ABTCAmerican Bitcoin

Please provide an analysis supporting your conclusion that the registrant is eligible to use Form S-3 to register this offering considering the shareholders of Gryphon Digital Mining, Inc. are voting on proposals necessary to complete the acquisition of the company by American Bitcoin Corp. In this regard, we note General Instruction I.A.6 to Form S-3.

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If you are not eligible to use Form S-3 for this offering, please withdraw this registration statement and refile on an appropriate form.

On behalf of the Company, we respectfully submit that General Instruction I.A.6 to Form S-3 is not applicable to the Company as the Company is not, and will not be following the transactions described below, a successor registrant.

The Company advises the Staff that the series of transactions whereby the Company will acquire American Bitcoin Corp. (“ABTC”) in a stock-for-stock merger transaction will not result in any entity being deemed a successor registrant of the Company.

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A successor registrant is a new and distinct entity that has acquired the assets and assumed the liabilities of a predecessor registrant as the legal acquiror in a merger, consolidation, purchase, or other direct transfer, with such entity continuing the business of the predecessor registrant.

Notably, the Company will be the indirect legal acquirer of ABTC in connection with the transactions described directly below:

On May 9, 2025, the Company, GDM Merger

Sub I Inc. (“Merger Sub Inc.”) and GDM Merger Sub II LLC (“Merger Sub LLC”), both wholly owned direct subsidiaries of the Company, and ABTC entered into a merger agreement. The merger agreement provides for (i) the merger of Merger Sub Inc. with and into ABTC, with ABTC surviving (the “First Merger”) and (ii) immediately after the First Merger, the merger of ABTC with and into Merger Sub LLC, with Merger Sub LLC surviving as a wholly owned direct subsidiary of the Company.

The Company will not experience any change to its corporate existence as a result of the transactions described above and, following completion of the transactions, the Company will be the legal parent of Merger Sub LLC following Merger Sub Inc.’s merger into ABTC and ABTC’s subsequent merger into

Merger Sub LLC. The Company will continue to operate as “the registrant” within the meaning of General Instruction I.A.3 to

Form S-3.

The Company respectfully advises the

Staff that the completion of the acquisition of ABTC by the Company remains subject to the approval of certain proposals by the stockholders of the Company at its special meeting to be held on August 27, 2025. In light of the foregoing analysis, the Company respectfully submits that (i) the Company is not currently and will not become a successor registrant, (ii) General Instruction I.A.6 to Form S-3 does not apply to the Company, and (iii) the Company satisfies the eligibility requirements of Form S-3.

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.

Read in the reply ↗

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.

The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company has amended the disclosure on the cover page of the Amended Registration

Statement to address the Staff’s comment. Read in the reply ↗

Please revise to briefly describe proposals 3 to 7 here, in the prospectus summary and on page 64.

The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company has amended the disclosure in the

Notice of Special Meeting of Shareholders and on pages 13 and 65 of the Amended Registration Statement to address the Staff’s comment. Read in the reply ↗

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

The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company has amended the disclosure on page xxi of the Amended Registration Statement to address the Staff’s comment. Read in the reply ↗

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.

The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company has amended the disclosure on pages

6 and 94 of the Amended Registration Statement to address the Staff’s comment to report that the notification and report form have not yet been submitted. Read in the reply ↗

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.

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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.

The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company has amended the disclosure on pages

7 and 69 of the Amended Registration Statement to address the Staff’s comment. Read in the reply ↗

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.

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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.

The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company has amended the disclosure on the cover page and pages 7-8, 18 and 129 of the Amended Registration Statement to address the Staff’s comment. Read in the reply ↗

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.

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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.

The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company has amended the disclosure on pages

12-13 and 123 of the Amended Registration Statement to address the Staff’s comment.

Risk Factors

Risks Related to the Mergers

Gryphon and ABTC are expected to incur substantial expenses, Read in the reply ↗

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

The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company has amended the disclosure on page

23 of the Amended Registration Statement to address the Staff’s comment. Read in the reply ↗

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.

the Staff’s comment and advises the Staff that the Company has amended the disclosure on pages 29-30 of the Amended Registration Statement to address the Staff’s comment by revising the heading and making clear that the previously bolded and italicized language was not intended to be a new risk factor. Read in the reply ↗

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 Staff’s comment and advises the Staff that the Company has amended the disclosure on page 62 of the Amended Registration Statement to address the Staff’s comment. Read in the reply ↗

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.

the Staff’s comment and advises the Staff that the Company has amended the disclosure on page 72 of the Amended Registration Statement Read in the reply ↗

Please add disclosure to describe the negotiations regarding the voting power of Gryphon stockholders and ABTC stockholders in the Combined Company.

the Staff’s comment and advises the Staff that the Company has amended the disclosure on pages 75-77 of the Amended Registration Statement Read in the reply ↗

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.

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In this regard, we note your disclosure on page 87 that Gryphon conducted a through review of strategic alternatives.

The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company has amended the disclosure on pages 75-76 and 78-79 of the Amended Registration Statement to address the Staff’s comment. Read in the reply ↗

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.

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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.

the Staff’s comment and advises the Staff that the Company has amended the disclosure on pages 75 and 77 of the Amended Registration Statement Read in the reply ↗

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.

acknowledges the Staff’s comment and advises the Staff that the Company has amended the disclosure on pages 76 and 79-80 of Read in the reply ↗

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

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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.

the Staff’s comment and advises the Staff that the Company has amended the disclosure on page 75 of the Amended Registration Statement Read in the reply ↗

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.

the Staff’s comment and advises the Staff that the Company has amended the disclosure on page 80 of the Amended Registration Statement Read in the reply ↗

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.

the Staff’s comment and advises the Staff that the Company has amended the disclosure on page 81 of the Amended Registration Statement Read in the reply ↗

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."

the Staff’s comment and advises the Staff that the Company has amended the disclosure on page 90 of the Amended Registration Statement Read in the reply ↗

Please expand the eighth bullet point on page 89 to clarify what you mean by the "current economic, industry and market conditions affecting ABTC."

acknowledges the Staff’s comment and advises the Staff that the Company has amended the disclosure on pages 3 and 92 of the

Amended Registration Statement to address the Staff’s comment. Read in the reply ↗

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.

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Please have Marshall & Stevens revise the Opinion to remove this statement.

the Staff’s comment and advises that the Company has amended the disclosure on page 80 of the Amended Registration Statement to address the Staff’s comment. Further, the Company respectfully notes that per the Marshall & Stevens engagement letter and agreed upon terms of engagement, Marshall & Stevens was engaged by the Company for the sole benefit of and to advise the Gryphon Board with the consideration of a possible acquisition of ABTC. Marshall & Stevens was not engaged to advise Gryphon stockholders.

We thank the Staff in advance for its consideration of the foregoing.

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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.

Read in the reply ↗

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

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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 1. effect on the rights and responsibilities of either Marshall & Stevens or the Gryphon Board under the federal securities laws.

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. Read in the reply ↗

Provide disclosure of any significant crypto asset market developments material to understanding or assessing Gryphon's business, financial condition and results of operations, including any material impact from the price volatility of crypto assets.

1. We have amended the disclosure in Amendment No. 1 to Form S-4 by adding additional risk factors to address this comment on page 50 thereof. Read in the reply ↗

Please file your form of proxy card with the next amendment.

2. We have revised to add the form of proxy card to Amendment No. 1 to Form S-4. Read in the reply ↗

Please revise your cover page to disclose the estimated exchange ratio of Akerna common shares for each Gryphon common share and preferred share.

