Michael Ho
About Michael Ho
Michael Ho, 32, is Chief Executive Officer (CEO) and a Class III director of American Bitcoin Corp. (formerly Gryphon Digital Mining, Nasdaq: ABTC) following the September 3, 2025 merger closing; he previously served as Executive Chairman of “Historical ABTC,” Chief Strategy Officer and a director of Hut 8, and earlier as Co‑founder/CEO of U.S. Data Mining Group (USBTC) . He is a serial entrepreneur with experience in digital asset mining since 2014 and in structured financings and international trade, having led businesses in automotive and trade prior to crypto mining; formal education details are not disclosed in filings reviewed . The company is now a controlled company under Nasdaq rules, with governance features and related-party agreements that concentrate influence; no TSR/revenue performance metrics specific to Ho are disclosed in the cited filings .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| American Bitcoin Corp. (ABTC, post-merger) | Chief Executive Officer; Class III Director | Appointed Sept 3, 2025 | Transition CEO role at closing; part of reconstituted 5‑member board |
| American Bitcoin Corp. (Historical ABTC) | Executive Chairman; Director | Mar 2025 – Sept 2025 (to Closing) | Led pre‑merger strategy and governance ahead of combination with Gryphon |
| Hut 8 Corp. | Chief Strategy Officer; Director | Since Hut 8/USBTC business combination (date not specified) | Strategic leadership and board role at controlling stockholder of ABTC |
| U.S. Data Mining Group, Inc. (USBTC) | Co‑founder; Chief Executive Officer; Chairman | Dec 2020 – until business combination with Hut 8 | Built large‑scale digital asset mining operations; foundation for later Hut 8 roles |
| Vancouver Motorcars Ltd. (formerly Advant Automotive Inc.) | Chief Executive Officer | Jan 2012 – Apr 2015 | Led automotive business operations |
| MKH International Ltd. | Chief Executive Officer | Jul 2015 – Dec 2018 | Specialized in currencies, international trade, structured financings, equity structuring |
| Digital asset mining initiatives | Founder/operator | Mining since 2014; facilities since 2017 | Set up businesses procuring, managing, selling turnkey mining facilities |
External Roles
| Organization | Role | Years/Status | Notes |
|---|---|---|---|
| Hut 8 Corp. | Chief Strategy Officer; Director | Current | Listed among Hut 8 executives/directors; business address Miami, FL |
| U.S. Data Mining Group, Inc. (USDMG) | Director | Current | Executives/directors listed alongside Hut 8 personnel |
| American Bitcoin Holdings LLC (ABH) | Chief Strategy Officer (Hut 8 subsidiary) | Current | Entity that holds controlling Class B stake in ABTC |
Board Governance
- Board service: At closing, ABTC set board size at five; Michael Ho appointed a Class III director (with Justin Mateen also Class III; Richard Busch and Michael Broukhim Class II; Asher Genoot Class I) .
- Committees: Audit committee members are Michael Broukhim (Chair), Justin Mateen, and Richard Busch; Ho is not listed on the audit committee .
- Independence/controlled status: ABTC qualifies as a “controlled company” under Nasdaq rules and intends to rely on exemptions from having independent compensation and nominating committees; Ho is a management (non‑independent) director and also the CEO .
Fixed Compensation
- As of the merger closing disclosure, no base salary, target bonus, or cash retainer terms for Michael Ho were disclosed in the cited 8‑K or S‑4 filings; ABTC did enter into standard officer/director indemnification agreements at closing (see Employment Terms) .
Performance Compensation
- No disclosures found in the cited 8‑K/S‑4 regarding Ho’s RSU/PSU grant values, option awards, performance metric weightings, or vesting schedules as of the September 2025 closing .
Equity Ownership & Alignment
| Holder | Security class | Shares | Voting power implication | Notes |
|---|---|---|---|---|
| American Bitcoin Holdings LLC (ABH, Hut 8 subsidiary) | Class B Common | 585,779,924 | ~80% of total voting power at closing (10,000 votes/share) | Issued as merger consideration; each Class B converts 1:1 into Class A |
| Public & others | Class A Common | 159,537,377 | 1 vote/share | Outstanding at closing |
| Total outstanding (all classes) | Class A + Class B | 908,588,140 | N/A | Outstanding immediately after the Mergers |
| Michael Ho (individual) | Common Stock (beneficial ownership) | Not disclosed as a personal beneficial owner | N/A | Schedule 13D states covered persons (incl. Ho) did not beneficially own ABTC Class A, except as disclosed; control resides with ABH |
- Pledging/hedging: The company disclosed no arrangements known to it, including any pledge that may later result in a change in control; ABH’s stake creates controlled company status .
