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 June 23, 2025

Steven Gutterman
Chief Executive Officer
Gryphon Digital Mining, Inc.
1180 North Town Center Drive, Suite 100
Las Vegas, NV 89144

 Re: Gryphon Digital Mining, Inc.
 Registration Statement on Form S-4
 Filed June 6, 2025
 File No. 333-287865
Dear Steven Gutterman:

 We have conducted a limited review of your registration statement and
have the
following comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-4
Cover Page

1. Please revise the cover page to disclose the estimated Exchange Ratio of
each class of
 ABTC common shares for each class of Gryphon common shares, the implied
price
 per share and the aggregate value of the consideration of the merger. In
addition,
 please disclose the number of shares of each class of common stock
offered in
 connection with the Mergers.
Notice of Special Meeting of Shareholders, page i

2. Please revise to briefly describe proposals 3 to 7 here, in the
prospectus summary and
 on page 64.
 June 23, 2025
Page 2
Questions and Answers About the Mergers
What will happen to Gryphon if, for any reason, the Mergers do not close, page
xxi

3. Please expand your disclosure in this section to address the termination
fee.
Regulatory Approvals, page 6

4. Please disclose the date that the the notification and report form were
submitted
 pursuant to the HSR Act and the current status of approval under the HSR
Act.
Terms of the Mergers; Merger Consideration, page 6

5. Please revise to disclose the situations in which the Exchange Ratio is
adjustable
 upward or downward, including the issuance of ABTC's financing involving
a private
 placement, the potential of Gryphon to conduct a reverse stock split and
the sale of not
 more than $5 million of Gryphon's common stock under its at-the-market
offering
 program for the purpose of repaying the Anchorage Loan prior to Closing.
In addition,
 please disclose, if known, the number of shares of Class A Common Stock
that ABTC
 plans to issue prior to the Closing and the number of shares of common
stock that
 Gryphon plans to issue prior to the Closing.
Ownership of the Combined Company After the Mergers, page 7

6. Please disclose here, on the cover page, in the second complete risk
factor on page 17
 and on page 126 the percentage of voting power that the holders of ABTC
Common
 Stock and the holders of equity interests of Gryphon will have following
the
 completion of the Mergers. In addition, please disclose here the
percentage of the
 Combined Company that Hut 8 will own and the voting power that Hut 8
will have
 following the completion of the Mergers.
Certain Related Agreements, page 10

7. Please revise to disclose here the termination date of the ABTC Support
Agreement,
 the Gryphon D&O Support Agreements, and the Gryphon Support Agreement
 (Anchorage). In addition, please disclose the voting power of the
directors and
 executive officers that entered into the Gryphon D&O Support Agreements
and
 identify the parties to the agreements. Also please disclose the voting
power of
 Anchorage in your discussion of the Gryphon Support Agreement
(Anchorage). Also
 disclose that the parties to the Gryphon D&O Support Agreements have
also agreed to
 vote against any Gryphon Acquisition Proposal or any proposal with
respect to
 Gryphon that is in opposition to or in competition with the Mergers.
Risk Factors
Risks Related to the Mergers
Gryphon and ABTC are expected to incur substantial expenses, page 22

8. Please revise your disclosure to provide, to the extent available, an
estimate of the
 expenses that Gryphon and ABTC have incurred and are expected to incur
in
 connection with the Mergers.
 June 23, 2025
Page 3
Risks Related to Gryphon
To the extent that any such claims may be based upon federal law claims,
Section 27, page 29

9. We note that the heading to this risk factor addresses Section 27 of the
Exchange Act
 but that the disclosure under this heading addresses Section 22 of the
Securities Act.
 Please revise to expand this risk factor to also address Section 27 of
the Exchange Act
 and revise the heading to indicate that the risk factor addresses both
Section 22 of the
 Securities Act and Section 27 of the Exchange Act.
Risks Related to the Combined Company
The Proposed Charter will include a forum selection clause, page 61

10. Please revise your prospectus to state that there is uncertainty as to
whether a court
 would enforce the provision related to the Securities Act and that
investors cannot
 waive compliance with the federal securities laws and the rules and
regulations
 thereunder.
The Mergers
Board of Directors and Management Following the Mergers, page 71