3. We have revised the cover letter to stockholders in Amendment No. 1 to Form S-4 to disclose the estimated exchange ratio of Akerna common shares for each Gryphon common share and preferred share and the assumptions related to such estimate. Read in the reply ↗

Please revise your prospectus summary and risk factors to highlight the auditor's explanatory paragraph regarding Gryphon's ability to continue as a going concern and describe the material risks associated with the going concern opinion. MJ Acquisition Corp., page 3

4. We have revised the disclosures in Amendment No. 1 to Form S-4 to include additional risk factors to address this comment on page 57. Read in the reply ↗

Please revise your disclosure in the prospectus summary to more clearly disclose the relationship between the entities you reference (e.g., Alleaves and MJ Acquisition Corp.). The Transactions, page 3

5. We have revised the disclosure in the prospectus summary in Amendment No. 1 to

Form S-4 to provide additional disclosure regarding the nature of the relationship between Alleaves and MJ Acquisition Corp. based on information provided to us by MJ Acquisition Corp on page 3 thereof. Read in the reply ↗

Please revise to provide illustrative examples regarding the Merger Consideration that Gryphon shareholders will receive. Also please illustrate how the value of the Merger Consideration may fluctuate over time.

6. We have revised the disclosure in Amendment No. 1 to Form S-4 to provide these illustrative examples and the describe the various assumptions related thereto on pages 115-117 thereof. Read in the reply ↗

We note your disclosure at the bottom of page 5 regarding several factors considered by the Gryphon Board in approving the Merger Agreement, including the exchange ratio to be paid by Akerna and the related anticipated allocation of the equity interests of the combined company. Please revise to quantify these items.

7. We have revised the disclosure in Amendment No. 1 to Form S-4 to quantify these items on page 5 thereof. Read in the reply ↗

Please disclose what consideration, if any, was given to obtaining a new fairness opinion, which contemplates the fairness of the current terms of the transaction on which shareholders are voting, including the Sale Transaction with MJ Acquisition. Please further revise your disclosure to clearly and prominently state that JMP has not updated its fairness opinion to reflect the current terms of the transaction.

8. We have revised the disclosure in the Amendment No. 1 to Form S-4 to address this comment on pages 6-7 thereof. We have added a prominent disclosure in Amendment No. 1 to Form S-4 of the fact that JMP has not updated its fairness opinion to reflect the current terms of the transaction on page 7 thereof. Read in the reply ↗

To the extent material, discuss any reputational harm Gryphon or the combined company may face in light of the recent disruption in the crypto asset markets. For example, discuss how market conditions have affected how Gryphon's business is perceived by customers, counterparties, and regulators, and whether there is a material impact on operations or financial condition.

9. We have revised disclosure in the Amendment No. 1 to Form S-4 to include additional risk factors to address this comment on page 67 thereof. Read in the reply ↗

Describe any material risks to the post-merger business from the possibility of regulatory developments related to crypto assets and crypto asset markets. Identify material pending crypto legislation or regulation and describe any material effects it may have on Gryphon's business, financial condition, and results of operations.

10. We have revised disclosure in the Amendment No. 1 to Form S-4 to include additional Read in the reply ↗

Describe any material risks Gryphon or the combined company faces related to the assertion of jurisdiction by U.S. and foreign regulators and other government entities over crypto assets and crypto asset markets.

11. We have revised disclosure in the Amendment No. 1 to Form S-4 to include additional Read in the reply ↗

To the extent material, describe any gaps identified by the parties' boards or management with respect to risk management processes and policies in light of current crypto asset market conditions as well as any changes they have made to address those gaps.

12. We have revised disclosure in Amendment No. 1 to Form S-4 to include additional risk factors to address this comment on page 70 thereof. Read in the reply ↗

Describe any material financing, liquidity, or other risks Gryphon or the combined company faces related to the impact that the current crypto asset market disruption has had, directly or indirectly, on the value of the crypto assets you use as collateral or the value of your crypto assets used by others as collateral.

13. We advise the Staff that as of March 31, 2023, Gryphon has one material outstanding financing agreement for approximately $13.2 million classified as Notes Payable on the balance sheet. Pursuant to the terms of the Equipment

Loan and Security Agreement dated May 25, 2022 and amended on March 29, 2023, the financing as well as the payback of the note is denominated in Bitcoin and not U.S. fiat dollars. The note is collateralized by 7,200 Bitcoin mining machines.

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As the note is denominated in Bitcoin,

Gryphon does not believe that the current crypto asset market disruption has any direct or indirect impact on the value of Bitcoin used as collateral. To the extent Gryphon were to fail to comply with the financial covenant requiring 110% coverage, Gryphon is entitled to supplement the posted collateral with Bitcoin, US dollars, additional equipment, or other agreed upon collateral to satisfy any shortfall.

As such, Gryphon does not believe that it faces any financing, liquidity, or other risks due to the crypto asset market disruption.

Read in the reply ↗

To the extent material, describe any of the following risks due to disruptions in the crypto asset markets: • Risk from depreciation in your stock price. • Risk of loss of customer demand for your products and services. • Financing risk, including equity and debt financing. • Risk of increased losses or impairments in your investments or other assets.

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• Risks of legal proceedings and government investigations, pending or known to be threatened, in the United States or in other jurisdictions against you or your affiliates. • Risks from price declines or price volatility of crypto assets.

14. We have revised disclosure in Amendment No. 1 to Form S-4 to include additional Read in the reply ↗

Please revise here and/or elsewhere in the filing to disclose who holds the private keys associated with your crypto asset wallets, how they are stored and the precautions that are taken to keep them secure, and the security processes and procedures you have in place for withdrawing or transferring Bitcoin from those wallets.

15. We have revised disclosure in the Amendment No. 1 to Form S-4 to address this comment on pages 59 and 222. Read in the reply ↗

Disclosure in the last paragraph of this risk factor states that "[t]o the extent that Gryphon may determine in the future to expand its business by acquiring digital assets other than bitcoin, Gryphon will set up internal processes to determine whether such digital assets are securities within the meaning of the U.S.

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federal securities laws." Please describe in detail your internal processes for how you determine, or will determine as you expand your business, whether particular crypto assets you mine or otherwise acquire (whether as payment or through direct purchases) are securities within the meaning of the U.S. federal securities laws. In this regard, we note your disclosure on pages 208 and F-58 that in 2021, Gryphon received crypto assets (Bitcoin, Ethereum, DAI, and USDT) from the private placement of its common stock and series seed II preferred stock in the amount of $1,374,000. Expand your risk factor to address the risks associated with your process for making such an assessment, as well as the uncertainty and consequences of making an incorrect assessment or a regulator disagreeing with your assessment, including the specific risks inherent in your business model that may necessitate corrective measures as a result of judicial or regulatory actions. Prominently disclose this risk in the Summary. The Transactions, page 80

16. We have revised disclosure in the Amendment No. 1 to Form S-4 to address this comment on page 68. Read in the reply ↗

Please revise this section to provide greater detail regarding the background of the transactions, including the strategic alternatives considered by the Akerna Board, how negotiations of the transactions began, and how key transaction terms were negotiated and resolved.

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In particular, please revise to describe the following: • Refer to disclosure on page 81 that Akerna entered 21 non-disclosure agreements based on outreach to 36 potential strategic partners. Please summarize any material developments from these agreements and clarify whether any potential indications of interest were received. Also please disclose any proposed criteria the Akerna Board determined it would use to evaluate the same. Furthermore, please clarify why the Akerna Board decided to pursue transactions with Gryphon and POSaBIT rather than the "other interested parties" that were discussed at the October 18, 2022 board meeting. • Revise the background section to provide further information regarding Akerna's negotiations of the exchange ratio with Gryphon. In this regard, please revise to disclose: (i) the potential deal valuations and mechanics discussed on the September 27, 2022 call between Akerna management and JMP's representatives; (ii) the material terms of the "initial term sheet from Gryphon" discussed on the October 11, 2022 call; and (iii) any material differences between the terms of the initial term sheet, the October 20, 2022 term sheet and the definitive Merger Agreement. Please also revise this section to address similar disclosures as they relate to Akerna's negotiations with each of POSaBIT and Alleaves with respect to the purchase agreements.

17. We have revised the disclosure in the Amendment No. 1 to Form S-4 in the “Background to the Transaction” section to provide greater detail regarding the above noted items.

