SCHEDULE: Anchorage Lending Increases Stake in Gryphon Digital Mining to 21.3% Following Warrant Exercise and Merger Support Agreement

Anchorage Lending CA, LLC has significantly increased its beneficial ownership in Gryphon Digital Mining, Inc. to 21.3% after exercising warrants and entering into a voting and support agreement related to a planned merger with American Bitcoin Corp.

Summary

• Anchorage Lending CA, LLC and Anchor Labs, Inc. filed an Amendment No. 1 to their Schedule 13D regarding Gryphon Digital Mining, Inc.
• On May 10, 2025, Gryphon Digital Mining, Inc. and Anchorage Lending amended $1.50 Warrants to purchase 2,000,000 shares, reducing the exercise price from $1.50 to $0.55 per share.
• On May 24, 2025, Gryphon's stockholders approved the issuance of common stock upon conversion of a Loan Agreement and exercise of Warrants, in accordance with Nasdaq Listing Rules 5635(b) and (d), if such issuances exceed 20% of the Issuer's outstanding common stock.
• On June 24, 2025, Anchorage Lending exercised Warrants in full on a cashless basis, acquiring an aggregate of 4,384,470 shares of Gryphon Digital Mining common stock.
• This exercise included 889,898 shares from the $0.55 Warrants (originally $1.50 Warrants) and 3,494,572 shares from Penny Warrants ($0.01 exercise price).
• As of June 30, 2025, Anchorage Lending beneficially owns 16,611,848 shares of Gryphon Digital Mining common stock, representing 21.3% of the outstanding shares, based on 74,037,284 shares outstanding as of July 1, 2025.
• This beneficial ownership consists of 12,672,454 shares owned directly and 3,939,394 shares issuable upon conversion of the Loan.
• Anchorage Lending and Anchor Labs, Inc. have no current intention to convert the Loan into shares and expect it to be paid in full in cash before or at the closing of the Merger.
• On May 9, 2025, Gryphon Digital Mining, Inc. entered into a Merger Agreement with GDM Merger Sub I Inc., GDM Merger Sub II LLC, and American Bitcoin Corp. (ABTC) for a two-step merger.
• Concurrently with the Merger Agreement, ABTC and Anchorage Lending entered into a Voting and Support Agreement, committing Anchorage Lending to vote its shares in favor of the Mergers and restricting the transfer of its shares under certain conditions.

Sentiment

Score: 7

Explanation: The document details strategic corporate actions, including a significant increase in beneficial ownership by a key investor and a merger agreement. The investor's commitment through warrant exercise and a voting support agreement for the merger indicates confidence and strategic alignment, which is generally positive for the company's outlook.

Positives

• Stockholder approval for Anchorage Lending to exceed 20% ownership demonstrates alignment and support for a significant investor.
• The exercise of warrants by Anchorage Lending indicates a commitment to increasing its stake in Gryphon Digital Mining.
• The Voting and Support Agreement from a major shareholder like Anchorage Lending provides stability and support for the proposed merger with American Bitcoin Corp.

Risks

• The Loan Agreement is expected to be paid in full in cash before or at the closing of the Merger; failure to do so could impact the company's financial position or the merger terms.
• The Voting and Support Agreement restricts Anchorage Lending's ability to sell, transfer, or dispose of its shares until the Voting Covenant Expiration Date, potentially limiting its liquidity.

Future Outlook

The Reporting Persons expect the Loan to be paid in full in cash before or at the closing of the Merger and have no current intention to convert the Loan into shares of common stock. The company is proceeding with a two-step merger with American Bitcoin Corp., supported by Anchorage Lending's voting agreement.

Industry Context

This filing reflects a significant capital structure event and strategic alignment for a company in the digital mining sector. The merger activity suggests consolidation or strategic expansion within the cryptocurrency mining industry, potentially driven by market conditions or operational efficiencies.

Corporate Governance

Related Party Transactions

• Warrant Amendment: Gryphon Digital Mining, Inc. amended warrants with Anchorage Lending CA, LLC, a significant beneficial owner, reducing the exercise price.
• Voting and Support Agreement: American Bitcoin Corp. and Anchorage Lending CA, LLC entered into an agreement where Anchorage Lending commits to vote its shares in favor of the Mergers and restricts share transfers.

Stakeholder Impact

• Shareholders: The increase in beneficial ownership by Anchorage Lending and the pending merger with American Bitcoin Corp. could impact future share price and corporate strategy. The voting agreement ensures shareholder support for the merger from a major investor.
• Creditors: The expectation that the Loan will be paid in cash before or at the merger closing provides clarity on the repayment of debt.

Next Steps

• Closing of the merger between Gryphon Digital Mining, Inc. and American Bitcoin Corp.
• Payment of the Loan in full in cash before or at the closing of the Merger.

Key Dates

Keywords

Gryphon Digital Mining, Anchorage Lending, Schedule 13D, Warrant Exercise, Beneficial Ownership, Merger Agreement, American Bitcoin Corp, Voting and Support Agreement, Common Stock, SEC Filing, Digital Mining, Blockchain