KERN / Akerna Corp. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

FORM 8-K Item 2.02 Results of Operations and Financial Condition. Item 9.01 Financial Statements and Exhibits.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 06, 2026 American Bitcoin Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39096 83-2242651 (State or Other Jurisdiction of Incorporation) (Commission Fil

Item 1. Financial Statements Item 3: Quantitative and Qualitative Disclosures About Market Risk Item 4. Controls and Procedures Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Item 3. Defaults Upon Senior Securities Item 4. Mine

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 00

American Bitcoin Corp. Consolidated and Combined Statements of Operations and Comprehensive (Loss) Income (in USD thousands, except share and per share data)

American Bitcoin Reports First Quarter 2026 Results Grew Strategic Reserve to Over 7,000 Bitcoin, a ~30% Increase in a Single Quarter, While Maintaining ~52% Mining Gross Margin Despite Bitcoin’s ~22% Decline MIAMI, FL, May 6, 2026 (PR NEWSWIRE) – American Bitcoin Corp.

ARS

2025 ANNUAL REPORTUNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-390

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. )

Table of Contents 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. ) Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14

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. )

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. ) Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

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. )

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. ) Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box: ý Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

AMERICAN BITCOIN CORP. INSIDER TRADING POLICY ADOPTED SEPTEMBER 3, 2025

Exhibit 19.1 AMERICAN BITCOIN CORP. INSIDER TRADING POLICY ADOPTED SEPTEMBER 3, 2025 I. PURPOSE In the course of conducting the business of American Bitcoin Corp. (together with its subsidiaries, the “Company”), you may come into possession of material information about the Company or other entities that is not available to the investing public (referenced herein as “material nonpublic information

AMERICAN BITCOIN CORP. CLAWBACK POLICY

Exhibit 97.1 AMERICAN BITCOIN CORP. CLAWBACK POLICY This Clawback Policy (the “Policy”) applies as of the Effective Date to the Executive Officers of American Bitcoin Corp. (the “Company”). Adopted by the Company’s Board of Directors (the “Board”) on September 3, 2025. I. Definitions For purposes of this Policy, the following definitions shall apply: (a) “Company Group” means the Company and each

Note 3. Business combination As described in Note 1, on May 9, 2025, Gryphon, Merger Sub Inc., Merger Sub LLC, and Historical ABTC entered into the Merger Agreement. On September 3, 2025, in accordance with the terms of the Merger Agreement, among ot

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-390

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of the Registrant The following is a list of subsidiaries of the Registrant, omitting subsidiaries which, considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary of the Registrant as of December 31, 2025: Company Name Place of Formation AMERICAN BITCOIN OPERATING LLC Delaware All of the above listed subsidiaries have been consolid

* * * * *

Exhibit 10.3 Matt Prusak [REDACTED] Dear Matt, On behalf of American Bitcoin Corp. (the “Company”), we are delighted to memorialize the terms of our offer to employ you in the position of Chief Executive Officer of the Company, which employment and the compensation and benefits terms set forth below were effective as of March 31, 2025 (the “Start Date”). This document formally conveys specifics of

American Bitcoin Corp. Combined Statements of Operations and Comprehensive (Loss) Income (in USD thousands, except share and per share data)

American Bitcoin Reports Fourth Quarter and Full Year 2025 Results Mined Bitcoin at a 53% Discount to Purchasing at the Market Spot Price in Q4 2025, Reinforcing Structural Cost Advantage MIAMI, FL, February 26, 2026 (PR NEWSWIRE) – American Bitcoin Corp.

FORM 8-K Item 2.02 Results of Operations and Financial Condition. Item 9.01 Financial Statements and Exhibits.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2026 American Bitcoin Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39096 83-2242651 (State or Other Jurisdiction of Incorporation) (Commissio

Calculation of Filing Fee Tables Form S-8 AMERICAN BITCOIN CORP. Table 1: Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Tables Form S-8 AMERICAN BITCOIN CORP. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Class A Common Stock, par value $0.0001 per share Other 20,000,000 — — 0.00013810 — 2 Equity

As filed with the Securities and Exchange Commission on February 6, 2026

As filed with the Securities and Exchange Commission on February 6, 2026 Registration No.

AMENDED AND RESTATED AMERICAN BITCOIN CORP. 2025 OMNIBUS INCENTIVE PLAN

AMENDED AND RESTATED AMERICAN BITCOIN CORP. 2025 OMNIBUS INCENTIVE PLAN 1. General. 1.1 Purpose. The purposes of the Plan are to attract and retain the best available personnel for the Company and its Affiliates, to provide additional incentives to such personnel and to promote the success of the business of the Company and its Affiliates. Capitalized terms not defined in the text are defined in S

FORM 8-K Item 2.02 Results of Operations and Financial Condition. Item 9.01 Financial Statements and Exhibits.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2025 American Bitcoin Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39096 83-2242651 (State or Other Jurisdiction of Incorporation) (Commissio

Item 1. Financial Statements Note 3. Business combination As described in Note 1, on May 9, 2025, Gryphon, Merger Sub Inc., Merger Sub LLC, and Historical ABTC entered into the Merger Agreement. On September 3, 2025, in accordance with the terms of

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

American Bitcoin Corp. Condensed Combined Statements of Operations and Comprehensive Income (Loss) (in USD thousands, except share and per share data)

American Bitcoin Reports Third Quarter 2025 Results MIAMI, FL, November 14, 2025 (PR NEWSWIRE) – American Bitcoin Corp.

Q3 2025: American Bitcoin highlights Note: (1) American Bitcoin acquires Bitcoin through a combination of Bitcoin mining operations and purchases executed at prevailing market prices, primarily funded through proceeds generated under the American Bit

Q3 2025: American Bitcoin highlights Note: (1) American Bitcoin acquires Bitcoin through a combination of Bitcoin mining operations and purchases executed at prevailing market prices, primarily funded through proceeds generated under the American Bitcoin at-the-market (“ATM”) equity offering program, pursuant to which the company issued 11,017,341 shares of Class A Common Stock for gross proceeds of approximately $90.

FORM 8-K Item 8.01 Other Events. Item 9.01 Financial Statements and Exhibits.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 04, 2025 American Bitcoin Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39096 83-2242651 (State or Other Jurisdiction of Incorporation) (Commissio

September 23, 2025

7915 FM 1960 West, Ste. 220 Houston, TX 77070 September 23, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549-7561 Dear Sirs: We have read American Bitcoin Corp.’s statements included under Item 4.01 of its Form 8-K dated September 19, 2025, and are in agreement with the statements contained therein concerning our firm in response to Item 304(a) of Regulation S-K. We

FORM 8-K Item 4.01 Changes in Registrant’s Certifying Accountant. Item 9.01 Financial Statements and Exhibits.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 19, 2025 American Bitcoin Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39096 83-2242651 (State or Other Jurisdiction of Incorporation) (Commissi

Report of Independent Registered Public Accounting Firm

Exhibit 99.6 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of American Bitcoin Corp. Opinion on the Financial Statements We have audited the accompanying combined balance sheets of American Bitcoin Corp. (the “Company”) as of December 31, 2024 and 2023, and the combined related statements of operations, comprehensive income (loss), equity, and c

ABTC Management’s Discussion and Analysis of Financial Condition and Results of Operations

Exhibit 99.2 ABTC Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis of the financial condition and results of operations of American Bitcoin Corp., a Delaware corporation (“ABTC”), should be read together with the consolidated condensed and combined financial statements and the related notes of ABTC and the other financial i

American Bitcoin Corp. Shares of Class A Common Stock (par value $0.0001 per share) Controlled Equity OfferingSM Sales Agreement

Exhibit 1.1 Execution Version American Bitcoin Corp. Shares of Class A Common Stock (par value $0.0001 per share) Controlled Equity OfferingSM Sales Agreement September 3, 2025 Cantor Fitzgerald & Co. 499 Park Avenue New York, NY 10022 Mizuho Securities USA LLC 1271 Avenue of the Americas, 3rd Floor New York, NY 10020 The Benchmark Company, LLC 150 East 58th Street, 17th Floor New York, NY 10155 B

SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GRYPHON DIGITAL MINING, INC. Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware September 2, 2025

Exhibit 3.2 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GRYPHON DIGITAL MINING, INC. Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware September 2, 2025 Gryphon Digital Mining, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows:

EFFECT

X0101 EFFECT 33 LIVE 2025-09-03 09:00:00 S-3 0001755953 Gryphon Digital Mining, Inc. 333-289278

Amended and Restated Bylaws of American Bitcoin Corp. (a Delaware corporation) Table of Contents

Exhibit 3.4 Amended and Restated Bylaws of American Bitcoin Corp. (a Delaware corporation) Table of Contents Page Article I Corporate Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 Article II Meetings of Stockholders 1 2.1 Place of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Advance Notice of Business to be Brought before a Meeting 2 2.5 Advance Notice of Nominations for Elect

INDEMNIFICATION AGREEMENT

Exhibit 10.1 INDEMNIFICATION AGREEMENT This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and effective as of [●], 2025, by and between American Bitcoin Corp., a Delaware corporation (the “Company”), and [●] (“Indemnitee”). WHEREAS, it is essential to the Company to retain and attract as directors and/or officers the most capable persons available; WHEREAS, Indemnitee is a director and/or o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 3, 2025 American Bitcoin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 3, 2025 American Bitcoin Corp.

