Gryphon Digital Mining took a big step towards its objective of appearing on Nasdaq. They were able to do this through an honestly brilliant and strategic merger with American Bitcoin. The business recently submitted an amended Registration Statement to the Securities and Exchange Commission (SEC). This filing consists of a definitive preliminary proxy statement and prospectus. This particular filing underscores Gryphon’s commitment to regulatory compliance. This would demonstrate their commitment to transparency to the many stakeholders watching them finalize the merger and debut onto public markets.

The amended Registration Statement includes information members need regarding the proposed transaction, including its terms, expected benefits and risks. Gryphon’s stockholders will soon receive a definitive Proxy Statement/Prospectus, which will solicit their approval of the proposed transaction. The new document will allow them to meaningfully weigh the costs and benefits of the proposed merger.

Gryphon Digital Mining's pursuit of a Nasdaq listing via a merger with American Bitcoin represents a noteworthy development in the cryptocurrency mining sector. The merger will provide Gryphon with much greater access to capital. It can increase transparency and improve perception in the capital markets. These factors in a rapidly changing transportation landscape are necessary for the company’s long-term growth and success.

Gryphon Digital Mining recently filed its Annual Report on Form 10-K for the year ended December 31, 2024. They filed this comment letter with the SEC on March 31, 2025. This report offers a comprehensive overview of the company's financial performance, operational activities, and strategic initiatives throughout the fiscal year. Investors and stakeholders can gain valuable insights into Gryphon's business model and its ability to generate revenue and manage expenses.

Our Annual Report includes our audited financial statements. It additionally contains management’s discussion and analysis of financial condition, results of operations and disclosures regarding significant risks and uncertainties. Together, these disclosures provide a complete picture of the company’s fiscal integrity. They further illustrate how the company is meeting various market and operational challenges.

Gryphon has filed its definitive proxy statement for the 2024 annual meeting of stockholders with the SEC. We hope that this event happens on August 7, 2024. This guide serves to explain what you should look for and how you should vote at your annual meeting. Here, you’ll get information on electing directors, ratifying the company’s independent auditors, and more corporate governance concerns. We urge our stockholders to read the proxy statement in its entirety and in advance of voting their shares.

The proxy statement provides a window into the firm’s approach to executive compensation. It addresses related‐party transactions and other topics that stockholders find relevant and interesting. By making this information available, Gryphon welcomes transparency and accountability to corporate governance through the informed public participation of its corporate governance standards.

On April 21, 2025 Gryphon Digital Mining filed its definitive proxy statement with the SEC. This declaration applies to the special meeting of stockholders tentatively set for 2025. This special meeting has been called for the limited purpose of obtaining stockholder approval of the proposed merger with American Bitcoin. The merger agreement is more thoroughly described in the proxy statement. It emphasizes the strategic rationale, benefits, and risks of the transaction as well as Gryphon’s board of directors recommendation.

We encourage stockholders to read the proxy statement closely and vote based on what they believe is best for stockholders. The fate of the proposed merger plan will be determined at the special meeting. If it does, Gryphon might be one step closer to realizing its dream of listing on Nasdaq.

Gryphon Digital Mining’s most recent annual report on Form 10-K for the fiscal year ended December 31, 2024, contains additional factors that could cause results to differ materially. Here are just a few of the factors that drive the cryptocurrency mining industry. These are all external factors such as the volatility of Bitcoin prices, government regulation, technological changes, and competition in the market.

Each of these risk factors need to be carefully considered by potential investors in assessing Gryphon’s business and investment prospects. Together with American Bitcoin, we can bring tremendous value. We need to take into account the significant risks that are inherent in the crypto industry and that FTX operated under unique business practices.

Gryphon Digital Mining has recently filed a C-Registration Statement. This will provide for the registration of the Class A common stock to be issued for the proposed transaction. This registration is an important formality in getting their merger deal completed and ultimately listed on Nasdaq. The accompanying Prospectus contains additional information about the company’s business, financial condition, and management team.

The Class A common stock to be issued as part of the merger will be ownership in the merged company. Investors who acquire these shares will have the opportunity to participate in the potential growth and success of the merged entity.

This document is intended to be a highly informative and valuable resource for stockholders and prospective investors alike. It provides information about the proposed merger, the parties to the merger and the securities being offered.

Our Proxy Statement/Prospectus provides you with a detailed description of the most important terms of the merger agreement. It includes other key information like the exchange ratio, the expected date of closing and what needs to happen in order for them to complete their merger. The one-pager wrapped context around the procedural background of the merger. In addition, it details the justification for the merger and draws attention to its expected beneficial and harmful effects.

Gryphon Digital Mining intends to file additional documents regarding the proposed transaction with the SEC. Subsequent filings might include amendments to the Registration Statement. They might include joint forms of supplements to the Proxy Statement/Prospectus and notices of progress of the merger. Marketplace investors and stockholders are encouraged to check the SEC website frequently for any updates or new filings regarding the transaction.