Akerna’s Financial Projections, Read in the reply ↗

In the second paragraph of this section you state, "Akerna does not warrant the accuracy, reliability, appropriateness or completeness of the financial projections to anyone." While you may include qualifying language with respect to such projections, it is inappropriate to disclaim responsibility for this information. Please revise to eliminate this disclaimer.

18. We have revised the disclosure in the Amendment No. 1 to Form S-4 to remove this disclaimer. Read in the reply ↗

We note the language in the second and third paragraphs of this section that Akerna's financial projections "should not be looked upon as 'guidance' of any sort" and cautioning investors not to rely on such projections in making a decision regarding the transaction. These statements unduly limit an investor's reliance on the proxy statement disclosures. Please remove or revise as appropriate.

19. We have revised the disclosure in Amendment No. 1 to Form S-4 to remove the second sentence and to revise the third sentence to note that investors should use caution in relying on the financial projections. Read in the reply ↗

We note your disclosure on page 102 that JMP’s fee includes $1,000,000 payable only if the POSaBIT Sale Transaction and the Merger are consummated. Noting that the POSaBIT Sale Transaction has been terminated, please revise to provide an estimate of the fees that remain payable if the Merger is consummated.

20. We have revised the disclosure in the Amendment No. 1 to Form S-4 to clarify that the $1,000,000 fee payable to JMP is payable upon consummation of any transaction involving a majority of the business, assets or equity interests of

Akerna and that JMP is reimbursable, regardless of whether a transaction is consummated, for its reasonable costs and expenses and legal fees of up to $150,000. Read in the reply ↗

We note that Gryphon provided certain financial projections to JMP and that JMP relied upon these financial projections in preparing its fairness opinion. Please disclose the financial projections provided by Gryphon to JMP or explain why such information is not material to shareholders.

21. We have revised disclosure in the Amendment No. 1 to Form S-4 to address this comment on page 101 to provide Gryphon’s financial projections. Read in the reply ↗

We note your disclosure that the parties intend for the Merger to qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code and your statement on page 104 that “no opinion of counsel has been issued with respect to the tax consequences of the Merger.” Please file a tax opinion as an exhibit to your registration statement that addresses the material tax consequences to shareholders

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or provide us your analysis as to why you do not believe such an opinion is required. Refer to Item 601(b)(8) of Regulation S-K and, for guidance, Section III of Staff Legal Bulletin No. 19.

22. We have revised the disclosure under the “Material U.S. Federal Income Tax

Consequences of the Merger” section on page 111 in the Amendment No. 1 to Form S-4 and advise that Staff that a tax opinion will be filed as an exhibit to a future amendment to the Amendment No. 1 to Form S-4. Read in the reply ↗

Revise to cross reference the section(s) describing the material aspects of the Merger and Merger Agreement.

23. We have revised the disclosure in the Amendment No. 1 to Form S-4 to added cross references to the section(s) describing the material aspects of the Merger and the Merger Agreement. Read in the reply ↗

We note you started incurring a fee related to your participation in the Foundry USA Pool of 0.43% based on your deployed hashrate. Please discuss how this will affect your business going forward, including discussion in MD&A to the extent necessary and material. Refer to Item 303(a) of Regulation S-K.

24. The fee mentioned of 0.43% based on the deployed hashrate contributed to the Foundry

USA Pool was not effective until April 19, 2023. As such, for the year ended December 31, 2022 and three month period ending March 31,

2023, Gryphon did not incur any fees related to participating in the Foundry USA Pool.

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Gryphon reviewed the tiered fee structure sent to Gryphon by Foundry (which range from 0.15% to 1.73% depending on contributed hashrate) and based on the 2023 projections of hashrate contributed by Gryphon, Gryphon would incur an average fee of 0.43% for the period of April 19, 2023 through December 31, 2023 with the assumption of contributed hashrate of 1,000 petahash to 1,999 petahash. This fee does not represent a quantitatively material amount of fees to be paid in relation to the revenues generated or cost of revenues incurred. As such, no discussion of such fee is required by

Item 303(a) of Regulation S-K under the MD&A section.

Read in the reply ↗

To the extent material, please discuss how the bankruptcies of companies in crypto assetrelated businesses and the downstream effects of those bankruptcies have impacted or may impact Gryphon's or the combined company's business, financial condition, customers, and counterparties, either directly or indirectly.

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Clarify whether Gryphon has material assets that may not be recovered due to the bankruptcies or may otherwise be lost or misappropriated.

25. We have revised disclosure in the Amendment No. 1 to Form S-4 to address this comment on page 50 of the Amendment No.1 to Form S-4. Read in the reply ↗

If material to an understanding of Gryphon's business, describe any direct or indirect exposures to other counterparties, customers, custodians, or other participants in crypto asset markets, known to: • Have filed for bankruptcy, been decreed insolvent or bankrupt, made any assignment for the benefit of creditors, or have had a receiver appointed for them.

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• Have experienced excessive redemptions or suspended redemptions or withdrawals of crypto assets. • Have the crypto assets of their customers unaccounted for. • Have experienced material corporate compliance failures.

26. We have revised disclosure in the Amendment No. 1 to Form S-4 to address this comment Read in the reply ↗

If material to an understanding of Gryphon’s business, discuss any steps it takes to safeguard the crypto assets of third parties and describe any policies and procedures that are in place to prevent self-dealing and other potential conflicts of interest. Describe any policies and procedures Gryphon has regarding the commingling of assets, including its assets, and those of affiliates or third parties.

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Identify what material changes, if any, have been made to Gryphon’s processes in light of the current crypto asset market disruption. Describe any material risks related to safeguarding Gryphon’s, its affiliates’, or third parties’ crypto assets. Describe any material risks to your business and financial condition if your policies and procedures surrounding the safeguarding of crypto assets, conflicts of interest, or comingling of assets are not effective.

27. We have revised the disclosures to include additional risk factors on page 59 and disclosure on page 219 and 220 of Amendment No.1 to Form S-4. Read in the reply ↗

We note that Gryphon's miners are located in New York, Georgia and North Carolina. Please disclose the percentage of miners that are located in each state and revise your risk factors section to address the concentration of miners in the same region of the U.S. and the concentration of miners in a single state, as appropriate.

28. We have revised the disclosures to include additional risk factors on page 63 of

Amendment No.1 to Form S-4. Read in the reply ↗

Please discuss the anticipated impacts of the next Bitcoin halving and what steps you are taking to address or mitigate these impacts, if any. Discuss in greater detail the potential impact of the decrease in the amount of Bitcoin rewards on your revenues and on the economics of your mining operations.

29. We have revised the disclosures to include additional risk factors on page 53 and disclosure on page 215 of Amendment No.1 to Form S-4. Read in the reply ↗

On page 206, you disclose that Gryphon currently participates in a single mining pool called Foundry USA Pool. Please revise to briefly discuss the mechanics of how revenues are split in the Foundry USA Pool in which Gryphon participates.

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Also please revise to disclose: • the material terms of Gryphon's agreement with Foundry USA Pool and file the same as an exhibit to your registration statement; • the percentage of Gryphon's Bitcoin hashing power that it contributes to Foundry USA Pool; • the total hashing power of the Foundry USA Pool and the percentage thereof contributed by Gryphon's miners; • how the Foundry USA Pool holds Gryphon's proportion of mining rewards and the duration thereof; and • whether the pool operator has insurance for theft or loss and the risks associated with transferring crypto assets.

30. We have revised the disclosures on page 221 and 222 of Amendment No.1 to Form S-4 to address each item of the Staff’s comment above. Read in the reply ↗

You disclose that Gryphon’s policy is to sell its Bitcoin or other crypto assets for fiat currency, with the exception of the amount required to service the agreement with Anchorage. Please revise to discuss: (i) the average period between receipt of your crypto assets and the subsequent conversion into fiat currency; and (ii) any risks to your liquidity caused by volatility in cryptocurrency pricing.