Class A Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-289278 PROSPECTUS SUPPLEMENT (To Prospectus Dated September 3, 2025) $2,100,000,000 Class A Common Stock We have entered into a Controlled Equity OfferingSM Sales Agreement (the “sales agreement”) with Cantor Fitzgerald & Co., Mizuho Securities USA LLC, The Benchmark Company, LLC, BTIG, LLC, Canaccord Genuity LLC, Clear Street LLC, Craig-Hallum

Risk FACTORS

Exhibit 99.4 Risk FACTORS Introductory Note References to “we,” “our,” “us” and “ABTC” refer to American Bitcoin Corp. (formerly known as Gryphon Digital Mining, Inc.), together with its subsidiaries. On September 3, 2025, we completed our stock-for-stock merger transactions (the “Mergers”) pursuant to the Agreement and Plan of Merger, dated as of May 9, 2025 (the “Merger Agreement”), by and among

American Bitcoin Corp. Condensed Balance Sheets (in USD thousands, except share and per share data)

Exhibit 99.7 American Bitcoin Corp. Condensed Balance Sheets (in USD thousands, except share and per share data) Condensed Unaudited March 31, 2025 Condensed Combined Audited December 31, 2024 Assets Current assets Deposits and prepaid expenses $ — $ 42,650 Derivative asset — 18,076 Digital assets – pledged for miner purchase — 92,389 Total current assets — 153,115 Non-current assets Digital asset

American Bitcoin Debuts on Nasdaq as “ABTC”

Exhibit 99.1 American Bitcoin Debuts on Nasdaq as “ABTC” Differentiated, pure-play Bitcoin accumulation platform is purpose-built to drive Bitcoin-per-share growth with leading scale and efficiency MIAMI, FL, September 3, 2025 (PR NEWSWIRE) – American Bitcoin Corp. (Nasdaq: ABTC) (“American Bitcoin” or the “Company”), a Bitcoin accumulation platform focused on building America’s Bitcoin infrastruc

CERTIFICATE OF AMENDMENT TO SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GRYPHON DIGITAL MINING, INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware

Exhibit 3.3 CERTIFICATE OF AMENDMENT TO SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GRYPHON DIGITAL MINING, INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware Gryphon Digital Mining, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows:

Description of CAPITAL STOCK

Exhibit 99.5 Description of CAPITAL STOCK Introductory Note References to “we,” “our” and “us” refer to American Bitcoin Corp. (formerly known as Gryphon Digital Mining, Inc.), together with its subsidiaries. On September 3, 2025, we completed our stock-for-stock merger transactions (the “Mergers”) pursuant to the Agreement and Plan of Merger, dated as of May 9, 2025 (the “Merger Agreement”), by a

AMERICAN BITCOIN CORP. CODE OF BUSINESS CONDUCT AND ETHICS ADOPTED SEPTEMBER 3, 2025

Exhibit 14.1 AMERICAN BITCOIN CORP. CODE OF BUSINESS CONDUCT AND ETHICS ADOPTED SEPTEMBER 3, 2025 I. INTRODUCTION At American Bitcoin Corp., we are committed to conducting our business in compliance with the law and the highest standards of ethics and integrity. As part of this commitment, American Bitcoin Corp. requires compliance with this Code of Business Conduct and Ethics (this “Code”) by all

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 2, 2025 American Bitcoin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 2, 2025 American Bitcoin Corp.

CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF GRYPHON DIGITAL MINING, INC.

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF GRYPHON DIGITAL MINING, INC. Gryphon Digital Mining, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows: 1. The name of the Corporation is Gryphon Digital Mining, Inc. 2. The Certificate of Incorporation of the Corporation is amended by adding

Description of American Bitcoin Corp.’s Business

Exhibit 99.3 Description of American Bitcoin Corp.’s Business Introductory Note and Glossary References to “we,” “our,” “us” and “ABTC” refer to American Bitcoin Corp. (formerly known as Gryphon Digital Mining, Inc.), together with its subsidiaries. On September 3, 2025, we completed our stock-for-stock merger transactions (the “Mergers”) pursuant to the Agreement and Plan of Merger, dated as of M

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF GRYPHON DIGITAL MINING, INC.

Exhibit 99.8 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF GRYPHON DIGITAL MINING, INC. Description of the ABTC Transaction On May 9, 2025, Gryphon Digital Mining, Inc., a Delaware corporation (“Gryphon”), GDM Merger Sub I Inc., a Delaware corporation and wholly owned direct subsidiary of Gryphon (“Merger Sub Inc.”), GDM Merger Sub II LLC, a Delaware limited liability company and

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF GRYPHON DIGITAL MINING, INC.

Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF GRYPHON DIGITAL MINING, INC. Description of the ABTC Transaction On May 9, 2025, Gryphon Digital Mining, Inc., a Delaware corporation (“Gryphon”), GDM Merger Sub I Inc., a Delaware corporation and wholly owned direct subsidiary of Gryphon (“Merger Sub Inc.”), GDM Merger Sub II LLC, a Delaware limited liability company and

ABTC Management’s Discussion and Analysis of Financial Condition and Results of Operations

Exhibit 99.1 ABTC Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis of the financial condition and results of operations of American Bitcoin Corp., a Delaware corporation (“ABTC”), should be read together with the consolidated condensed and combined financial statements and the related notes of ABTC and the other financial i

ABTC Management’s Discussion and Analysis of Financial Condition and Results of Operations

Exhibit 99.1 ABTC Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis of the financial condition and results of operations of American Bitcoin Corp., a Delaware corporation (“ABTC”), should be read together with the consolidated condensed and combined financial statements and the related notes of ABTC and the other financial i

Gryphon Digital Mining, Inc. 1180 North Town Center Drive, Suite 100 Las Vegas, Nevada 89144

Gryphon Digital Mining, Inc. 1180 North Town Center Drive, Suite 100 Las Vegas, Nevada 89144 VIA EDGAR September 2, 2025 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Crypto Assets 100 F Street, N.E. Washington, D.C. 20549 Attention: David Gessert Sandra Hunter Berkheimer Re: Gryphon Digital Mining, Inc. Registration Statement on Form S-3 File No. 333-289278 Lad

American Bitcoin Corp. Condensed and Combined Balance Sheets (in USD thousands, except share and per share data)

Exhibit 99.2 American Bitcoin Corp. Condensed and Combined Balance Sheets (in USD thousands, except share and per share data) Unaudited Condensed Audited Condensed Combined June 30, December 31, 2025 2024 Assets Current assets Cash $ 205,925 $ - Deposits and prepaid expenses - 42,650 Derivative asset - 18,076 Digital assets – pledged for miner purchase, current portion - 92,389 Total current asset

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 2, 2025 Gryphon Digital M

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 2, 2025 Gryphon Digital Mining, Inc.

American Bitcoin Corp. Condensed and Combined Balance Sheets (in USD thousands, except share and per share data)

Exhibit 99.2 American Bitcoin Corp. Condensed and Combined Balance Sheets (in USD thousands, except share and per share data) Unaudited Condensed Audited Condensed Combined June 30, December 31, 2025 2024 Assets Current assets Cash $ 205,925 $ - Deposits and prepaid expenses - 42,650 Derivative asset - 18,076 Digital assets – pledged for miner purchase, current portion - 92,389 Total current asset

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 2, 2025 Gryphon Digital M

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 2, 2025 Gryphon Digital Mining, Inc.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF GRYPHON DIGITAL MINING, INC.

Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF GRYPHON DIGITAL MINING, INC. Description of the ABTC Transaction On May 9, 2025, Gryphon Digital Mining, Inc., a Delaware corporation (“Gryphon”), GDM Merger Sub I Inc., a Delaware corporation and wholly owned direct subsidiary of Gryphon (“Merger Sub Inc.”), GDM Merger Sub II LLC, a Delaware limited liability company and

As filed with the Securities and Exchange Commission on August 29, 2025.

As filed with the Securities and Exchange Commission on August 29, 2025. Registration No. 333-289278 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GRYPHON DIGITAL MINING, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or o

Filed by Gryphon Digital Mining, Inc.

Filed by Gryphon Digital Mining, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934 Subject Company: Gryphon Digital Mining, Inc. Commission File No.: 333-287865 Date: August 29, 2025 The following excerpt is from the transcript of an interview with Asher Genoot, Chief Executive Officer of Hut 8 Corp. (“Hu

2

Filed by Gryphon Digital Mining, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934 Subject Company: Gryphon Digital Mining, Inc. Commission File No.: 333-287865 Date: August 6, 2025 The following is an article published on Reuters on August 28, 2025. The article relates to the proposed transaction (the “T

Gryphon Digital Mining Announces Stockholder Approval of Merger Transaction with American Bitcoin

Exhibit 99.1 Gryphon Digital Mining Announces Stockholder Approval of Merger Transaction with American Bitcoin LAS VEGAS, NV, August 29, 2025 (ACCESS Newswire) – Gryphon Digital Mining, Inc. (Nasdaq: GRYP) (the “Company”), an innovative venture in the Bitcoin mining space, today announced that during its Special Meeting of Stockholders held on Wednesday, August 27, 2025, Gryphon stockholders appro

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 27, 2025 GRYPHON DIGITAL MIN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 27, 2025 GRYPHON DIGITAL MINING, INC.

Gryphon Digital Mining, Inc. 1180 N. Town Center Drive, Suite 100 Las Vegas, NV 89144

Gryphon Digital Mining, Inc. 1180 N. Town Center Drive, Suite 100 Las Vegas, NV 89144 VIA EDGAR August 22, 2025 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Crypto Assets 100 F Street, N.E. Washington, D.C. 20549 Attention: David Gessert Sandra Hunter Berkheimer Re: Gryphon Digital Mining, Inc. Registration Statement on Form S-3 Filed August 6, 2025 File No. 33

LETTER

August 21, 2025 Steven Gutterman Chief Executive Officer Gryphon Digital Mining, Inc.

GRYPHON DIGITAL MINING, INC.

PROXY STATEMENT/PROSPECTUS SUPPLEMENT NO. 1 (to Proxy Statement/Prospectus dated July 31, 2025) Filed Pursuant to Rule 424(b)(3) Registration No. 333-287865 GRYPHON DIGITAL MINING, INC. This proxy statement/prospectus supplement No. 1 (this “Supplement”) supplements the proxy statement/prospectus, dated July 31, 2025 (the “Definitive Proxy Statement/Prospectus”), which forms a part of the Registra

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from / to Commission file number 001-39096 GRYPHON DIGITAL MINI

The following are excerpts from the transcipt of the Q2 2025 Earnings Call for Hut 8 Corp. (“Hut 8”) held on August 7, 2025. The excerpts contain only those portions of the transcript relating to discussions of the proposed transaction between Americ

Filed by Hut 8 Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934 Subject Company: Gryphon Digital Mining, Inc. Commission File No.: 333-287865 Date: August 8, 2025 The following are excerpts from the transcipt of the Q2 2025 Earnings Call for Hut 8 Corp. (“Hut 8”) held on August 7, 2025. The excerpts con

The following is a slide excerpted from the Earnings Presenation broadcast during the Q2 2025 Earnings Call for Hut 8 Corp. (“Hut 8”) on August 7, 2025. The excerpt contains only those portions of the Earnings Presentation relating to discussions of

Filed by Hut 8 Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934 Subject Company: Gryphon Digital Mining, Inc. Commission File No.: 333-287865 Date: August 7, 2025 The following is a slide excerpted from the Earnings Presenation broadcast during the Q2 2025 Earnings Call for Hut 8 Corp. (“Hut 8”) on Augu

Form of Amended and Restated Certificate of Incorporation.

