Sec Form 3 Filing - Anchorage Lending CA, LLC @ Gryphon Digital Mining, Inc. - 2024-10-25

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Anchorage Lending CA, LLC 2. Issuer Name and Ticker or Trading Symbol Gryphon Digital Mining, Inc. [ GRYP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) P.O. BOX - ONE EMBARCADERO CENTER #2409 3. Date of Earliest Transaction (MM/DD/YY) 10/25/2024 (Street) SAN FRANCISCO, CA94216 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, par value $0.0001 per share 8,287,984 ( 1 ) D ( 2 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Warrant $ 0.01 10/25/2024 10/25/2034 Common Stock 3,530,198 ( 1 ) ( 3 ) D ( 2 ) Warrant $ 1.5 10/25/2024 10/25/2034 Common Stock 2,000,000 ( 1 ) ( 3 ) D ( 2 ) Convertible Debt $ 1.1 ( 4 ) 10/25/2027 Common Stock 2,272,727 ( 1 ) D ( 2 ) Convertible Debt $ 1.5 ( 4 ) 10/25/2027 Common Stock 1,666,667 ( 1 ) D ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Anchorage Lending CA, LLC P.O. BOX - ONE EMBARCADERO CENTER #2409 SAN FRANCISCO, CA94216 X X Anchor Labs, Inc. P.O. BOX - ONE EMBARCADERO CENTER #2409 SAN FRANCISCO, CA94216 X X Signatures /s/ TuongVy Le, General Counsel 11/01/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects 8,287,984 shares of common stock, par value $0.0001 per share (the "Shares"), of Gryphon Digital Mining, Inc. (the "Issuer"), issued to Anchorage Lending CA, LLC ("Anchorage Lending") on October 25, 2024, in connection with that certain Debt Repayment and Exchange Agreement, dated as of October 25, 2024, pursuant to which Anchorage Lending agreed to cancel certain outstanding debt owed by the Issuer to Anchorage Lending in exchange for, among other consideration, 8,287,984 Shares, a warrant to purchase 3,530,198 Shares at an exercise price of $0.01 per share (the "Penny Warrant") and a warrant to purchase 2,000,000 Shares at an exercise price of $1.50 per share (the "1.50 Warrant" and, together with the Penny Warrant, the "Warrants"). ( 2 )Anchorage Lending is wholly owned by Anchor Labs, Inc., a Delaware corporation ("Anchor Labs"). Accordingly, Anchor Labs may be deemed to share beneficial ownership of the securities held of record by Anchorage Lending. ( 3 )Pursuant to the terms of the Warrants, the Issuer may not effect any exercise of the Warrants, and Anchorage Lending does not have the right to exercise any portion of the Warrants to the extent that, after giving effect to the attempted exercise, Anchorage Lending, together with its affiliates and any other persons acting as a group together with Anchorage Lending and its affiliates, would beneficially own more than 19.99% of the Shares of the Issuer outstanding upon the issuance of the Warrants (the "Beneficial Ownership Limitation"); provided, however, that Anchorage Lending shall be permitted to exercise the Warrants in excess of the Beneficial Ownership Limitation upon receipt of such stockholder approval as may be required by the applicable rules and regulations of The Nasdaq Stock Market, LLC (or any successor entity). ( 4 )Pursuant to the Debt Repayment and Exchange Agreement, the Issuer and Anchorage Lending entered into a Loan, Guaranty and Security Agreement, dated as of October 25, 2024 (the "Loan Agreement"), pursuant to which, upon the Issuer's receipt of stockholder approval of Anchorage Lending's ability to beneficially own in excess of 20% of the Shares, Anchorage Lending shall have the option to convert the principal loan balance of $5,000,000 (the "Loan") under the Loan Agreement as follows: $1.10 per Share for the first $2,500,000 principal amount of the Loan and $1.50 per Share for the second $2,500,000 principal amount of the Loan.

Remarks: Dan Grigorian currently serves as Anchorage Lending's representative on the Issuer's board of directors, and therefore the Reporting Persons may be deemed a "director by deputization" of the Issuer.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.