31. We have revised the disclosure in the Amendment No. 1 to Form S-4 to provide disclosure on Gryphon’s policy on pages 50 and 222 thereof. Gryphon’s policy is to sell its bitcoin or other digital assets for fiat currency, with the exception of the amount required to service the agreement with Anchorage described above. Gryphon typically converts its mined bitcoin into fiat currency through BitGo Prime LLC (“BitGo Prime”) on average within a 24 hour time frame of receipt in order to pay for operating expenditures.

Rest of the answer

BitGo Prime charges Gryphon no fees for such conversion other than a nominal wire transfer fee associated with the wire of fiat currency to Gryphon’s account.

Read in the reply ↗

Refer to your disclosure that Gryphon converts mined Bitcoin into fiat currency through BitGo Prime LLC. Revise to disclose the material terms of the Bitgo Prime agreement and file the agreement as an exhibit or advise.

32. We have revised the disclosures on page 222 Amendment No.1 to Form S-4 and filed the Electronic Trading Agreement between BitGo Prime and Gryphon, dated October 5, 2021 as Exhibit 10.63 to Amendment No.1 to Form S-4. Read in the reply ↗

With a view towards revised disclosure, please advise whether Gryphon is dependent on any platform (e.g., BitGo Prime) to liquidate its bitcoin or convert it into fiat currency. Address Gryphon's reliance on any such platform, including the potential impact of the platform limiting its services as a result of recent crypto market events.

33. Gryphon is not dependent on BitGo Prime or any such platform to liquidate its bitcoin or convert it into fiat currency. While a small percentage of platforms have limited their services as a result of recent crypto market events, Gryphon in no way anticipates that these limitations of services will materially impact Gryphon’s ability to liquidate its bitcoin or convert it into fiat currency. There are a myriad of platforms currently offering full services, and Gryphon does not expect this to change in the near future.

Rest of the answer

Gryphon can and will use multiple of these platforms to liquidate or convert its bitcoin as necessary.

Read in the reply ↗

We note your disclosure on page 206 that BitGo Trust serves as the custodian for Gryphon's crypto asset holdings. However, we also note your disclosure on page 56 that "Gryphon expects to hold all of its bitcoin in a combination of insured institutional custody services and multisignature cold storage wallets, ...Gryphon utilizes hot wallets on exchanges to liquidate daily mining rewards." Please revise to clarify

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your custody procedures and arrangements, including: • The identity of each of your third-party custodians or custody services; • Quantified disclosure regarding the respective portions of your crypto asset balance held by each custodian or custody service; • A description of each custodian's insurance, the degree to which such policies provide coverage for the loss or theft of your crypto assets and any exclusions or limitations on coverage; • The material terms of any related agreements, including:o Term and termination provisions; o In what manner the relevant custodian is required to store your crypto assets, including: (i) what security precautions the custodian is required to undertake, (ii) whether it is contractually required to hold your crypto assets in cold storage, and if so, what portion of your Bitcoin or other crypto assets are held in hot wallets and cold wallets and (iii) the geographic location where crypto assets are held in cold wallets; o Whether any persons (e.g., auditors, etc.) are responsible for verifying the existence of the crypto assets held by the third-party custodian(s); and o Whether you or any insurance providers have inspection rights associated with the crypto assets held in storage.

34. Gryphon uses no third party custodians or custody services other than BitGo Trust and that the Company has revised its disclosures on page 218 of Amendment No.1 to Form S-4 to clarify Gryphon’s custody procedures and arrangements with BitGo Trust. Read in the reply ↗

Please revise to include a breakeven analysis for Gryphon’s mining operations or any other crypto assets that it earns or mines that compares the cost to earn or mine one crypto asset with the value of the crypto asset. Please provide a discussion of how Gryphon expects the Merger to impact its breakeven analysis in the future.

35. We have revised the disclosures on page 225 and 226 Amendment No.1 to Form S-4 to include a breakeven analysis for Gryphon’s mining operations. The Merger will have no impact on Gryphon’s breakeven analysis. Read in the reply ↗

We note that Gryphon owns and/or holds crypto assets on behalf of third parties. To the extent material, explain whether these crypto assets serve as collateral for any loan, margin, rehypothecation, or other similar activities to which Gryphon or its affiliates is a party.

Rest of the question

If so, identify and quantify the crypto assets used in these financing arrangements and disclose the nature of Gryphon’s relationship for loans with parties other than thirdparties. State whether there are any encumbrances on the collateral. Discuss whether the current crypto asset market disruption has affected the value of the underlying collateral.

36. None of the crypto assets Gryphon owns and/or holds on behalf of third parties serve as collateral for any loan, margin, rehypothecation, or other similar activities to which Gryphon or its affiliates is a party.

Therefore we believe that no change in the disclosure is required. Read in the reply ↗

Please expand your disclosure to clarify the business purpose of Gryphon entering into a Bitcoin loan agreement with Anchorage Lending CA, LLC. Discuss the risks associated with the Bitcoin loan agreement due to, among other things, the volatility in the price of Bitcoin. Disclose whether Gryphon intends to enter into similar loan agreements in future periods.

37. We have revised the disclosures on page 227 of Amendment No.1 to Form S-4. Please also refer to the Company’s response to Staff Comment No. 13. Read in the reply ↗

Please revise your next amendment to break out the material components of expense categories within General and Administrative. Consider using a tabular format to the extent it would helpful to investors. Also, discuss and analyze any known material trends, events, demands, commitments and uncertainties between periods. Refer to SEC Release 33-8350.

38. We have revised the disclosure in the Amendment No. 1 to Form S-4 to add the table explanations for each material balance on page 232 thereof. Read in the reply ↗

Please revise your next amendment to break out the material components of Other Income (Expense). Consider using a tabular format to the extent it would helpful to investors. Also, discuss and analyze any known material trends, events, demands, commitments and uncertainties between periods. Refer to SEC Release 33-8350.

39. We have revised the disclosure in the Amendment No. 1 to Form S-4 to add, in paragraph format, an explanation for each of the material amounts. Read in the reply ↗

Please remove your disclosure on page 219 in your next amendment that, "there is currently no specific definitive guidance under GAAP or alternative accounting framework for the accounting for cryptocurrencies recognized as revenue or held." We observe that the FASB codification is the source of authoritative generally accepted accounting principles and that there is codification guidance whose scope applies to your

Rest of the question

transactions.

40. We have revised the disclosure in the Amendment No. 1 to Form S-4 to remove this sentence. It was inadvertently included. Read in the reply ↗

Please file the consents of Robert Chang, Brittany Kaiser, Heather Cox and Steve Gutterman as exhibits to the registration statement, as required by Rule 438 of Regulation C.

41. We have included in the Amendment No. 1 to Form S-4 with the required consents. Read in the reply ↗

We note the inclusion of the Management Adjustment (b) for the wind-down of the Viridian, Trellis, and Solo businesses and the presentation in a separate column on the face of the Pro Forma Balance Sheet and Statement of Operations. Please revise to present only in the Notes to the Pro Formas in your next amendment, or advise us otherwise. Refer to Rule 11-02(a)(7)(ii)(A) in Regulation S-X.

Rest of the question

Notes to the Consolidated Financial Statements Gryphon Digital Mining Inc.

42. We have revised the unaudited pro forma condensed financial information in Amendment No. 1 to the S-4 to move the Management Adjustment for the wind-down to the Notes to the Pro Formas on pages 273-274 thereof .

Notes to the Consolidated Financial Statements Gryphon Digital Mining Inc. Read in the reply ↗

We note you recorded unrealized loss on marketable securities of $1.5 million in 2022. Please tell us if you determined that this loss was due to an other-than-temporary impairment of the security and how your accounting complies with ASC 320.

43. The marketable security is the common stock of Sphere 3D, which is a reporting company as such a marketable equity security, which is not subject to other-than-temporary impairment under

ASC 323. ASC 320-10-35-17 defines that other-than-temporary impairment relates to debt securities. Read in the reply ↗

Please expand your disclosure related to 'Accounts Receivable' to provide the following: • the specific GAAP guidance you followed to form your accounting policy for your allowance for doubtful accounts; • if you have had any receivables charged-off in the periods presented; and • your charge-off policy under ASC 310-10-35-41.