Exhibit 3.5 Annex B SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GRYPHON DIGITAL MINING, INC. Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware [•], 2025 Gryphon Digital Mining, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows:

Form of Amended and Restated Bylaws.

Exhibit 3.6 Annex I Amended and Restated Bylaws of American Bitcoin Corp. (a Delaware corporation) Table of Contents Annex I Page No. ARTICLE I Corporate Offices I-1 1.1 Registered Office I-1 1.2 Other Offices I-1 ARTICLE II Meetings of Stockholders I-1 2.1 Place of Meetings I-1 2.2 Annual Meeting I-1 2.3 Special Meeting I-1 2.4 Advance Notice of Business to be Brought before a Meeting. I-1 2.5 Ad

Filing fee table.

Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-3 Gryphon Digital Mining, Inc. Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Class A

Hut 8 Subsidiary American Bitcoin Announces Commencement of Gryphon Stockholder Voting on Go-Public Transaction

Filed by Hut 8 Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934 Subject Company: Gryphon Digital Mining, Inc. Commission File No.: 001-39096 Date: August 6, 2025 On August 6, 2025, Hut 8 Corp. issued the following press release. Hut 8 Subsidiary American Bitcoin Announces Commencement of Gryphon Stockho

Combined Financial Statements of American Bitcoin Corp.

Exhibit 99.1 American Bitcoin Corp. Condensed Balance Sheets (in USD thousands, except share and per share data) Condensed Unaudited March 31, 2025 Condensed Combined Audited December 31, 2024 Assets Current assets Deposits and prepaid expenses $ — $ 42,650 Derivative asset — 18,076 Digital assets – pledged for miner purchase — 92,389 Total current assets — 153,115 Non-current assets Digital asset

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Filed by Gryphon Digital Mining, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934 Subject Company: Gryphon Digital Mining, Inc. Commission File No.: 333-287865 Date: August 6, 2025 The following press release was published on August 6, 2025, by Gryphon Digital Mining, Inc. and American Bitcoin Corp. Amer

2

Filed by Gryphon Digital Mining, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934 Subject Company: Gryphon Digital Mining, Inc. Commission File No.: 333-287865 Date: August 6, 2025 Matt Prusak, the Chief Executive Officer of American Bitcoin Corp., made the following communication on August 6, 2025. Caut

Unaudited Pro Forma Condensed Combined Financial Statements of Gryphon Digital Mining, Inc. and American Bitcoin Corp.

Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF GRYPHON DIGITAL MINING, INC. Description of the ABTC Transaction On May 9, 2025, Gryphon Digital Mining, Inc., a Delaware corporation (“Gryphon”), GDM Merger Sub I Inc., a Delaware corporation and wholly owned direct subsidiary of Gryphon (“Merger Sub Inc.”), GDM Merger Sub II LLC, a Delaware limited liability company and

Form of Indenture for debt securities between registrant and the trustee to be named therein.

Exhibit 4.3 Gryphon Digital Mining, Inc. - INDENTURE Dated as of , - DEBT SECURITIES Trustee Reconciliation and tie between Trust Indenture Act of 1939 and Indenture* Trust Indenture Act Section Indenture Section § 310 (a) 11.04(a), 16.02 (b) 11.01(f), 11.04(b), 11.05(1), 16.02 (b)(1) 11.04(b), 16.02 § 311 11.01(f), 16.02 § 312 14.02(d), 16.02 (b) 11.10, 16.02 (c) 11.10, 16.02 § 313 (a) 10.01(a),

As filed with the Securities and Exchange Commission on August 5, 2025.

As filed with the Securities and Exchange Commission on August 5, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GRYPHON DIGITAL MINING, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 88-2242651 (I

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Filed by Gryphon Digital Mining, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Gryphon Digital Mining, Inc. Commission File No.: 333-287865 Date: August 1, 2025 The following article was published on July 31, 2025, by Wired, and contains excerpts from Asher Genoot, Board Member of Ameri

PROXY STATEMENT OF GRYPHON DIGITAL MINING, INC. PROSPECTUS FOR 1,256,317,056 SHARES OF CLASS A COMMON STOCK

PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-287865 PROXY STATEMENT OF GRYPHON DIGITAL MINING, INC. PROSPECTUS FOR 1,256,317,056 SHARES OF CLASS A COMMON STOCK On May 9, 2025, Gryphon Digital Mining, Inc., a Delaware corporation (“Gryphon”); GDM Merger Sub I Inc., a Delaware corporation and wholly owned direct subsidiary of Gryphon (“Merger Sub Inc.”); GDM Merger Sub II LLC, a

GRYPHON DIGITAL MINING, INC. 1180 North Town Center Drive, Suite 100, Las Vegas, NV 89144 July 30, 2025

GRYPHON DIGITAL MINING, INC. 1180 North Town Center Drive, Suite 100, Las Vegas, NV 89144 July 30, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Crypto Assets 100 F Street, N.E. Washington, DC 20549 Attention: Sonia Bednarowski John Dana Brown Re: Gryphon Digital Mining, Inc. Registration Statement on Form S-4 Filed July 29, 2025 File No. 333-2878

Form of Proxy Card

Exhibit 99.1

As filed with the Securities and Exchange Commission on July 29, 2025

As filed with the Securities and Exchange Commission on July 29, 2025 Registration No.

As filed with the Securities and Exchange Commission on July 21, 2025

As filed with the Securities and Exchange Commission on July 21, 2025 Registration No.

Form of Proxy Card

Exhibit 99.1 Important Notice Regarding the Internet Availability of Proxy Materials for the Special Meeting of Stockholders To view the Proxy Statement and to Attend the Special Meeting, please go to https://www.cstproxy.com/gryphondigitalmining/ PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED GRYPHON DIGITAL MINING, INC. SPECIAL MEETING OF STOCKHOLDERS TO BE HELD [ ] THIS P

Calculation of Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) Gryphon Digital Mining, Inc.

Consent of Richard Busch to be named as director

Exhibit 99.6 CONSENT OF PROSPECTIVE DIRECTOR In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the Registration Statement on Form S-4, to which this consent is an exhibit, filed by Gryphon Digital Mining, Inc. with the Securities and Exchange Commission, and all amendments (including post-effective amendments) thereto (the “

Gryphon Digital Mining, Inc. 1180 N. Town Center Drive, Suite 100 Las Vegas, NV 89144

Gryphon Digital Mining, Inc. 1180 N. Town Center Drive, Suite 100 Las Vegas, NV 89144 VIA EDGAR July 21, 2025 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Crypto Assets 100 F Street, N.E. Washington, D.C. 20549 Attention: Sonia Bednarowski John Dana Brown Re: Gryphon Digital Mining, Inc. Amendment No. 1 to Registration Statement on Form S-4 Filed July 1, 2025 F

LETTER

July 16, 2025 Steven Gutterman Chief Executive Officer Gryphon Digital Mining, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 6, 2025 GR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 6, 2025 GR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A (Amendment No.

INFORMATION ON ABTC, FINANCIAL INFORMATION AND RISKS RELATED TO THE MERGERS GLOSSARY OF TERMS

Exhibit 99.1 INFORMATION ON ABTC, FINANCIAL INFORMATION AND RISKS RELATED TO THE MERGERS GLOSSARY OF TERMS Unless otherwise stated herein or the context otherwise requires, the following terms shall have the meanings below: “1940 Act” means the Investment Company Act of 1940. “2025 Plan” means the amendment and restatement of the Gryphon Digital Mining, Inc. 2024 Omnibus Incentive Plan, referred t

INFORMATION ON ABTC, FINANCIAL INFORMATION AND RISKS RELATED TO THE MERGERS GLOSSARY OF TERMS

Exhibit 99.1 INFORMATION ON ABTC, FINANCIAL INFORMATION AND RISKS RELATED TO THE MERGERS GLOSSARY OF TERMS Unless otherwise stated herein or the context otherwise requires, the following terms shall have the meanings below: “1940 Act” means the Investment Company Act of 1940. “2025 Plan” means the amendment and restatement of the Gryphon Digital Mining, Inc. 2024 Omnibus Incentive Plan, referred t

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Filed by Gryphon Digital Mining, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Gryphon Digital Mining, Inc. Commission File No.: 001-39096 Date: July 1, 2025 On July 1, 2025, Gryphon Digital Mining, Inc. and American Bitcoin Corp. issued the following joint press release. American Bitco

As filed with the Securities and Exchange Commission on June 30, 2025

As filed with the Securities and Exchange Commission on June 30, 2025 Registration No.

Gryphon Digital Mining, Inc. 1180 N. Town Center Drive, Suite 100 Las Vegas, NV 89144

Gryphon Digital Mining, Inc. 1180 N. Town Center Drive, Suite 100 Las Vegas, NV 89144 VIA EDGAR June 30, 2025 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Crypto Assets 100 F Street, N.E. Washington, D.C. 20549 Attention: Sonia Bednarowski John Dana Brown Re: Gryphon Digital Mining, Inc. Registration Statement on Form S-4 Filed June 6, 2025 File No. 333-287865

LETTER

June 23, 2025 Steven Gutterman Chief Executive Officer Gryphon Digital Mining, Inc.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 10, 2025 GRYPHON DIGITAL MINING, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 6, 2025 GRYPHON DIGITAL MINING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 6, 2025 GRYPHON DIGITAL MINING, INC.

INFORMATION ON ABTC, FINANCIAL INFORMATION AND RISKS RELATED TO THE MERGERS GLOSSARY OF TERMS

Exhibit 99.1 INFORMATION ON ABTC, FINANCIAL INFORMATION AND RISKS RELATED TO THE MERGERS GLOSSARY OF TERMS Unless otherwise stated herein or the context otherwise requires, the following terms shall have the meanings below: “1940 Act” means the Investment Company Act of 1940. “2025 Plan” means the amendment and restatement of the Gryphon Digital Mining, Inc. 2024 Omnibus Incentive Plan, referred t

INFORMATION ON ABTC, FINANCIAL INFORMATION AND RISKS RELATED TO THE MERGERS GLOSSARY OF TERMS

Exhibit 99.1 INFORMATION ON ABTC, FINANCIAL INFORMATION AND RISKS RELATED TO THE MERGERS GLOSSARY OF TERMS Unless otherwise stated herein or the context otherwise requires, the following terms shall have the meanings below: “1940 Act” means the Investment Company Act of 1940. “2025 Plan” means the amendment and restatement of the Gryphon Digital Mining, Inc. 2024 Omnibus Incentive Plan, referred t

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 6, 2025 GRYPHON DIGITAL MINING, INC.

