions on how to access our proxy materials on the Internet, as well as instructions on how stockholders may obtain a paper copy of the proxy materials. This process will reduce the costs and environmental impact associated with printing and distributing our proxy materials. We expect to mail this notice and our proxy materials on or about April 27, 2026.

Your vote is important. We encourage you to vote by proxy in advance of the Annual Meeting, whether or not you plan to attend the meeting. The Notice of Internet Availability of Proxy Materials includes instructions on how to vote, including by Internet and telephone. If you hold your shares through a brokerage firm, bank, broker-dealer or other similar organization, please follow their instructions.

By Order of the Board of Directors,

/s/ Asher Genoot

Asher Genoot

Executive Chairman

April 27, 2026

Miami, Florida

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON JUNE 22, 2026.

The Company’s Proxy Statement and Annual Report

are also available at www.proxyvote.com.