11. We note that ABTC has not yet determined the fifth director of the
Combined
 Company and that it may hire additional executive officers. Please
disclose when
 ABTC expects to identify the fifth director and the individuals who will
serve as any
 other executive officers.
Background of the Mergers, page 72

12. Please add disclosure to describe the negotiations regarding the voting
power of
 Gryphon stockholders and ABTC stockholders in the Combined Company.
13. Please disclose any discussions between Gryphon and other potential
strategic
 partners regarding alternative transactions as well as the other
financial and strategic
 alternatives that Gryphon considered. Please describe with sufficient
detail so that
 investors understand why these alternative options were not pursued or
were rejected.
 In this regard, we note your disclosure on page 87 that Gryphon
conducted a through
 review of strategic alternatives.
14. Please disclose whether a specific post-transaction share of equity in
the combined
 company as between Gryphon stockholders and stockholders of the Hut 8
 counterparty to the transaction was considered either in the March 6,
2025 or March
 11, 2025 meeting and, if so, which party proposed the post-transaction
share of equity.
 In addition, please summarize the terms that were discussed and
negotiated in the
 March 13, 2025, March 24, 2025, March 25, 2025 and March 31, 2025
meetings.
 Similarly, please disclose the exchange ratio that was proposed in the
April 28, 2025
 meeting and disclose which party proposed the exchange ratio.
15. Please briefly describe Gryphon's and its affiliates' rights and
obligations under the
 Captus Agreement so that investor's understand the agreement in the
context of the
 Merger Agreement negotiation with Hut 8. Also address the impact to
Gryphon of
 its assignment of the rights and obligations under the Captus Agreement
and why
 Gryphon agreed to assign its rights and obligations under the Captus
Agreement.
 June 23, 2025
Page 4

16. We note your disclosure on page 73 that, "[o]n February 14, 2024,
members of
 Gryphon s management held in-person meetings with several investment
bankers in
 New York and discussed on a no-names basis the possibility of a business
 combination transaction involving Gryphon" and that "Gryphon s
management was
 encouraged by the generally positive reception to this concept." Please
expand this
 section to clarify whether the purpose of this meeting was to elicit
response regarding
 Gryphon's current engagement with a strategic partner for the purposes
of a business
 combination transaction or to find alternative strategic partners.
Opinion of Marshall & Stevens, page 77

17. Please disclose any material relationship that existed during the past
two years or that
 is contemplated between Marshall & Stevens, including its affiliates,
and Gryphon
 and its affiliates. If no such relationship existed or is contemplated,
so state. Similarly,
 please disclose any material relationships between Marshall & Stevens
and Hut 8 and
 its affiliates or American Bitcoin and its affiliates.
18. Please disclose any projections contained in the presentations provided
to Marshall
 & Stevens, named "Building America's Bitcoin Infrastructure Backbone"
and the
 "New Standard in Bitcoin Mining," to the extent that Marshall & Stevens
used those
 projections to reach its fairness determination.
Gryphon's Reasons for the Approval of the Mergers, page 86

19. We note your disclosure in the fifth bullet point on page 87 that
Gryphon considered
 ABTC's current business plan in connection with its decision to approve
the Merger
 Agreement and the transactions contemplated by the Merger Agreement.
Please
 expand this bullet point to briefly describe which aspects of ABTC's
business plan
 Gryphon considered and clarify what you mean by the "upcoming value
inflection
 points."
ABTC's Reasons for the Approval of the Mergers, page 89

20. Please expand the eighth bullet point on page 89 to clarify what you
mean by the
 "current economic, industry and market conditions affecting ABTC."
Marshall & Stevens Fairness Opinion, page J-1

21. We note the Opinion provided by Marshall & Stevens includes the
statement, "[o]ur
 Opinion expressed herein has been prepared for the Board in connection
with its
 consideration of the Transaction and may not be relied upon by any other
person or
 entity for any other purpose." As drafted, this statement may be
construed as a
 disclaimer of liability to the security holders. Please have Marshall &
Stevens revise
 the Opinion to remove this statement.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.
 June 23, 2025
Page 5

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Sonia Bednarowski at 202-551-3666 or John Dana Brown at
202-551-
3859 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Crypto
Assets
cc: Adam C. Berkaw
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