These new files would be highly informative about the proposed merger. Perhaps most importantly, they can show what it would mean for Gryphon’s corporate wellbeing and bottom line. By keeping abreast of this evolving landscape, investors will be better equipped to understand the sustainability of their investments.

Additionally, Gryphon’s directors and executive officers own significant amounts of Gryphon common stock. You can read more about this unique ownership in these detailed registrations filed with the SEC. Taken together, these disclosures shed light on the alignment—or misalignment—of interests between a public company’s management team and its stockholders. Investors can use this information to assess the incentives of the company's leadership and their commitment to creating long-term value.

These filings typically list the number of shares each director and executive officer currently holds. They provide details on all of their options, or other equity-based awards, that they hold. This information is already publicly disclosed in a company’s proxy statements, annual reports or other SEC filings.

Information regarding Gryphon’s related person transactions are set forth in Gryphon’s filings with the SEC. These transactions typically have been characterized by a formal agreement with the directors, officers or principal stockholders. Moreover, they are ultimately subject to Securities and Exchange Commission scrutiny to protect against favoritism toward the company or its shareholders. To ensure transparency and guard against conflicts of interest, the SEC requires companies to publicly disclose these transactions.

Usually, these disclosures explain the character of the transaction. Further, they introduce the dollar figure and detail what the deal would encompass and terms of the agreement. Investors should be rigorously scrutinizing these disclosures. This information will allow them to determine the impact of related-party transactions on the company’s financial position and performance.

American Bitcoin and Gryphon plan to file additional relevant materials with the SEC regarding the proposed transaction. Such filings might be joint proxy statements, registration statements and other merger-related documents. Investors are advised to monitor the SEC website for subsequent filings related to the transaction. This will enable them to track the merger’s progress through the courts and any modifications to the original terms.

These additional documents may provide further insights into the strategic rationale for the merger and its potential benefits for both companies. By keeping a close eye on these developments, investors can better position themselves to take advantage of new investment opportunities.

A copy of Gryphon’s amended Registration Statement is available here on the SEC website. This analysis provides an in-depth perspective on the routers proposed merger. It looks at how this merger may impact Gryphon’s operations and fiscal wellbeing. Investors can access the Registration Statement by visiting the SEC's website and searching for Gryphon Digital Mining's filings.

The amended Registration Statement includes a larger variety of information about the terms of the merger agreement. In this report, we outline the history of the merger, as well as the expected risks and benefits. It also contains financial statements and other disclosures about Gryphon and American Bitcoin.

Some of Gryphon Digital Mining’s directors, executive officers and employees are expected to be involved in the solicitation of proxies. To that end, they are deeply engaged in this process. These people directly engage in public relations on behalf of stockholders. Under these terms, their objective is to get enough stockholders to vote in favor of the proposed merger. The SEC requires companies to disclose who these players are. They should be required to disclose their conflicts of interest related to the merger, to foster transparency and fairness.

Read more about these unusual participants and their merger ambitions in the Proxy Statement/Prospectus. This letter has been filed with the SEC as part of those comments. This report sheds light on who owns Gryphon common stock. Importantly, it describes any consumer benefit they plan on achieving and even lists ways they expect to save consumers money through the merger.

Gryphon’s stockholders will receive the definitive Proxy Statement/Prospectus to solicit their approval of the proposed transaction. This agreement provides shareholders with the important facts. It gives them the tools they need to make educated, rational decisions to vote in favor of the merger. The Proxy Statement/Prospectus will contain important information about the merger agreement, including a detailed explanation of its terms. It will present the rationale for the proposed merger, including potential risks and benefits.

Stockholders of BlueLinx and stockholders of Intrepid are urged to read the Proxy Statement/Prospectus carefully when it becomes available. They urge all shareholders to speak with their financial advisors if they have further questions or concerns about the deal.

Gryphon Digital Mining’s Registration Statement has not yet gone effective, and the information contained therein is still subject to change. Additionally, the SEC hasn’t yet approved the Registration Statement. That even includes potentially making improvements or alterations to the content of the document before it becomes final. It’s critical information for investors to be aware of. They should not be limited to just the statements made in the Registration Statement when deciding how to invest their money.

The SEC’s review process is supposed to be a second line of defense, making sure that the information investors are provided with is completely accurate and detailed. Once the Registration Statement is declared effective, Gryphon will be free to close the merger transaction and the anticipated listing on Nasdaq.

A possible merger between Gryphon Digital Mining and American Bitcoin would be the first step towards creating America’s first publicly traded bitcoin mining corporation. Gryphon is continuing to move through the regulatory and stockholder approval process. Yet at the same time, the company remains laser-focused on achieving their strategic priorities and long-term vision. Depending on the outcome of this proposed transaction, either way, Gryphon and their digital asset industry peers are watching closely as it will have far-reaching implications.

The company further demonstrates its dedication to positive and transparent disclosure through quarterly SEC filings. That investment is crucial to keeping current and potential investors’ confidence and ensuring healthy growth for all. As the merger process progresses, stakeholders will be looking to see how developments shake out. They’re going to assess how these shifts might impact Gryphon’s long-term outlook and opportunities.