Master Management Services Agreement, dated as of March 31, 2025, by and between American Bitcoin Corp. and U.S. Data Mining Group, Inc.

Exhibit 10.12 MASTER MANAGEMENT SERVICES AGREEMENT This MASTER MANAGEMENT SERVICES AGREEMENT (this “MMSA”), effective as of March 31, 2025 (the “Effective Date”), is entered into among American Bitcoin Corp., a Delaware corporation (“Customer”), and US Data Mining Group, Inc., a Nevada corporation (“USDMG”; Customer and Service Provider each a “Party” and, collectively, the “Parties”). ARTICLE 1 M

Consent of Asher Genoot to be named as director

Exhibit 99.2 CONSENT OF PROSPECTIVE DIRECTOR In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the Registration Statement on Form S-4, to which this consent is an exhibit, filed by Gryphon Digital Mining, Inc. with the Securities and Exchange Commission, and all amendments (including post-effective amendments) thereto (the “

Consent of Michael Ho to be named as director

Exhibit 99.3 CONSENT OF PROSPECTIVE DIRECTOR In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the Registration Statement on Form S-4, to which this consent is an exhibit, filed by Gryphon Digital Mining, Inc. with the Securities and Exchange Commission, and all amendments (including post-effective amendments) thereto (the “

Calculation of Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) Gryphon Digital Mining, Inc.

List of Subsidiaries of Gryphon

Exhibit 21 SUBSIDIARIES OF GRYPHON DIGITAL MINING, INC. Name of Subsidiary Jurisdiction of Incorporation Ivy Crypto, Inc. Delaware Gryphon Opco I LLC Delaware Gryphon Opco II LLC Delaware

Put Option Agreement, dated as of March 31, 2025, by and between American Bitcoin Corp. and Zephyr Infrastructure, LLC.

Exhibit 10.14 PUT OPTION AGREEMENT This PUT OPTION AGREEMENT (this “Agreement”) is made as of March 31, 2025, by and among Zephyr Infrastructure, LLC, a Delaware limited liability company (“Seller”), and American Bitcoin Corp., a Delaware corporation (the “Company” and, together with Seller, the “Parties”, and each individually, a “Party”). Capitalized terms used but not defined herein shall have

Services Agreement, dated as of March 31, 2025, by and between American Bitcoin Corp. and U.S. Data Mining Group, Inc.

Exhibit 10.13 SERVICES AGREEMENT This Services Agreement (this “Agreement”), dated as of March 31, 2025 (the “Effective Date”), is made and entered into by and between U.S. Data Mining Group, Inc., a Nevada corporation (together with its Subsidiaries, the “Service Provider”) and American Bitcoin Corp., a Delaware corporation (the “Service Recipient”). WHEREAS, the Service Provider has agreed to pr

Consent of Justin Mateen to be named as director

Exhibit 99.5 CONSENT OF PROSPECTIVE DIRECTOR In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the Registration Statement on Form S-4, to which this consent is an exhibit, filed by Gryphon Digital Mining, Inc. with the Securities and Exchange Commission, and all amendments (including post-effective amendments) thereto (the “

Exclusivity Agreement, dated as of March 31, 2025, by and between American Bitcoin Corp. and Hut 8 Corp.

Exhibit 10.15 EXCLUSIVITY AGREEMENT This EXCLUSIVITY AGREEMENT (this “Agreement”) is made as of March 31, 2025, by and among Hut 8 Corp., a Delaware corporation (“Hut 8”), and American Bitcoin Corp., a Delaware corporation (the “Company” and, together with Hut 8, the “Parties”, and each individually, a “Party”). Capitalized terms used but not defined herein shall have the meanings given to such te

Consent of Michael Broukhim to be named as director

Exhibit 99.4 CONSENT OF PROSPECTIVE DIRECTOR In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the Registration Statement on Form S-4, to which this consent is an exhibit, filed by Gryphon Digital Mining, Inc. with the Securities and Exchange Commission, and all amendments (including post-effective amendments) thereto (the “

As filed with the Securities and Exchange Commission on June 6, 2025

As filed with the Securities and Exchange Commission on June 6, 2025 Registration No.

Master Colocation Services Agreement, dated as of March 31, 2025, by and between American Bitcoin Corp. and U.S. Data Mining Group, Inc.

Exhibit 10.11 MASTER COLOCATION SERVICES AGREEMENT This MASTER COLOCATION SERVICES AGREEMENT (this “MCSA”), effective as of March 31, 2025 (the “Effective Date”), is entered into by and between American Bitcoin Corp., a Delaware corporation (“Customer”), and U.S. Data Mining Group, Inc., a Nevada corporation (“USDMG”, and Customer and USDMG, each a “Party” and, collectively, the “Parties”). Capita

Assignment Side Agreement, dated May 29, 2025, between the Company, 2670786 Alberta Ltd., 2703444 Alberta Ltd., Harold Andersen, Paul Connolly, Mark Taylor and Steve Giacomin

Exhibit 10.2 ASSIGNMENT SIDE AGREEMENT THIS ASSIGNMENT SIDE AGREEMENT is made as of the 29th day of May, 2025 (the “Effective Date”) AMONG: GRYPHON DIGITAL MINING, INC., a corporation existing under the laws of the State of Delaware (hereinafter referred to as the “Parent”) - and - 2670786 ALBERTA LTD., a corporation existing under the laws of the Province of Alberta (hereinafter referred to as th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 2, 2025 GRYPHON DIGITAL MINING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 2, 2025 GRYPHON DIGITAL MINING, INC.

Assignment and Amending Agreement, dated May 29, 2025, between the Company and BTG Energy Corp., BTG Power Corp., West Lake Energy Corp., 2670786 Alberta Ltd. and 2703444 Alberta Ltd.

Exhibit 10.1 ASSIGNMENT AND AMENDING AGREEMENT THIS AGREEMENT, dated for reference the 29th day of May, 2025 (the “Effective Date”), AMONG: BTG ENERGY Corp., a corporation existing under the laws of the Province of Alberta (“BTG Energy”) AND: BTG POWER Corp., a corporation existing under the laws of the Province of Alberta (“BTG Power”) AND: West Lake Energy Corp., a corporation existing under the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 24, 2025 GRYPHON DIGITAL MINING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 24, 2025 GRYPHON DIGITAL MINING, INC.

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Filed by Gryphon Digital Mining, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Gryphon Digital Mining, Inc. Commission File No.: 001-39096 Date: May 19, 2025 The following are excerpts from the transcript of interviews held on May 15, 2025 at the Consensus 2025 Conference in Toronto, Ca

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Filed by Hut 8 Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Gryphon Digital Mining, Inc. Commission File No.: 001-39096 Date: May 19, 2025 * * * Cautionary Note Regarding Forward–Looking Information This communication includes “forward-looking information” and “forward-looking stateme

2

Filed by Gryphon Digital Mining, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Gryphon Digital Mining, Inc. Commission File No.: 001-39096 Date: May 16, 2025 The following are excerpts from the transcript of an interview of Eric Trump, Chief Strategy Officer of American Bitcoin Corp., b

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from / to Commission file number 001-39096 GRYPHON DIGITAL MIN

2

Filed by Gryphon Digital Mining, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Gryphon Digital Mining, Inc. Commission File No.: 001-39096 Date: May 12, 2025 American Bitcoin Corp. (“American Bitcoin”), which is party to a previously disclosed Agreement and Plan of Merger, dated as of M

Gryphon Anchorage Support Agreement

Exhibit 10.2 VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of May 9, 2025, by and between American Bitcoin Corp., a Delaware corporation (the “Company”), and the undersigned stockholder (the “Stockholder”) of Gryphon Digital Mining, Inc., a Delaware corporation (“Parent”). Capitalized terms used but not otherwise defined herein shall have the

Investors’ Rights Agreement

Exhibit 10.4 INVESTORS’ RIGHTS AGREEMENT This INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), dated as of May 9, 2025, is made by and among: (a) Gryphon Digital Mining, Inc., a Delaware corporation (the “Company”); (b) American Bitcoin Corp., a Delaware corporation (“ABTC”); (c) American Bitcoin Holdings LLC, a Delaware limited liability company (the “Key Investor”); (d) each of the Persons listed

Form of Gryphon D&O Support Agreement

Exhibit 10.1 FORM OF VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of May 9, 2025, by and between American Bitcoin Corp., a Delaware corporation (the “Company”), and the undersigned stockholder (the “Stockholder”) of Gryphon Digital Mining, Inc., a Delaware corporation (“Parent”). Capitalized terms used but not otherwise defined herein shall h

Investors’ Rights Agreement, dated as of May 9, 2025, by and among the Company, American Bitcoin Corp., American Bitcoin Holdings LLC and the investors party thereto (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed with the SEC on May 12, 2025)

Exhibit 10.4 INVESTORS’ RIGHTS AGREEMENT This INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), dated as of May 9, 2025, is made by and among: (a) Gryphon Digital Mining, Inc., a Delaware corporation (the “Company”); (b) American Bitcoin Corp., a Delaware corporation (“ABTC”); (c) American Bitcoin Holdings LLC, a Delaware limited liability company (the “Key Investor”); (d) each of the Persons listed

2

Exhibit 99.1 Gryphon Digital Mining Announces Merger with American Bitcoin Transaction expected to provide Gryphon stockholders equity in a public vehicle with the goal of building the world’s largest, most efficient pure-play Bitcoin miner alongside a robust strategic Bitcoin reserve LAS VEGAS, NEVADA / ACCESS Newswire / May 12, 2025 / Gryphon Digital Mining, Inc. (NASDAQ: GRYP) (“Gryphon,” the “

BUILDING AMERICA’S BITCOIN INFRASTRUCTURE BACKBONE PUBLIC LISTING TRANSACTION OVERVIEW MAY 2025 TRANSACTION OVERVIEW 3 TRANSACTION OVERVIEW Summary of Key Terms ࣭ Gryphon Digital Mining , Inc . (“ Gryphon ”) to acquire American Bitcoin Corp . (“Ameri

Filed by Gryphon Digital Mining, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Gryphon Digital Mining, Inc. Commission File No.: 001-39096 Date: May 12, 2025 BUILDING AMERICA’S BITCOIN INFRASTRUCTURE BACKBONE PUBLIC LISTING TRANSACTION OVERVIEW MAY 2025 DISCLAIMER This presentation is a

Agreement and Plan of Merger, dated as of May 9, 2025, by an among the Company, GDM Merger Sub I Inc., GDM Merger Sub II LLC and American Bitcoin Corp. (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the SEC on May 12, 2025)

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among GRYPHON DIGITAL MINING, INC., GDM MERGER SUB I INC., GDM MERGER SUB II LLC and AMERICAN BITCOIN CORP. Dated as of May 9, 2025 TABLE OF CONTENTS Article I THE MERGERS; CLOSING; EFFECTIVE TIMES Section 1.01 The First Merger. 3 Section 1.02 The Second Merger 3 Section 1.03 Organizational Documents of the First Merger Surviving Corporation 4 Sectio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 9, 2025 GRYPHON DIGITAL MINING,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 9, 2025 GRYPHON DIGITAL MINING, INC.