44. As disclosed in Note 1 “Accounts Receivable”, Gryphon disclosed that the accounts receivable as of December 31, 2022 and 2021, are dollar amounts held in Gryphon’s BitGo

Wallet due to a timing difference as to when the BTC coins were sold, and the cash was transferred from the BitGo wallet into Gryphon’s bank account.

Rest of the answer

As such the accounts receivable as of December 31, 2020 and 2021 were deemed collectible and were transferred into Gryphon’s bank accounts in the subsequent periods.

Gryphon’s accounting policy for cash is to consider cash amounts deposited with banks or other financial institutions, and short-term highly liquid investments with a remaining maturity at the date of purchase of three months or less to be cash equivalents, which is consistent with the definition of cash and cash equivalents as defined in the Master Glossary for ASC 230 – Statement of Cashflows and as defined in ASC 320-10-20. Since BitGo is not considered to be a financial institution, the amounts held in the BitGo wallet are not considered to be securities, and the cash amounts held in the BitGo wallet were not classified as cash and equivalents.

We believe that the Staff’s request for additional disclosures for the allowance for doubtful accounts would not provide additional clarity to the reader of the financial statements given the nature of the account balance, as explained above.

Read in the reply ↗

We note your disclosure and liability for digital assets held for other parties in accordance with SAB 121. Please tell us, and revise your next amendment, to discuss and disclose the following related to this liability: • the specific type of safeguarding activities you are involved in that resulted in the liability; • the party (parties) that holds the cryptographic key information, maintains the internal

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recordkeeping of those assets, and it obligated to secure the assets and protect them from loss or theft; • the significant risks and uncertainties associated with safeguarding crypto assets, including the risks of loss associated with these activities; and • fair value disclosures as required by ASC 820-10-50 disclosing the valuation techniques, assumptions, judgments, and estimates used to determine the liability.

45. As to the first three bullet points, the Company has disclosed in Gryphon’s financial statements for the three months ended March 31, 2023 and 2022, Note 8 – Commitments and Contingencies “Sphere 3D MSA” as follows:

“The cryptocurrency earned from the Sphere 3D’s mining operations is held in a wallet, in which the Company holds the cryptographic key information and maintains the internal recordkeeping of the cryptocurrency.

Rest of the answer

The Company’s contractual arrangements state that Sphere

3D retains legal ownership of the cryptocurrency; has the right to sell, pledge, or transfer the cryptocurrency; and benefits from the rewards and bears the risks associated with the ownership, including as a result of any cryptocurrency price fluctuations. The Sphere also bears the risk of loss as a result of fraud or theft unless the loss was caused by the Company’s gross negligence or the Company’s wilful misconduct. The Company does not use any of the cryptocurrency resulting from the Sphere 3D MSA as collateral for any of the Company’s loans or other financing arrangements, nor does it lend, or pledge cryptocurrency held for Sphere.”

The

Company believes that the above disclosure address each of the required disclosures as outlined in SEC Staff’s bullet points and the requirements of SAB 121.

As to the fourth bullet point:

fair value is calculated on each reporting date by multiplying the number of digital assets held, times the closing price for Bitcoin on the measurement date. Gryphon has determined that the most conservative market indicator for fair value is the lowest daily trading price as reported by Yahoo Finance. As there are several exchanges that track the trading prices for Bitcoin, Yahoo Finance is an aggregator of these exchanges; therefore, Yahoo Finance’s daily lowest trading closing price is the best indicator of the fair value of Bitcoin.

Company has added the additional disclosures to the account policy note “Digital Assets Held for Other Parties” in the Gryphon’s financial statements for the three months ended March 31, 2023 and 2022 notes, as follows:

“In accordance with ASC 820, the Company has fair valued these digital assets and the associated liability by using the Yahoo Finance closing price of Bitcoin on the reporting date.”

Read in the reply ↗

We note your disclosure on page F-52 and from the Statement of Cash Flows, that you have classified mining activities as part of operating cash flows in the Consolidated Statement of Cash flows. Please provide your accounting analysis supporting your conclusion that this activity is properly classified within cash flow from operating activities, instead of cash flows from investing activities.

46. Gryphon included the digital asset revenue and the cash received from the sale of its digital assets in the operating section of the statement of cash flows.

ASC

230 defines operating activities to include all transactions and other events that are not defined as investing or financing activities.

Operating activities generally involve producing and delivering goods and providing services.

Rest of the answer

Cash flows from operating activities are generally the cash effects of transactions and other events that enter into the determination of net income.

Gryphon recognized revenue based on the fair value of the digital assets received from its mining operations. The receipt of digital assets is considered to be a non-monetary transaction, as such the non-monetary revenue is deducted from the net loss from operations, which would be consistent with the definition of operating activities.

receives cash from the sale of its digital assets received from its mining operations. Since the cash received is a direct result of its mining operations its appropriate, based on the definition of operating activities as defined in ASC 230, to include the cash received from the liquidation of the digital assets in operating activities.

Further

ASC 230 defines investing activities to be activities include in making and collecting loans and acquiring and disposing of debt or equity instruments and property, plant, and equipment and other productive assets, that is, assets held for or used in the production of goods or services by the entity (other than materials that are part of the entity’s inventory). Investing activities exclude acquiring and disposing of certain loans or other debt or equity instruments that are acquired specifically for resale.

defined above investing activities are related to the assets that are used to produce revenue, as such the digital assets are not an asset used to produce revenue rather the digital assets are received from the operating activity, as such based on the definition, it appears appropriate to include the cash received, from the sale of the digital assets derived from our operations, as operating activities.

Read in the reply ↗

Disclose how you determine the quoted price of your digital assets and the principal market(s) used. Tell us how you identify these market(s). Refer to ASC Topic 820 and ASC 820-1035-5A.

47. As stated in ASC 820-10-35-5, we are not required to undertake an exhaustive search but should take into account all information that is reasonably available. Based on this requirement, we believe that Yahoo Finance would be the most conservative fair value given they aggregate several of the cryptocurrency exchanges.

Rest of the answer

Therefore, Gryphon believes that the quotation from

Yahoo Finance provides a strong indicator of pricing for Bitcoin and other cryptocurrencies.

respectfully request, the Staff’s approval, to provide the updated disclosures in Gryphon’s financial statements for the three months ended March 31, 2023 and 2022 with the following language:

Read in the reply ↗

We note your disclosure that impairments of digital assets are included within "Other expense" in the Statements of Operations. The line item 'Impairment of digital assets' is included within Operating Expenses in the Statements of Operations. Please revise in your next amendment, or advise accordingly.

48. The above reference to “Other expense” was a typo. The correct reference should be “included in operating expenses.” We changed the disclosure in Amendment No. 1 to the S-4 to reference “Operating expenses”. Gryphon and its auditors believe this change would not require dual dating of the audit report as it was a typo. Read in the reply ↗

You disclose that digital assets are classified as current assets. Please tell us how this classification is consistent with the definition of current assets in ASC 210-10-20 and reference for us the authoritative literature you rely upon to support current asset classification.

Rest of the question

In your response, tell us your consideration for classifying digital assets expected to be sold or exchanged within one year as current with all other digital assets being classified as long-term.

49. ASC

210-10-20 defines Current assets used to designate cash and other assets or resources commonly identified as those that are reasonably expected to be realized in cash or sold or consumed during the normal operating cycle of the business.

considers the digital assets to be current assets, given that the assets were derived from Gryphon’s current operations. Gryphon plans to sell the digital assets for cash to be used to fund Gryphon’s current overhead expenses and used to satisfy the principal and interest payments, to be paid with digital assets, for the Anchorage loan.

Rest of the answer

Given Gryphon’s expected use of the digital assets,

Gryphon believes the current asset classification is consent with ASC 210.

Read in the reply ↗

Given the significant decline in the price of Bitcoin and disruptions in the crypto asset market in the periods presented, tell us how you considered the factors in ASC 360-10-3521 through 22 in evaluating the mining equipment for recoverability and potential impairment of your long-lived assets.