Employment Terms
| Provision | Key terms | Source |
|---|---|---|
| Indemnification & advancement | Company entered into indemnification agreements with each director and officer at closing; advancement of expenses and broad indemnification to fullest extent under Delaware law | |
| Officer/director exculpation | Charter eliminates monetary liability of directors/officers to fullest extent permitted by DGCL; indemnification and advancement rights codified (Article VIII–IX) | |
| Exclusive forum | Delaware Court of Chancery as exclusive forum for internal affairs claims; federal courts for Securities Act claims | |
| Controlled company exemptions | ABTC intends to rely on Nasdaq “controlled company” exemptions for compensation and nominations committees | |
| Corporate opportunity waiver | Charter renounces corporate opportunities in favor of Class B holders and their affiliates (including Hut 8 and ABH) except when expressly offered solely to an ABTC officer/director in that capacity | |
| Reverse split and recap | 5:1 reverse split effective Sept 2, 2025; reclassified common into multi‑class A/B/C with disparate voting (B=10,000 votes; C=10 votes) |
Related-Party Transactions (governance red flags)
| Agreement | Counterparty (affiliate) | Key financial/structural terms | Signatories | Source |
|---|---|---|---|---|
| Master Colocation Services Agreement | US Data Mining Group, Inc. (USDMG, Hut 8 affiliate) | Service fee: $1.25 per kW of contracted power per month (unless otherwise in Service Order) | Asher Genoot (USDMG President); Michael Ho (ABTC Executive Chairman) | |
| Master Management/Services Agreements (including “Services Agreement”) | USDMG (Hut 8 affiliate) | Management, operations, treasury, finance, HR, IT, legal services; detailed schedules | Asher Genoot; Michael Ho | |
| Exclusivity Agreement | Hut 8 Corp. | ABTC exclusivity re: certain transactions; Hut 8 affiliations as third‑party beneficiaries | Asher Genoot (Hut 8 CEO); Michael Ho (ABTC Executive Chairman) | |
| Put Option Agreement | Zephyr Infrastructure LLC | Put option arrangements related to infrastructure | Asher Genoot; Michael Ho |
These related‑party agreements were executed pre‑closing by ABTC (then “Historical ABTC”) and Hut 8 affiliates with Michael Ho signing for ABTC, creating ongoing affiliate relationships post‑merger .
Risk Indicators & Red Flags
- Controlled company with dual‑class voting: ABH holds ~80% voting power via 585.8M Class B shares (10,000 votes/share), enabling control over elections and key decisions; ABTC plans to rely on “controlled company” exemptions for committee independence .
- Corporate opportunity waiver: Charter waives corporate opportunities for holders of Class B and their affiliates (Hut 8/ABH), elevating potential conflicts between controller and minority shareholders .
- Related‑party operations: Multiple services/colocation/exclusivity agreements with Hut 8 affiliates, signed by Ho for ABTC, create ongoing affiliate dependence and potential transfer‑pricing/terms‑of‑trade scrutiny .
- Dual role (CEO + director): Concentrates authority; while common, in a controlled company setting it can exacerbate independence and oversight concerns (committees partly exempt) .
- Pledging/change of control: Company disclosed no known pledges that could cause future changes in control beyond controller’s stake; nevertheless, controller can modify strategy/capital structure with limited minority input .
Investment Implications
- Alignment and retention: Ho’s personal ABTC equity ownership was not disclosed; control is exercised by ABH (Hut 8), not by Ho individually, which can diminish direct CEO equity alignment but strengthen controller‑backed continuity and resources .
- Governance and minority risk: Controlled company status, corporate opportunity waiver in favor of the controller, and related‑party service frameworks suggest elevated governance and related‑party risk—key for discounting, covenant diligence, and activism probabilities .
- Execution focus: Ho’s track record in building mining operations (USBTC) and his roles at Hut 8 imply operational know‑how; however, performance‑linked pay metrics, severance/CIC terms, and ownership guidelines for Ho are not disclosed yet—watch the next proxy for pay‑for‑performance structure and equity grants .
- Liquidity/control overhang: Dual‑class and controller concentration can affect index eligibility, float dynamics, and valuation; monitor any Class B conversions and future affiliate transactions for dilution and cash‑flow impacts .
Note: Where items (e.g., salary, bonus targets, PSU metrics, severance/CIC economics) are not cited above, they were not disclosed in the referenced ABTC/Gryphon 8‑K, S‑4/S‑4A, DEF 14A, or 10‑K filings reviewed as of September 2025 .