2

Filed by Gryphon Digital Mining, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Gryphon Digital Mining, Inc. Commission File No.: 001-39096 Date: May 12, 2025 American Bitcoin Announces Go-Public Transaction through Strategic Merger with Nasdaq-Listed Entity Positions American Bitcoin to

Gryphon Anchorage Support Agreement

Exhibit 10.2 VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of May 9, 2025, by and between American Bitcoin Corp., a Delaware corporation (the “Company”), and the undersigned stockholder (the “Stockholder”) of Gryphon Digital Mining, Inc., a Delaware corporation (“Parent”). Capitalized terms used but not otherwise defined herein shall have the

Merger Agreement

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among GRYPHON DIGITAL MINING, INC., GDM MERGER SUB I INC., GDM MERGER SUB II LLC and AMERICAN BITCOIN CORP. Dated as of May 9, 2025 TABLE OF CONTENTS Article I THE MERGERS; CLOSING; EFFECTIVE TIMES Section 1.01 The First Merger. 3 Section 1.02 The Second Merger 3 Section 1.03 Organizational Documents of the First Merger Surviving Corporation 4 Sectio

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Filed by Hut 8 Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Gryphon Digital Mining, Inc. Commission File No.: 001-39096 Date: May 12, 2025 * * * Cautionary Note Regarding Forward–Looking Information These communications include “forward-looking information” and “forward-looking statem

2

Exhibit 99.1 Gryphon Digital Mining Announces Merger with American Bitcoin Transaction expected to provide Gryphon stockholders equity in a public vehicle with the goal of building the world’s largest, most efficient pure-play Bitcoin miner alongside a robust strategic Bitcoin reserve LAS VEGAS, NEVADA / ACCESS Newswire / May 12, 2025 / Gryphon Digital Mining, Inc. (NASDAQ: GRYP) (“Gryphon,” the “

ABTC Support Agreement

Exhibit 10.3 FORM OF VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of May 9, 2025, by and between Gryphon Digital Mining, Inc., a Delaware corporation (“Parent”), and the undersigned stockholder (the “Stockholder”) of American Bitcoin Corp., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall h

Amendment to Warrant

Exhibit 10.5 WARRANT AMENDMENT THIS WARRANT AMENDMENT (this “Amendment”) is made and entered into as of May 9, 2025 between Gryphon Digital Mining, Inc., a Delaware corporation (the “Company”), and Anchorage Lending CA, LLC, a Delaware limited liability company (the “Holder”). WHEREAS, the Company issued a warrant (the “Warrant”) to purchase 2,000,000 shares of common stock of the Company, at an e

ABTC Support Agreement

Exhibit 10.3 FORM OF VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of May 9, 2025, by and between Gryphon Digital Mining, Inc., a Delaware corporation (“Parent”), and the undersigned stockholder (the “Stockholder”) of American Bitcoin Corp., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall h

Amendment to Warrant (incorporated by reference to Exhibit 10.5 to Current Report on Form 8-K filed on May 12, 2025)

Exhibit 10.5 WARRANT AMENDMENT THIS WARRANT AMENDMENT (this “Amendment”) is made and entered into as of May 9, 2025 between Gryphon Digital Mining, Inc., a Delaware corporation (the “Company”), and Anchorage Lending CA, LLC, a Delaware limited liability company (the “Holder”). WHEREAS, the Company issued a warrant (the “Warrant”) to purchase 2,000,000 shares of common stock of the Company, at an e

Form of Gryphon D&O Support Agreement

Exhibit 10.1 FORM OF VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of May 9, 2025, by and between American Bitcoin Corp., a Delaware corporation (the “Company”), and the undersigned stockholder (the “Stockholder”) of Gryphon Digital Mining, Inc., a Delaware corporation (“Parent”). Capitalized terms used but not otherwise defined herein shall h

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 9, 2025 GRYPHON DIGITAL MINING, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 30, 2025 GRYPHON DIGITAL MI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 30, 2025 GRYPHON DIGITAL MINING, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39096 83-2242651 (Commis

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. )

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. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 15, 2025 GRYPHON DIGITAL MINING, INC.

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. )

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. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Gryphon Digital Mining Reports Fourth Quarter and FY 2024 Financial Results Transformative year for the Company, in which it:

Exhibit 99.1 Gryphon Digital Mining Reports Fourth Quarter and FY 2024 Financial Results Transformative year for the Company, in which it: ● Began listing on the NASDAQ ● Strengthened its leadership team ● Strengthened its Balance Sheet ● Enjoyed key financial improvements in Q4 LAS VEGAS, NV / Gryphon Digital Mining (Nasdaq: GRYP) ("Gryphon," the "Company," "we," "our," and "us"), an innovative v

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2025 GRYPHON DIGITAL MINING, INC. (Exact name of registrant as specified in its charter) Delaware 001-39096 83-2242651 (State or other jurisdiction of incorporation) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-39096 GRYPHON DIGITAL MINING, INC. (Exact name of registrant as sp

SUBSIDIARIES OF GRYPHON DIGITAL MINING, INC.

Exhibit 21 SUBSIDIARIES OF GRYPHON DIGITAL MINING, INC. Name of Subsidiary Jurisdiction of Incorporation Ivy Crypto, Inc. Delaware Gryphon Opco I LLC Delaware Gryphon Opco II LLC Delaware 2670786 Alberta Ltd. Canada

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 13, 2025 GRYPHON DIGITAL MINI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 13, 2025 GRYPHON DIGITAL MINING, INC.

Gryphon Digital Concludes Legal Dispute with Sphere 3D Corp.

Exhibit 99.1 Gryphon Digital Concludes Legal Dispute with Sphere 3D Corp. Las Vegas, NV —– Gryphon Digital Mining, Inc. (Nasdaq: GRYP) (“Gryphon” or the “Company”), an innovative venture in the bitcoin and AI space dedicated to helping bring digital assets to the market, entered into a settlement and release agreement (the “Settlement Agreement”) with Sphere 3D Corp. (“Sphere”) on mutually accepta

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 7, 2025 GRYPHON DIGITAL MINING, INC.

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 5, 2025 GRYPHON DIGITAL MINING, INC.

Termination of a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 27, 2025 GRYPHON DIGITAL MINING, INC.

Amendment, effective as of February 14, 2025, to Asset Purchase and Sale Agreement, dated as of December 9, 2024, between the Company and Erickson National Energy Inc., as amended (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on February 26, 2025)

Exhibit 10.1 Second ExtEnsion to purchase and sale agreement THIS SECOND EXTENSION AGREEMENT (the “Agreement”) made as of February 14, 2025 (the “Effective Date”). BETWEEN: ERIKSON NATIONAL ENERGY INC. (the “Vendor”) - and - GRYPHON DIGITAL MINING, INC. (the “Purchaser”) RECITALS: A. the Vendor and the Purchaser are party to a purchase and sale agreement dated December 9, 2024, pursuant to which t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 20, 2025 GRYPHON DIGITAL M

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 20, 2025 GRYPHON DIGITAL MINING, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 31, 2025 GRYPHON DIGITAL MI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 31, 2025 GRYPHON DIGITAL MINING, INC.

Gryphon Digital Mining Announces Strategic Bitcoin Reserve Initiative

Exhibit 99.1 Gryphon Digital Mining Announces Strategic Bitcoin Reserve Initiative Las Vegas, NV — January 31, 2025 – Gryphon Digital Mining, Inc. (Nasdaq: GRYP) (“Gryphon” or the “Company”), an innovative venture in the bitcoin and AI space dedicated to helping bring digital assets to the market, today announced that the Company has authorized the establishment of a strategic Bitcoin reserve prog

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Exhibit 99.1 Gryphon Digital Mining Expands Bitcoin Mining Fleet by 22% and Evaluates Creation of a Bitcoin Strategic Reserve Designed to Strengthen Balance Sheet Las Vegas, NV — January 27, 2025 – Gryphon Digital Mining, Inc. (Nasdaq: GRYP) (“Gryphon” or the “Company”), an innovative venture in the bitcoin and AI space dedicated to helping bring digital assets to the market, today announced the a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 27, 2025 GRYPHON DIGITAL MI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 27, 2025 GRYPHON DIGITAL MINING, INC.

Gryphon Digital Mining Announces Non-Brokered $2.85 Million Offering With 100% Management and Majority Board Participation

Exhibit 99.1 Gryphon Digital Mining Announces Non-Brokered $2.85 Million Offering With 100% Management and Majority Board Participation Las Vegas, NV — January 14, 2025 – Gryphon Digital Mining, Inc. (Nasdaq: GRYP) (“Gryphon” or the “Company”), an innovative venture in the bitcoin and AI space dedicated to helping bring digital assets to the market, today announced that it has signed a non-brokere

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 14, 2025 GRYPHON DIGITAL MI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 14, 2025 GRYPHON DIGITAL MINING, INC.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 13, 2025 GRYPHON DIGITAL MINING, INC.