50. We note the Staff’s comment and due to the length of the analysis we have submitted on a supplemental basis Gryphon’s memorandum detailing its consideration of the factors in ASC 360-10-3521 through 22 in evaluating the mining equipment for recoverability and potential impairment of Gryphon’s long-lived assets and Gryphon reached the conclusion that no impairment of long-lived assets exists as of March 31, 2023. Read in the reply ↗

Please confirm for us whether you perform mining activities on your own behalf or as a mining pool operator. If so, revise to disclose your revenue recognition policies for those activities.

51. Gryphon performs mining activities on behalf of Gryphon. Therefore, Gryphon is only a participant in a mining pool. Additionally, we have a secondary source of revenue from the MSA with Sphere

3D. Gryphon has no plans to enter into contracts like the Sphere 3D MSA. Read in the reply ↗

You disclose that you measure the fair value of cryptocurrency awards on the date you are notified of the consideration to be received, which is not materially different from the fair value at the time you have earned the award from the pools.

Rest of the question

You also disclose that the fair value assigned to the cryptocurrency award is determined by the value received if the award is sold as of the date received, or the closing price on the date you receive notification if the award is sold on a later date. Please address the following: • Reconcile for us the difference in timing of the above scenarios, and tell us how much time passes between when you have earned the award and when you receive notification; • Explain to us how you determine the closing price on the date you receive notification; and • Describe for us your procedures in determining that the difference in fair value between the time you receive notification of the award and the time you determine the fair value of the award is not material.

52. We have revised the disclosure in the Amendment No. 1 to Form S-4 to remove the following sentence related to the first bullet point above: “measure the fair value of cryptocurrency awards on the date you are notified of the consideration to be received, which is not materially different from the fair value at the time you have earned the award from the pools”.

to the second bullet point, if Gryphon receives an award and does not sell on the same date of receipt, we use the lowest trading price on the date of receipt.

Rest of the answer

Gryphon believes this is the most conservative and appropriate policy.

to the third bullet point, Gryphon believes no further response is required since we have removed the conflicting language and clarified the discrepancy.

Read in the reply ↗

Please provide for us your analysis of principal versus agent considerations regarding your revenue recognition policy under the Sphere 3D Master Services Agreement.

53. We note the Staff’s comment and due to the length of the analysis we have submitted on a supplemental basis Gryphon’s memorandum detailing an analysis of principal versus agent considerations regarding our revenue recognition policy under the Sphere 3D Master

Services Agreement. Read in the reply ↗

Please revise your next amendment to disaggregate your rollforward of digital assets to provide a rollforward of each individual digital asset held (Bitcoin, Ethereum, DAI, USDT, etc.) in the periods presented.

54. In

Note 2 – Digital Assets (“Note 2”), Gryphon states the digital assets received in 2021, of approximate $1,374,000 were from (Bitcoin, Etherium, DAI and USDT) received from the issuance of its common stock and series seed II preferred stock, however, Gryphon does not disclose in Note 2 the revenue recognized from mined digital assets of approximately

$21,362,000 and $3,711,000, for the years ended December 31, 2022 and 2021, were from Bitcoins.

Gryphon does disclose in Note 2 the digital assets loan from Anchorage was in Bitcoin.

Rest of the answer

Although, in several other footnotes, Gryphon discloses that our mining operation is for Bitcoin. Gryphon’s

Organization and Nature of operations discloses “…mining operation using specialized computers equipped with application-specific integrated circuit (ASIC) chips (known as “miners”) to solve complex cryptographic algorithms in support of the Bitcoin blockchain (in a process known as “solving a block”) in exchange for cryptocurrency rewards (primarily

Bitcoin). Gryphon’s accounting policy for cost of revenues “…costs of earning bitcoin”. Gryphon managed believes that the Note 2 disclosure along with the other disclosures provides the read of the financial statements with sufficient information to understand the nature of our digital assets as of December, 31, 2022 and 2021.

Given the above and the immaterial amount of digital assets as of December 31, 2021, we propose no change to the disclosure to the financial statements as of December 31, 2022 and 2021 is necessary. Alternatively, Gryphon has added the following language in Note 2 of the March

31, 2023 and 2023 financial statements, as follows:

following table summarizes the digital currency transactions for Bitcoin for:”.

Read in the reply ↗

Please provide your analysis of the BTC note supporting your recognition of the borrowed BTC as an asset, including your rights to the borrowed BTC and any restrictions on its use, and accounting treatment as a derivative liability under ASC 815. Describe for us, and disclose, the methods and inputs used in determining the fair value of the note.

55. We on a supplemental basis Gryphon’s memorandum detailing its analysis of the BTC note supporting our recognition of the borrowed BTC as an asset, including Gryphon’s rights to the borrowed BTC and any restrictions on its use, and accounting treatment as a derivative liability under ASC 815 and described the methods and inputs used in determining the fair value of the note.

10. Stockholders’ Equity, page F-67 Read in the reply ↗

We note you had material stock compensation expense in the periods presented. Please revise your next amendment to provide the following concerning stock compensation expense: • a table detailing all the issuances of stock that resulted in stock compensation expense that includes the shares issued, share price, and stock compensation related to the issuance; and • explain to us how you determined the fair value of

Rest of the question

the shares underlying your equity issuances.

56. Each equity transaction for the years ended December 31, 2022 and 2021, be it common stock or preferred shares, for cash or stock-based compensation, has been separately disclosed in a separate paragraph. For the units issued for stock-based compensation, the individual paragraphs detail the purpose of the issuance, the number of units issued, the unit grant date fair value, aggregate fair value, the vesting requirements, and the total compensation expense recognized for each period.

has verified that the compensation expense as disclosed in each paragraph aggregates to the value as

Rest of the answer

disclosed in the statement of stockholders’ equity and the compensation expense disclosed in the statement of operations. Also, the ASC 718 – Compensation-Stock Compensation disclosure requirement doesn’t require a tabular presentation. Therefore, Gryphon believes the current disclosures for the stock-based compensation are in compliance with ASC 718 – Compensation-stock compensation.

below paragraphs have been extracted from Note 10 – Stockholders’ Equity from Gryphon’s footnotes for the years ended

December 31, 2022 and 2021. At the end of each paragraph, we have explained how we determined the fair value for the underlying equity issuance.

“Additionally,

Gryphon agreed to sell 3,892,424 shares of Gryphon’s common stock, including the 1,000,000 shares repurchased, to Gryphon’s officers, directors, and seed stage advisors. As of February 2, 2021, Gryphon determined that the fair market value of a share of common stock was approximately $2.40. Therefore, the cash proceeds from the Investors were below the fair market value for the shares. The additional value was considered, by management, to be compensation to the Investors as they provided services to Gryphon. The Company recorded a compensation expense of $1,671,000 for the shares sold to the seed stage advisors totaling 696,262 shares and $7,655,000 for the shares sold to officers and directors, totaling 3,189,675 shares. The officers, directors, and seed stage advisors (“Investors”) purchased 6,487 shares of Gryphon’s common stock for total proceeds of approximately $16,000.” As disclosed in Note 10

– Stockholders’ Equity “Common Stock” fifth paragraph, the value was determined based on the share value of $2.40 received from Gryphon’s private placement on March 16, 2021.

“On

June 3, 2021, Gryphon granted 1,859,434 shares of common stock to one of its consultants as payment for services payable in 40 quarterly installments of 46,486 shares per quarter. On April 4, 2022, Gryphon terminated this contract. As of the termination date, there was earned and unvested compensation expense of approximately $3,154,000, which was reversed and credited to stock-based compensation expense.

For the year ended December 31, 2022, compensation expenses recognized amounted to $1,089,000.” As disclosed in Note 1 to Gryphon’s financial statements, Gryphon entered into an Agreement and Plan of Merger (“Merger Agreement”) with Sphere 3D Corp. (“Sphere

3D”). Based on the Merger Agreement each of Gryphon’s holders of an equity security, common or preferred, would be exchanged into common stock of Sphere 3D at a specified exchange ratio. As Sphere 3D was a publicly traded company, Gryphon used the closing price, as effected by the exchange ratio, of Sphere 3D as of the grant date to determine the fair value of approximately $8.501.

