American Bitcoin (ABTC) Proxy filing summary

Executive summary

• A special virtual meeting is scheduled for May 24, 2025, to vote on five key proposals affecting capital structure, board governance, and financing arrangements.

• The board recommends voting in favor of all proposals, which include increasing authorized shares, a reverse stock split, board declassification, approval of share issuance related to debt agreements, and potential adjournment.

• The meeting will be held online, with voting available by proxy, phone, or internet for shareholders of record as of April 11, 2025.

• Forward-looking statements in the proxy highlight risks and uncertainties, especially regarding capital needs and Nasdaq listing compliance.

Voting matters and shareholder proposals

• Proposal 1: Increase authorized common stock from 150M to 500M shares to support financing and operational needs.

• Proposal 2: Authorize a reverse stock split at a ratio between 1:2 and 1:40, to be determined by the board within one year, aimed at regaining Nasdaq compliance.

• Proposal 3: Declassify the board, moving from staggered three-year terms to annual elections for all directors starting in 2025.

• Proposal 4: Approve issuance of shares exceeding 20% of outstanding stock in connection with Anchorage Lending agreements, as required by Nasdaq rules.

• Proposal 5: Allow adjournment of the meeting if insufficient proxies are received for any proposal.

Board of directors and corporate governance

• The board currently operates under a classified structure but proposes declassification to enhance accountability and align with investor preferences.

• If approved, all directors will be elected annually, and vacancies will be filled until the next annual meeting.