Form of Common Warrant (incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed on January 13, 2025)

Exhibit 4.1 STOCK PURCHASE WARRANT Certificate W-00[ ] Date of Issuance: [ ] Warrant Shares: [ ] (the “Date of Issuance”) (the “Warrant Share Number”) FOR VALUE RECEIVED, Gryphon Digital Mining, Inc., a Delaware corporation (the “Company”), hereby grants to [ ], a [ ], and/or its registered assigns (the “Registered Holder”) the right (this “Warrant”) to purchase from the Company a number of shares

Form of Securities Purchase Agreement

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of January 13, 2025, between Gryphon Digital Mining, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and con

Gryphon Digital Mining, Inc. 6,941,856 Shares of Common Stock Warrants to Purchase 6,941,856 Shares of Common Stock

Filed pursuant to Rule 424(b)(5) Registration No. 333-277060 PROSPECTUS SUPPLEMENT (To Prospectus dated April 3, 2024) Gryphon Digital Mining, Inc. 6,941,856 Shares of Common Stock Warrants to Purchase 6,941,856 Shares of Common Stock We are offering (i) 6,941,856 shares of our common stock, par value $0.0001 per share (“Common Stock”), and (ii) warrants to purchase up to 6,941,856 shares of Commo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 1, 2024 GRYPHON DIGITAL MI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 1, 2024 GRYPHON DIGITAL MINING, INC.

Master Co-Location Agreement, dated as of January 3, 2025, between the Company and Mawson Hosting LLC (incorporated by reference to Exhibit 10.4 to Current Report on Form 8-K filed on January 10, 2025)

Exhibit 10.4 MASTER COLOCATION AGREEMENT This Master Colocation Agreement (the “Agreement”) is made on January 3, 2025 (“Effective Date”), by and between: Mawson Hosting LLC, a limited liability company incorporated under the laws of the state of Delaware, the United States of America (“Host”); and, Gryphon Digital Mining, Inc. a corporation incorporated under the laws of the State of Delaware, Un

Co-Location Mining Services Agreement, dated as of December 1, 2024, between the Company and Blockfusion USA, Inc. (incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K filed on January 10, 2025)

Exhibit 10.3 Certain identified information, indicated by [***], has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. CO-LOCATION MINING SERVICES AGREEMENT This Mining Services Agreement (this “Agreement”) is made as of December 1, 2024 (the “Effective Date”), by and between Blockfusion USA, Inc. (“Service Provid

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Exhibit 99.1 Gryphon Digital Mining Signs Definitive Agreement for HPC/AI Asset Scalable to 4GW of Green Energy Through Natural Gas and Carbon Sequestration Groundbreaking acquisition of major energy site in Southern Alberta expected to catapult Gryphon into elite tier of global computing infrastructure providers Acquisition Highlights Include: ● Massive 850 industrial zoned acreage with access to

NASDAQ: GRYP January 2025 NASDAQ: GRYP Disclaimer This presentation (“Presentation”) is being issued by Gryphon Digital Mining Inc . (the “Company”, “Gryphon” or “Gryphon Digital Mining”) for information purposes only . The content of this Presentati

Exhibit 99.2 NASDAQ: GRYP January 2025 NASDAQ: GRYP Disclaimer This presentation (“Presentation”) is being issued by Gryphon Digital Mining Inc . (the “Company”, “Gryphon” or “Gryphon Digital Mining”) for information purposes only . The content of this Presentation has not been approved by any securities regulatory authority . Reliance on this Presentation for the purpose of engaging in any invest

Share and Unit Purchase Agreement, dated January 8, 2025, between the Company and BTG Energy Corp., BTG Power Corp., West Lake Energy Corp. and 2670786 Alberta Ltd.

Exhibit 10.1 Execution Version SHARE AND UNIT PURCHASE AGREEMENT among BTG ENERGY Corp. and BTG POWER Corp. and West Lake Energy Corp. and 2670786 ALBERTA LTD. and GRYPHON DIGITAL MINING, INC. dated as of January 8, 2025 TABLE OF CONTENTS ARTICLE I Definitions 2 Section 1.01 Definitions. 2 ARTICLE II Purchase and Sale 17 Section 2.01 Purchase and Sale. 17 Section 2.02 Purchase Price. 17 Section 2.

Form of Restricted Stock Grant

Exhibit 10.2 Gryphon Digital Mining, Inc. Summary of Restricted Stock Grant In connection with the Share and Unit Purchase Agreement, among BTG Energy Corp., BTG Power Corp. West Lake Energy Corp., 2670786 Alberta Ltd, and Gryphon Digital Mining, Inc. (the “Company”), dated as of January 8, 2024 (the “Purchase Agreement”), the Company hereby grants the Grantee (specified below), pursuant to this S

Asset Purchase and Sale Agreement, dated as of December 9, 2024, between the Company and Erikson National Energy Inc.

Exhibit 2.1 Execution Version ERIKSON NATIONAL ENERGY INC. - and - GRYPHON DIGITAL MINING, INC. ASSET PURCHASE AND SALE AGREEMENT December 9, 2024 TABLE OF CONTENTS Article 1 Interpretation 2 1.1 Definitions 2 1.2 Interpretation 12 1.3 Schedules 13 1.4 Interpretation if Closing Does Not Occur 13 Article 2 Purchase and sale 14 2.1 Agreement of Purchase and Sale 14 2.2 Transfer of Property and Assum

Employment Letter Agreement, dated as of December 12, 2024, between the Company and Eric Gallie (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on December 16, 2024)

Exhibit 10.1 GRYPHON DIGITAL MINING December 12, 2024 Via Email Mr. P Eric Gallie 1123 Cortell St, North Vancouver BC, V7P 2A2 Re: Offer of Employment Dear Eric: We are pleased to present the following offer of employment with Gryphon Digital Mining, Inc. (the “Company”), which if accepted, will become effective on December 12th, 2024. Position and Duties Your title will be Senior Vice President,

Gryphon Digital Mining Appoints Energy Industry Veteran Eric Gallie as Senior Vice President of Energy Strategy

Exhibit 99.1 Gryphon Digital Mining Appoints Energy Industry Veteran Eric Gallie as Senior Vice President of Energy Strategy Las Vegas, NV — December 12, 2024 - Gryphon Digital Mining, Inc. (Nasdaq: GRYP) (“Gryphon” or the “Company”), an innovative venture in the bitcoin and AI space dedicated to helping bring digital assets to the market, today announced Eric Gallie’s appointment as Senior Vice P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 12, 2024 GRYPHON DIGITAL M

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 12, 2024 GRYPHON DIGITAL MINING, INC.

Gryphon Digital Mining Signs Definitive Agreement for Natural Gas Assets, Securing Low-Cost Power of 100 MW, Expandable and Scalable to 1 GW

Exhibit 99.1 Gryphon Digital Mining Signs Definitive Agreement for Natural Gas Assets, Securing Low-Cost Power of 100 MW, Expandable and Scalable to 1 GW Pending acquisition is expected to deliver: ● Natural gas asset in Canada with 5+ Tcf of contingent resource ● Phase 1 power generation of 100 MW with expansion potential up to 1 GW ● All in energy costs of less than $0.03/KWH Las Vegas, NV — Dec

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 10, 2024 GRYPHON DIGITAL MINING, INC.

17,757,576 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-283440 PROSPECTUS 17,757,576 Shares of Common Stock This prospectus relates to the resale of up to 17,757,576 shares of Gryphon Digital Mining, Inc. (the “Company,” “we,” “our” or “us”) common stock, par value $0.0001 per share (the “Common Stock”), by the selling stockholder listed in this prospectus or its permitted transferees (the “Selling

LETTER

December 2, 2024 Steve Gutterman Chief Executive Officer and Director Gryphon Digital Mining, Inc.

Gryphon Digital Mining, Inc. 1180 N. Town Center Drive Las Vegas, NV 89144

Gryphon Digital Mining, Inc. 1180 N. Town Center Drive Las Vegas, NV 89144 VIA EDGAR December 2, 2024 U.S. Securities and Exchange Commission Office of Crypto Assets Washington, D.C. 20549 Re: Gryphon Digital Mining, Inc. Registration Statement on Form S-3 Filed November 25, 2024 File No. 333-283440 Ladies and Gentleman, Pursuant to Rule 461 under the Securities Act of 1933, as amended, Gryphon Di

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) Gryphon Digital Mining, Inc.

As filed with the Securities and Exchange Commission on November 25, 2024

As filed with the Securities and Exchange Commission on November 25, 2024 Registration No.

Gryphon Digital Mining, Inc. Reports Third Quarter 2024 Financial Results

Exhibit 99.1 Gryphon Digital Mining, Inc. Reports Third Quarter 2024 Financial Results LAS VEGAS, NV / Gryphon Digital Mining, Inc. (Nasdaq: GRYP) (“Gryphon,” the “Company,” “we,” “our,” and “us”), a bitcoin mining company that is focused on becoming the leader in low-cost, efficient operations, today reported financial results for its quarter ended September 30, 2024. “The third quarter was funda

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2024 GRYPHON DIGITAL MINING, INC. (Exact name of registrant as specified in its charter) Delaware 001-39096 83-2242651 (State or other jurisdiction of incorporation) (Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from / to Commission file number 001-39096 GRYPHON DIGITAL

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 4, 2024 GRYPHON DIGITAL MINING, INC.

Gryphon Digital Mining Announces Letter to Shareholders

Exhibit 99.2 Gryphon Digital Mining Announces Letter to Shareholders Las Vegas, NV — November 4, 2024 - Gryphon Digital Mining, Inc. (Nasdaq: GRYP) (“Gryphon” or the “Company”) a bitcoin mining company that is focused on becoming the leader in low-cost, environmentally sustainable operations, announced today that Steve Gutterman, CEO, has issued a letter to shareholders: Dear Valued Shareholders,

Nasdaq: GRYP October 2024 www.GryphonDigitalMining.com Disclaimer This presentation (“Presentation”) is being issued by Gryphon Digital Mining Inc . (the “Company”, “Gryphon” or “Gryphon Digital Mining”) for information purposes only . The content of

Exhibit 99.1 Nasdaq: GRYP October 2024 www.GryphonDigitalMining.com Disclaimer This presentation (“Presentation”) is being issued by Gryphon Digital Mining Inc . (the “Company”, “Gryphon” or “Gryphon Digital Mining”) for information purposes only . The content of this Presentation has not been approved by any securities regulatory authority . Reliance on this Presentation for the purpose of engagi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 31, 2024 GRYPHON DIGITAL MI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 31, 2024 GRYPHON DIGITAL MINING, INC.

Joint Filing Agreement, dated as of October 30, 2024, by and among the Reporting Persons (filed herewith).