December 27, 2022, Gryphon issued 25,000 shares of common stock valued at $0.05 per share for the services of a board member. The shares’ fair value was $18,000.” As disclosed in Note 1 to Gryphon’s financial statements, Gryphon entered into an Agreement and Plan of Merger (“Merger Agreement”) with Sphere 3D Corp. (“Sphere 3D”). Based on the Merger Agreement each of Gryphon’s holders of an equity security, common or preferred, would be exchanged into common stock of Sphere 3D at a specified exchange ratio. As Sphere 3D was a publicly traded company, Gryphon used the closing price, as effected for the exchange ratio, of Sphere

3D as of the grant date to determine the fair value of approximately $0.74.

Restricted common stock awards

December 10, 2020, Gryphon entered into two separate independent director agreements with two individuals. The individuals will serve as directors of Gryphon for an initial one-year period. As compensation, each director was granted 75,000 shares of Gryphon’s common stock to vest over 18 months in four equal installments of 18,750 shares, per director, starting on January 1, 2021. The value of the shares on the issuance date was de minimis.

of December 31, 2021, a total of 75,000 shares were vested for the two directors for a total compensation expense recognized amounting to $330,000. During the year ended December 31, 2022, 18,750 shares for each of the two directors were vested for a total compensation expense recognized amounted to $30,000. As of December 31, 2022, a total of 150,000 shares were issued and vested for a total compensation expense recognized amounting to $360,000.” disclosed in Note 10 – Stockholders’ Equity “Common Stock” fifth paragraph, the value was determined based on the share value of $2.40 received from Gryphon’s private placement on March 16, 2021.

February 9, 2021, Gryphon entered into a consulting agreement with a consultant. As compensation, Gryphon granted 62,340 shares of common stock amounting to $150,000 as payment for advisory services. The shares shall vest over 24 months at 2,598 shares per month starting

February 9, 2021. On May 9, 2021, Gryphon and the consultant reached an agreement to modify and accelerate the vesting of all unvested shares to date totaling 54,548 restricted common stock awards at $6.68 per share. $131,000 and $233,000 was charged to deferred compensation and additional paid-in capital, respectively, for a total of $364,000 due to the modification.” As disclosed in Note 10 –

Stockholders’ Equity “Common Stock” fifth paragraph, the value was determined based on the share value of $2.40 received from Gryphon’s private placement on March 16, 2021.

March 10, 2021, Gryphon entered into a consulting agreement with a consultant. As compensation, Gryphon granted 92,000 shares of common stock amounting to $221,000 as payment for advisory services. The shares shall vest over 24 months at 3,833 shares per month starting

March 10, 2021. In June 2021, the consultant resigned and retained ownership of the remaining 76,667 unvested restricted common stock awards valued at $2.40 per share. $184,000 was charged to deferred compensation expenses at the time of resignation.” As disclosed in Note 10 – Stockholders’ Equity “Common Stock” fifth paragraph, the value was determined based on the share value of $2.40 received from Gryphon’s private placement on March 16, 2021.

March 21, 2021, Gryphon entered into an agreement with an individual to serve as Gryphon’s director for 24 months. As compensation, the director was granted 75,000 shares of Gryphon’s common stock to vest over 18 months in four equal installments of 18,750 shares, starting on April 1, 2021. The first installment of 18,750 shares was issued on April 1, 2021. The value of the shares on the issue date was $2.40 per share. On June 2, 2021, the director resigned and forfeited 56,250 shares of restricted common stock awards.”

As disclosed in Note 10 – Stockholders’ Equity “Common Stock” fifth paragraph, the value was determined based on the share value of $2.40 received from Gryphon’s private placement on March 16, 2021.

October 1, 2021, Gryphon entered into a consulting agreement with a consultant. As compensation, Gryphon granted 199,309 shares of common stock amounting to $6,206,000 as payment for advisory services. The shares shall vest over tranches of 25% increments, with the first tranche of shares vesting on October 31, 2021. The second, third, and fourth tranches of shares shall vest on December 31, 2021, March

31, 2022, and June 30, 2022, respectively. As of December 31, 2022, issued and vested shares amounted to 199,309. Compensation expenses for the year ended December 31, 2022, amounted to $1,804,000.” As disclosed in Note 1 to Gryphon’s financial statements,

Gryphon entered into an Agreement and Plan of Merger (“Merger Agreement”) with Sphere 3D Corp. (“Sphere 3D”).

Based on the Merger Agreement each of Gryphon’s holders of an equity security, common or preferred, would be exchanged into common stock of Sphere 3D at a specified exchange ratio. As Sphere 3D was a publicly traded company, Gryphon used the closing price, as effected for the exchange ratio, of Sphere 3D as of the grant date to determine the fair value of approximately $31.14.

October 20, 2021, Gryphon entered into an agreement with an individual to continue service to Gryphon. As compensation, the consultant was granted 10,000 shares of Gryphon’s common stock, and all of the Shares shall vest over a period of two (2) years in accordance with the following vesting schedule: 2,500 Shares will vest on the six-month anniversary of the Effective Date, 2,500 Shares will vest on the first-year anniversary of the Effective Date, 2,500 Shares will vest on the eighteen-month anniversary, and the 2,500 Shares will vest on the second-year anniversary of the Effective Date. As of December 31, 2022, issued and vested shares amounted to 5,000. Compensation expenses for the year ended December 31, 2022, amounted to $241,000 of which $44,000 was recorded as an accrued expense.” As disclosed in Note 1 to Gryphon’s financial statements, Gryphon entered into an Agreement and Plan of Merger (“Merger Agreement”) with Sphere 3D Corp. (“Sphere 3D”). Based on the Merger Agreement each of Gryphon’s holders of an equity security, common or preferred, would be exchanged into common stock of Sphere 3D at a specified exchange ratio. As Sphere 3D was a publicly traded company, Gryphon used the closing price, as effected for the exchange ratio, of Sphere 3D as of the grant date to determine the fair value of approximately $39.48.

October 22, 2021, Gryphon entered into an agreement with an individual to continue service to Gryphon. As compensation, the consultant was granted 5,000 shares of Gryphon’s common stock, and all of the Shares shall vest over a period of two (2) years in accordance with the following vesting schedule: 1,250 Shares will vest on the six-month anniversary of the Effective Date, 1,250 Shares will vest on the first-year anniversary of the Effective Date, 1,250 Shares will vest on the eighteen-month anniversary, and the 1,250 Shares will vest on the second-year anniversary of the Effective Date. As of December 31, 2022, issued and vested shares amounted to 2,500. Compensation expenses for the year ended December 31, 2022, amounted to $103,000 of which $19,000 was recorded as an accrued expense.” As disclosed in Note 1 to Gryphon’s financial statements, Gryphon entered into an Agreement and Plan of Merger (“Merger Agreement”) common or preferred, would be exchanged into common stock of Sphere 3D at a specified exchange ratio. As Sphere 3D was a publicly traded company, Gryphon used the closing price, as effected for the exchange ratio, of Sphere 3D as of the grant date to determine the fair value of approximately $33.90.

October 26, 2021, Gryphon entered into an agreement with an individual to continue service to Gryphon. As compensation, the consultant was granted 10,000 shares of Gryphon’s common stock, and all of the Shares shall vest over a period of two (2) years in accordance with the following vesting schedule: 2,500 Shares will vest on the six-month anniversary of the Effective Date, 2,500 Shares will vest on the first-year anniversary of the Effective Date, 2,500 Shares will vest on the eighteen-month anniversary, and the 2,500 Shares will vest on the second-year anniversary of the Effective Date. As of December 31, 2022, issued and vested shares amounted to 5,000. Compensation expenses for the year ended December 31, 2022, amounted to $206,000 of which $39,000 was recorded as an accrued expense.” As disclosed in Note 1 to Gryphon’s financial statements, Gryphon entered into an Agreement and Plan of Merger (“Merger Agreement”) common or preferred, would be exchanged into common stock of Sphere 3D at a specified exchange ratio. As Sphere 3D was a publicly traded company, Gryphon used the closing price, as effected for the exchange ratio, of Sphere 3D as of the grant date to determine the fair value of approximately $33.48.

