CORRESP Filing
American Bitcoin Corp.
Date: July 21, 2025 · CIK: 0001755953 · Accession: 0001213900-25-066301
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-287865
Letter
Gryphon Digital Mining, Inc.
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
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
File No. 333-287865
Ladies and Gentlemen:
Gryphon Digital Mining, Inc. (the " Company ," " we ," " us " or " our ") hereby submits its responses to the comment letter received from the staff (the " Staff ," " you " or " your ") of the U.S. Securities and Exchange Commission (the " Commission "), dated July 16, 2025, regarding the Registration Statement on Form S-4 (the " Registration Statement ") submitted to the Commission on July 1, 2025.
For the Staff's convenience, we have repeated below the Staff's comment in bold and have followed the comment with the response. In response to the Staff's comment, the Company is filing via Edgar a revised draft Registration Statement (the " Amended Registration Statement ") simultaneously with the submission of this response letter. Capitalized terms used but not defined in this correspondence have the meanings set forth in the Amended Registration Statement.
Amendment No. 1 to Registration Statement on Form S-4
The Mergers
Opinion of Marshall & Stevens, page 80
1. Refer to your response to prior comment 21. We note your revised disclosure on page 80 that "Liability of Marshall & Stevens or the Gryphon Board to any other person or entity with respect to the M&S Opinion, if any, would be separate and apart from any liability under Marshall & Stevens' contract with Gryphon and depend on the standing of such nonparty claimant, as may be determined by a court of competent jurisdiction." Please disclose that resolution of the question of the availability of a state law defense to Marshall & Stevens will have no effect on the rights and responsibilities of the Gryphon Board under applicable state law. Further disclose that the availability of such a state law defense to Marshall & Stevens would have no effect on the rights and responsibilities of either Marshall & Stevens or the Gryphon Board under the federal securities laws.
Response:
The Company respectfully acknowledges the Staff's comment and advises the Staff that the Company has amended the disclosure on page 80 of the Amended Registration Statement to address the Staff's comment.
We thank the Staff in advance for its consideration of the foregoing. Should you have any questions, please do not hesitate to contact our legal counsel, Adam Berkaw, Esq., of Ellenoff Grossman & Schole LLP, at (212) 370-1300.
Sincerely,
By:
/s/ Steve
Gutterman
Show Raw Text
CORRESP 1 filename1.htm 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 File No. 333-287865 Ladies and Gentlemen: Gryphon Digital Mining, Inc. (the " Company ," " we ," " us " or " our ") hereby submits its responses to the comment letter received from the staff (the " Staff ," " you " or " your ") of the U.S. Securities and Exchange Commission (the " Commission "), dated July 16, 2025, regarding the Registration Statement on Form S-4 (the " Registration Statement ") submitted to the Commission on July 1, 2025. For the Staff's convenience, we have repeated below the Staff's comment in bold and have followed the comment with the response. In response to the Staff's comment, the Company is filing via Edgar a revised draft Registration Statement (the " Amended Registration Statement ") simultaneously with the submission of this response letter. Capitalized terms used but not defined in this correspondence have the meanings set forth in the Amended Registration Statement. Amendment No. 1 to Registration Statement on Form S-4 The Mergers Opinion of Marshall & Stevens, page 80 1. Refer to your response to prior comment 21. We note your revised disclosure on page 80 that "Liability of Marshall & Stevens or the Gryphon Board to any other person or entity with respect to the M&S Opinion, if any, would be separate and apart from any liability under Marshall & Stevens' contract with Gryphon and depend on the standing of such nonparty claimant, as may be determined by a court of competent jurisdiction." Please disclose that resolution of the question of the availability of a state law defense to Marshall & Stevens will have no effect on the rights and responsibilities of the Gryphon Board under applicable state law. Further disclose that the availability of such a state law defense to Marshall & Stevens would have no effect on the rights and responsibilities of either Marshall & Stevens or the Gryphon Board under the federal securities laws. Response: The Company respectfully acknowledges the Staff's comment and advises the Staff that the Company has amended the disclosure on page 80 of the Amended Registration Statement to address the Staff's comment. We thank the Staff in advance for its consideration of the foregoing. Should you have any questions, please do not hesitate to contact our legal counsel, Adam Berkaw, Esq., of Ellenoff Grossman & Schole LLP, at (212) 370-1300. Sincerely, By: /s/ Steve Gutterman Name: Steve Gutterman Title: Chief Executive Officer cc: Adam Berkaw, Ellenoff Grossman & Schole LLP Christopher M. Barlow, Skadden, Arps, Slate, Meagher & Flom LLP Ryan J. Dzierniejko, Skadden, Arps, Slate, Meagher & Flom LLP