EX-7.1 2 tm2426966d1ex7-1.htm EXHIBIT 7.1 Exhibit 7.1 SCHEDULE 13D JOINT FILING AGREEMENT In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and any subsequent amendments there

GRYP / Gryphon Digital Mining, Inc. / Anchorage Lending CA, LLC - SC 13D Activist Investment

SC 13D 1 tm2426966d1sc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Gryphon Digital Mining, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 400510 103 (CUSIP Number) TuongVy Le General Counsel Anchorage Lending CA, LLC P.O. Box - One Embarcadero Center #240

Loan, Guaranty and Security Agreement, dated as of October 25, 2024, by and among Gryphon Digital Mining, Inc. Gryphon Opco I LLC, Gryphon Opco II LLC, Ivy Crypto, Inc. and Anchorage Lending CA, LLC. (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed on October 28, 2024)

Exhibit 10.2 Execution Version LOAN, GUARANTY AND SECURITY AGREEMENT THIS LOAN, GUARANTY AND SECURITY AGREEMENT (this “Agreement”) dated as of October 25, 2024 (the “Closing Date”), is by and among Anchorage Lending CA, LLC (“Lender”), Gryphon Digital Mining, Inc. a Delaware corporation (“PubCo”), Gryphon Opco I LLC, a Delaware limited liability company and a direct wholly owned subsidiary of the

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 25, 2024 GRYPHON DIGITAL MINING, INC.

Debt Repayment and Exchange Agreement, dated as of October 25, 2024, by and among Gryphon Digital Mining, Inc. Gryphon Opco I LLC, Gryphon Opco II LLC, Ivy Crypto, Inc. and Anchorage Lending CA, LLC. (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on October 28, 2024)

Exhibit 10.1 Execution Version DEBT REPAYMENT AND EXCHANGE AGREEMENT This Debt Repayment and Exchange Agreement (this “Agreement”) is entered into as of October 25, 2024 (the “Effective Date”) by and among Gryphon Digital Mining, Inc. a Delaware corporation (the “Company”), Gryphon Opco I LLC, a Delaware LLC and an indirect wholly owned subsidiary of the Company (the “Borrower”), Ivy Crypto, Inc.,

Pre-Funded Warrant (incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K filed on October 28, 2024)

Exhibit 10.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STAT

$1.50 Warrant (incorporated by reference to Exhibit 10.4 to Current Report on Form 8-K filed on October 28, 2024)

Exhibit 10.4 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STAT

Gryphon Digital Mining Converts Debt to Equity to Strengthen Balance Sheet and Increase Shareholder Equity Anchorage Digital to become largest shareholder and join Gryphon Digital Mining Board

Exhibit 99.1 Gryphon Digital Mining Converts Debt to Equity to Strengthen Balance Sheet and Increase Shareholder Equity Anchorage Digital to become largest shareholder and join Gryphon Digital Mining Board Gryphon restructures Anchorage Digital debt of 304 BTC (approximately $18 million1) to increase shareholder equity and reduce outstanding debt by over 70%, by: ● converting approximately $13M of

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 21, 2024 GRYPHON DIGITAL MINING, INC.

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 26, 2024 GRYPHON DIGITAL MINING, INC.

Amendment No. 1 to Employment Agreement, dated as of September 26, 2024, between the Company and Simeon Salzman (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on September 27, 2024)

Exhibit 10.1 AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENT This Amendment No. 1 (the “Amendment”) to the Executive Employment Agreement is made and entered into as of September 26, 2024 (the “Effective Date”), by and between Simeon Salzman, an individual, (the “Executive”) and Gryphon Digital Mining, Inc. (the “Company”) (each individually, a “Party,” collectively, the “Parties”). WHEREAS, the

Gryphon Digital Mining Announces Sim Salzman to Continue as Chief Financial Officer

Exhibit 99.1 Gryphon Digital Mining Announces Sim Salzman to Continue as Chief Financial Officer Las Vegas, NV — September 27, 2024 - Gryphon Digital Mining, Inc. (Nasdaq: GRYP) (“Gryphon” or the “Company”) a bitcoin mining company that is focused on becoming the leader in low-cost, environmentally sustainable operations, that Sim Salzman will continue in his role as Chief Financial Officer. Sim’s

Gryphon Digital Mining Adds Operational Expertise, Names Steve Gutterman as Chief Executive Officer, Jimmy Vaiopoulos as Chairman Rob Chang and Brittany Kaiser continue their leadership as Directors, along with Heather Cox, Jessica Billingsley and Da

Exhibit 99.1 Gryphon Digital Mining Adds Operational Expertise, Names Steve Gutterman as Chief Executive Officer, Jimmy Vaiopoulos as Chairman Rob Chang and Brittany Kaiser continue their leadership as Directors, along with Heather Cox, Jessica Billingsley and Dan Tolhurst. Las Vegas, NV — September 19, 2024 - Gryphon Digital Mining, Inc. (Nasdaq: GRYP) (“Gryphon” or the “Company”) a bitcoin minin

Employment Agreement, dated as of September 17, 2024, between the Company and Steve Gutterman (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on September 19, 2024)

Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated September 17, 2024 (the “Effective Date”), is entered into by and between Gryphon Digital Mining, Inc. (the “Company”) and Steve Gutterman (the “Executive”). WHEREAS, the Company desires to employ the Executive and the Company and the Executive desire to enter into an agreement embodying the terms of such employm

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 17, 2024 GRYPHON DIGITAL MINING, INC.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 13, 2024 GRYPHON DIGITAL MINING, INC.

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 5, 2024 GRYPHON DIGITAL MINING, INC.

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 6, 2024 GRYPHON DIGITAL MINING, INC.

Nasdaq: GRYP HCW Wainwright Conference - September 2024 www.GryphonDigitalMining.com Disclaimer This presentation (“Presentation”) is being issued by Gryphon Digital Mining Inc . (the “Company”, “Gryphon” or “Gryphon Digital Mining”) for information

Exhibit 99.1 Nasdaq: GRYP HCW Wainwright Conference - September 2024 www.GryphonDigitalMining.com Disclaimer This presentation (“Presentation”) is being issued by Gryphon Digital Mining Inc . (the “Company”, “Gryphon” or “Gryphon Digital Mining”) for information purposes only . The content of this Presentation has not been approved by any securities regulatory authority . Reliance on this Presenta

Amendment No. 1 to Asset Purchase Agreement, dated as of August 29, 2024, by and among Giga Caddo, LLC and Gryphon Digital Mining, Inc.

Exhibit 2.1 Amendment No. 1 TO Asset purchase Agreement This Amendment No. 1 (the “Amendment”) is entered as of August 29, 2024 (“Amendment Effective Date”) Giga Caddo, LLC, a Delaware limited liability company (“Seller”), and Gryphon Digital Mining, Inc., a Delaware corporation (“Buyer”). Capitalized terms used in this Amendment will have the meaning set forth in the Agreement, unless otherwise d

Gryphon Digital Mining welcomes return of Dan Tolhurst to its Board of Directors Strengthens its team by increasing the size of the Board and adding a founding member of the company

Exhibit 99.1 Gryphon Digital Mining welcomes return of Dan Tolhurst to its Board of Directors Strengthens its team by increasing the size of the Board and adding a founding member of the company Las Vegas, NV — August 29, 2024 - Gryphon Digital Mining, Inc. (Nasdaq: GRYP) (“Gryphon” or the “Company”) a bitcoin mining company that is focused on becoming the leader in low-cost, environmentally susta

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 27, 2024 GRYPHON DIGITAL MINING, INC.

Gryphon Acquires Ultra Low-Cost Power Mining Operations at ~$0.01/kWh Gryphon Takes First Step in Low-Cost Power Plan

Exhibit 99.1 FOR Release 7:30 AM Eastern on August 20, 2024 Gryphon Acquires Ultra Low-Cost Power Mining Operations at ~$0.01/kWh Gryphon Takes First Step in Low-Cost Power Plan Las Vegas, NV — August 20, 2024 - Gryphon Digital Mining, Inc. (Nasdaq: GRYP) (“Gryphon” or the “Company”) a bitcoin mining company that is focused on low-cost, efficient operations with an ESG focus is proud to announce i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 16, 2024 GRYPHON DIGITAL MIN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 16, 2024 GRYPHON DIGITAL MINING, INC.

Asset Purchase Agreement, dated as of August 16, 2024, by and among Giga Caddo, LLC and Gryphon Digital Mining, Inc.

Exhibit 2.1 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (“Agreement”) is entered into between Giga Caddo, LLC, a Delaware limited liability company (“Seller”), and Gryphon Digital Mining, Inc., a Delaware corporation (“Buyer”) (Buyer and Seller, collectively, “Parties” and each a “Party”) and will become effective as of the last date it is electronically signed by any of the Parties via

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from / to Commission file number 001-39096 GRYPHON DIGITAL MINI

Gryphon Digital Mining, Inc. Reports Second Quarter 2024 Financial Results

Exhibit 99.1 Gryphon Digital Mining, Inc. Reports Second Quarter 2024 Financial Results LAS VEGAS, NV — Gryphon Digital Mining, Inc. (Nasdaq: GRYP) (“Gryphon,” the “Company,” “we,” “our,” and “us”), a bitcoin mining company that is independently certified to be 100% renewable and pursuing a negative carbon strategy, today reported financial results for its quarter ended June 30, 2024. “Gryphon rea

Amended and Restated Terms Agreement, dated June 7, 2024, by and between the Company and Ladenburg Thalmann & Co. Inc.

Exhibit 10.3 Execution Version GRYPHON DIGITAL MINING, INC. AMENDED AND RESTATED TERMS AGREEMENT June 7, 2024 Ladenburg Thalmann & Co. Inc. 640 Fifth Avenue, 4th Floor New York, New York 10019 Ladies and Gentlemen: Subject to, and in accordance with, the terms and conditions stated herein and in the Sales Agreement, dated April 19, 2024 (as amended and together with any applicable Terms Agreement,

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2024 GRYPHON DIGITAL MINING, INC. (Exact name of registrant as specified in its charter) Delaware 001-39096 83-2242651 (State or other jurisdiction of incorporation) (Commi

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. )

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. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

Gryphon Digital Mining Announces CFO Transition

Exhibit 99.1 Gryphon Digital Mining Announces CFO Transition LAS VEGAS, NV / Gryphon Digital Mining, Inc. (NASDAQ:GRYP) (“Gryphon” or the “Company”), a bitcoin mining company that is independently certified to be 100% renewable and pursuing a negative carbon strategy, today announced that Sim Salzman, Chief Financial Officer, will be stepping down from his position effective November 15, 2024 to s

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2024 GRYPHON DIGITAL MINING, INC. (Exact name of registrant as specified in its charter) Delaware 001-39096 83-2242651 (State or other jurisdiction of incorporation) (Commiss

Letter Agreement

Exhibit 10.1 Simeon Salzman #### VIA EMAIL Dear Sim: Gryphon Digital Mining, Inc. (the “Company”), is pleased to offer you continuing employment on the following terms through November 15, 2024 (the “Employment End Date”). Except to the extent provided herein, this letter agreement (i) replaces and supersedes in its entirety the Executive Employment Agreement between you and the Company dated June

Sphere concedes it will no longer seek to impose any liability for impersonation of its CFO Sphere’s concession means that Gryphon is no longer subject to liability on the basis of these allegations

Exhibit 99.1 Sphere concedes it will no longer seek to impose any liability for impersonation of its CFO Sphere’s concession means that Gryphon is no longer subject to liability on the basis of these allegations Las Vegas, NV — July 17, 2024 - Gryphon Digital Mining, Inc. (Nasdaq: GRYP) (“Gryphon” or the “Company”), a bitcoin mining company that is independently certified to be 100% renewable and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 17, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 17, 2024 GRYPHON DIGITAL MINING, INC. (Exact name of registrant as specified in its charter) Delaware 001-39096 83-2242651 (State or other jurisdiction of incorporation) (Commiss

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. )

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. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Gryphon Digital Mining Announces Q2/24 Operational Update

Exhibit 99.1 Gryphon Digital Mining Announces Q2/24 Operational Update Record Company Quarterly Hashrate as Mining Operations Grow 20% YoY; Considering High Performance Computing in Growth Plans Las Vegas, NV — July 9, 2024 - Gryphon Digital Mining, Inc. (Nasdaq: GRYP) (“Gryphon” or the “Company”), a bitcoin mining company that is independently certified to be 100% renewable and pursuing a negativ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 9, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 9, 2024 GRYPHON DIGITAL MINING, INC. (Exact name of registrant as specified in its charter) Delaware 001-39096 83-2242651 (State or other jurisdiction of incorporation) (Commissi

Gryphon Digital Mining, Inc. Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-277060 PROSPECTUS SUPPLEMENT (To Prospectus dated April 3, 2024) $70,000,000 Gryphon Digital Mining, Inc. Common Stock We have entered into a sales agreement (the “Sales Agreement”) with Ladenburg Thalmann & Co. Inc. (“Ladenburg”), Kingswood Capital Partners, LLC (f/k/a Kingswood Investments, a division of Kingswood Capital Partners, LLC) (“Kin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2024 GRYPHON DIGITAL MINING, INC. (Exact name of registrant as specified in its charter) Delaware 001-39096 83-2242651 (State or other jurisdiction of incorporation) (Commissi

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2024 GRYPHON DIGITAL MINING, INC. (Exact name of registrant as specified in its charter) Delaware 001-39096 83-2242651 (State or other jurisdiction of incorporation) (Commissi

Gryphon Digital Mining, Inc. Reports First Quarter 2024 Financial Results

Exhibit 99.1 Gryphon Digital Mining, Inc. Reports First Quarter 2024 Financial Results LAS VEGAS, NV — Gryphon Digital Mining, Inc. (Nasdaq: GRYP) (“Gryphon,” the “Company,” “we,” “our,” and “us”), a bitcoin mining company that is independently certified to be 100% renewable and pursuing a negative carbon strategy, today reported financial results for its quarter ended March 31, 2024. “Q1/24 marke

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from / to Commission file number 001-39096 GRYPHON DIGITAL MIN

Nasdaq: GRYP May 2024 www.GryphonDigitalMining.com Disclaimer This presentation (“Presentation”) is being issued by Gryphon Digital Mining Inc . (the “Company”, “Gryphon” or “Gryphon Digital Mining”) for information purposes only . The content of thi

Exhibit 99.1 Nasdaq: GRYP May 2024 www.GryphonDigitalMining.com Disclaimer This presentation (“Presentation”) is being issued by Gryphon Digital Mining Inc . (the “Company”, “Gryphon” or “Gryphon Digital Mining”) for information purposes only . The content of this Presentation has not been approved by any securities regulatory authority . Reliance on this Presentation for the purpose of engaging i

5,797,922 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-278805 5,797,922 Shares of Common Stock This prospectus relates to the resale of up to 5,797,922 shares of Gryphon Digital Mining, Inc. (the “Company,” “we,” “our” or “us”) common stock, par value $0.0001 per share (the “Common Stock”), by the selling stockholders listed in this prospectus or their permitted transferees (the “Selling Stockholde

Letter from Marcum LLP dated April 26, 2024 to the Securities and Exchange Commission regarding change in certifying accountant.

Exhibit 16.1 April 26, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Gryphon Digital Mining, Inc. (formerly known as Akerna Corp.) under Item 4.01 of its Form 8-K dated April 26, 2024. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statem

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2024 GRYPHON DIGITAL MINING, INC. (Exact name of registrant as specified in its charter) Delaware 001-39096 83-2242651 (State or other jurisdiction of incorporation) (Commis

LETTER

United States securities and exchange commission logo April 23, 2024 Robby Chang Chief Executive Officer, President and Director Gryphon Digital Mining, Inc.

GRYPHON DIGITAL MINING, INC. 1180 North Town Center Drive, Suite 100, Las Vegas, NV 89144 April 23, 2024

GRYPHON DIGITAL MINING, INC. 1180 North Town Center Drive, Suite 100, Las Vegas, NV 89144 April 23, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Crypto Assets 100 F Street, N.E. Washington, DC 20549 Attn: Ms. Jessica Livingston Re: Gryphon Digital Mining, Inc. Registration Statement on Form S-3 Filed April 18, 2024 File No. 333-278805 Dear Ms. Li

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 18, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 18, 2024 GRYPHON DIGITAL MINING, INC. (Exact name of registrant as specified in its charter) Delaware 001-39096 83-2242651 (State or other jurisdiction of incorporation) (Commis

FOR RELEASE on April 22, 2024, 7:00AM EST

Exhibit 99.1 FOR RELEASE on April 22, 2024, 7:00AM EST Gryphon Digital Mining Announces Stock Repurchase Program; Machine Upgrade Program Completed Ahead of Schedule Las Vegas, NV — April 22, 2024 - Gryphon Digital Mining, Inc. (Nasdaq: GRYP) (“Gryphon” or the “Company”), a leading bitcoin mining company that is independently certified to be 100% renewable and pursuing a negative carbon strategy,

Gryphon Digital Mining, Inc. Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-277060 PROSPECTUS SUPPLEMENT (To Prospectus dated April 3, 2024) $70,000,000 Gryphon Digital Mining, Inc. Common Stock We have entered into a sales agreement and terms agreement (together, the “Sales Agreement”), with B. Riley Securities, Inc. (“B. Riley Securities”), Ladenburg Thalmann & Co. Inc. (“Ladenburg”), Kingswood Investments, a divisio

Terms Agreement, dated as of April 19, 2024, by and between the Company and Ladenburg Thalmann & Co. Inc. (incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K filed on April 19, 2024)

Exhibit 10.3 Gryphon Digital Mining, Inc. TERMS AGREEMENT April 19, 2024 Ladenburg Thalmann & Co. Inc. 640 Fifth Avenue, 4th Floor New York, New York 10019 Ladies and Gentlemen: Subject to, and in accordance with, the terms and conditions stated herein and in the Sales Agreement, dated April 19, 2024 (together with any applicable Terms Agreement, the “Sales Agreement”), among Gryphon Digital Minin

Terms Agreement, dated April 19, 2024, by and between the Company and B. Riley Securities, Inc.

Exhibit 10.2 Gryphon Digital Mining, Inc. TERMS AGREEMENT April 19, 2024 B. Riley Securities, Inc. 299 Park Avenue, 21st Floor New York, NY 10171 Ladies and Gentlemen: Subject to, and in accordance with, the terms and conditions stated herein and in the Sales Agreement, dated April 19, 2024 (together with any applicable Terms Agreement, the “Sales Agreement”), among Gryphon Digital Mining, Inc., a

At the Market Offering Agreement, dated as of April 19, 2024, by and among the Company and B. Riley Securities, Inc., Ladenburg Thalmann & Co. Inc., Kingswood Investments, a division of Kingswood Capital Partners LLC, PI Financial (US) Corp. and ATB Capital Markets USA Inc. (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on April 19, 2024)

Exhibit 10.1 Execution Version GRYPHON DIGITAL MINING, INC. Common Stock (par value $0.0001 per share) At Market Issuance Sales Agreement April 19, 2024 B. Riley Securities, Inc. 299 Park Avenue, 21st Floor New York, NY 10171 Ladenburg Thalmann & Co. Inc. 640 Fifth Avenue, 4th Floor New York, New York 10019 Kingswood Investments, a division of Kingswood Capital Partners, LLC 126 East 56th St, Suit

1,332,759 Shares Gryphon Digital Mining, Inc. Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-277060 PROSPECTUS SUPPLEMENT (To Prospectus dated April 3, 2024) 1,332,759 Shares Gryphon Digital Mining, Inc. Common Stock We are issuing 1,332,759 shares of our common stock in payment to certain vendors for services rendered or other payment obligations over the next several fiscal quarters under contractual arrangements between us and these

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 19, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 19, 2024 GRYPHON DIGITAL MINING, INC. (Exact name of registrant as specified in its charter) Delaware 001-39096 83-2242651 (State or other jurisdiction of incorporation) (Commis

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 19, 2024 GRYPHON DIGITAL MINING, INC. (Exact name of registrant as specified in its charter) Delaware 001-39096 83-2242651 (State or other jurisdiction of incorporation) (Commis

As filed with the Securities and Exchange Commission on April 18, 2024

As filed with the Securities and Exchange Commission on April 18, 2024 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) Gryphon Digital Mining, Inc.

2024 Omnibus Incentive Plan

Exhibit 4.1 GRYPHON DIGITAL MINING, INC. 2024 OMNIBUS INCENTIVE PLAN 1. General. 1.1 Purpose. The purposes of this Plan are to attract and retain the best available personnel for the Company and its Affiliates, to provide additional incentives to such personnel and to promote the success of the business of the Company and its Affiliates. Capitalized terms not defined in the text are defined in Sec

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Gryphon Digital Mining, Inc.

As filed with the Securities and Exchange Commission on April 8, 2024

As filed with the Securities and Exchange Commission on April 8, 2024 Registration No.