Read in the reply ↗

We note that you have provided an unsigned financial advisor`s opinion in draft form. Please revise your next amendment to include a signed and dated fairness opinion. Please also file the consent of JMP Securities LLC as an exhibit.

57. We have revised the disclosure in the Amendment No. 1 to Form S-4 to provide the final, signed opinion of JMP and filed JMP’s consent as an exhibit. Read in the reply ↗

We note you have redacted certain information from your exhibits, such as Exhibits 10.45, 10.47, 10.48, and 10.50 - 10.52. Please revise the exhibit index to clearly indicate whether you are relying on Item 601(b)(10)(iv) of Regulation S-K, and conform the legend on the first page of these exhibits as appropriate.

58. We have revised the disclosure in the Amendment No. 1 to Form S-4 to clearly indicate where we are relying on Item 601(b)(10)(iv) and placed a conforming legend on the first page of such exhibits. Read in the reply ↗

Refer to your response to comment 4. We restate the comment in part to request disclosure in the prospectus summary section highlighting the auditor’s explanatory paragraph regarding Gryphon’s ability to continue as a going concern.

The Company acknowledges the Staff’s comment and has revised the disclosure on page 3 in the prospectus summary section of Amendment No. 2 to highlight the auditor’s explanatory paragraph regarding Gryphon’s ability to continue as a going concern. Read in the reply ↗

We note your response to comment 13 states that as of March 31, 2023, Gryphon has one material outstanding financing agreement for approximately $13.2 million and the note is collateralized by 7,200 Bitcoin mining machines.

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Your response also states that "[a]s the note is denominated in Bitcoin, Gryphon does not believe that the current crypto asset market disruption has any direct or indirect impact on the value of Bitcoin used as collateral." Please further supplement your response to address any material financing, liquidity, or other risks that Gryphon faces due to the depreciation potential for such mining machines in light of the current crypto asset market disruption and revise your disclosure as appropriate. Litigation relating to the Merger could require Akerna or Gryphon to incur significant costs...,

The Company acknowledges the Staff’s comment and advises the Staff that the market price of mining machines correlates with the price of bitcoin and can be volatile. Lower bitcoin prices decrease the demand for mining equipment and can depreciate the cost of the mining machines. In addition, if fewer companies seek to enter the mining industry, the supply for machines may outpace demand and create mining machine equipment surpluses.

Rest of the answer

To the extent that the value of the collateral of 7,200 mining machines decreases due to the depreciation of such mining machines, Gryphon expects to supplement such collateral with Bitcoin, U.S. dollars, additional equipment, or other agreed upon collateral. If Gryphon is unable to do so, Gryphon may be in default under the loan agreement with Anchorage, which could have a material adverse effect on its operations, liquidity, financial condition, and results of operations. The Company also advises the Staff that it has revised the risk factor on pages

56 to 57 of Amendment No. 2 to address the risks Gryphon may face due to a depreciation in the value of Bitcoin or its mining machines.

Read in the reply ↗

We note your added disclosure on page 188 that in May 2023, Akerna and all its directors were named in two derivative lawsuits (McCaffrey v. Akerna et al. and Caller v. Akerna et al.) filed in the U.S. District Court for the District of Colorado regarding the pending transactions with Gryphon and MJ Acquisition and that the lawsuits seek injunctive relief, among others.

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Please revise this risk factor to add a cross-reference to such disclosure or advise.

The Company acknowledges the Staff’s comment and has added the cross-reference requested by the Staff on page 28 of Amendment No. 2. Read in the reply ↗

In the second paragraph of this section you state, “Gryphon does not warrant the accuracy, reliability, appropriateness or completeness of the financial projections to anyone.” While you may include qualifying language with respect to such projections, it is inappropriate to disclaim responsibility for this information. Please revise to eliminate this disclaimer.

The Company acknowledges the Staff’s comment and has removed this disclaimer on page 101 of Amendment No. 2. Read in the reply ↗

We note the language in the second paragraph of this section that Gryphon's financial projections “should not be looked upon as ‘guidance’ of any sort” and cautioning investors not to rely on such projections in making a decision regarding the transaction. These statements unduly limit an investor’s reliance on the proxy statement disclosures. Please remove or revise.

The Company acknowledges the Staff’s comment and has removed such statements on page 101 of Amendment No. 2.

Gryphon’s Business

Introduction to Bitcoin, the Bitcoin Network and Bitcoin Mining, Read in the reply ↗

We note your revised disclosure in response to comment 29 that "Gryphon aims to mitigate the impacts of halving by maintaining a breakeven profitability floor far below the network average. To do so, Gryphon has developed and implemented a curtailment agreement with its hosting partners to maximize the marginal profitability of its machines." Please revise to provide further detail regarding such curtailment

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agreement, including its development, implementation and role in Gryphon's current operations, and any measurable changes in efficiency, profitability or any other relevant metrics that may drive Gryphon's results of operations. Also please discuss the impact of such curtailment on Gryphon's overall mining ability, and whether it has, or is expected to, materially reduce its hashpower.

The Company acknowledges the Staff’s comment and has provided further detail regarding the curtailment agreement on page 217 of Amendment No. 2. Read in the reply ↗

Please tell us how you considered filing the BitGo Custodial Services Agreement as an exhibit to the registration statement. See Item 601(b)(10) of Regulation S-K.

The Company acknowledges the Staff’s comment and advises the Staff that the BitGo Custodial Services Agreement is listed as a “Material Agreement” on page 220 of Amendment No.2 and that it has filed the BitGo Custodial Services Agreement as Exhibit 10.64 to Amendment No.2. Read in the reply ↗

We note your disclosure in the penultimate paragraph on page 218 that "[f]or firms that have the capability and need to manage the private key within their infrastructure, BitGo provides an Express Server that can be deployed in 'signer mode' and can be used to send in half signed transactions." Please expand your disclosure to briefly explain how BitGo's Express Server operates, including how it can be deployed in

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"signer mode" and used to send in "half signed transactions." Also please clearly explain the meanings of these terms so that a reader without specialized industry knowledge can understand them.

The Company acknowledges the Staff’s comment and advises the Staff that Gryphon does not use, or expect to use, BitGo’s Express Server. The Company has revised the disclosure on page 220 of Amendment No. 2 to remove the disclosure related to BitGo’s Express Server. Read in the reply ↗

We note your response and revised disclosure in response to comment 34 and reissue in part. Please revise your disclosure to address the following points: • Clarify your custody procedures and arrangements, including the material terms of any related agreements.

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In particular, please further revise to disclose:o Whether any persons (e.g., auditors, etc.) are responsible for verifying the existence of the crypto assets held by the third-party custodian(s); and o Whether you or any insurance providers have inspection rights associated with the crypto assets held in storage. • Clarify what portion of your Bitcoin or other crypto assets are held in hot wallets and cold wallets, respectively. In this regard, we note your added disclosures on page 59 that "[w]e safeguard and keep private the private keys relating to our digital assets by relying on BitGo Trust’s...100% cold storage custody solution..." and on page 218 that "[w]e only sign transactions that have been authorized by our clients and follow the policies set by the account administrators. For hot wallets, clients manage 2 of 3 keys, (user and backup key)." Please revise clarify your disclosure in this regard, including the extent to which you use any hot wallet services provided by BitGo, and to whom the term "clients" is meant to reference in your disclosure on page 218.

The Company acknowledges the Staff’s comment and advises the Staff that, per discussions with BitGo, Gryphon understands that BitGo engages an external auditor to verify the digital assets held by BitGo on a periodic basis. In addition, Gryphon’s external auditor sends annual confirmation notices to BitGo in the course of performing its annual audit of Gryphon to confirm Gryphon’s digital assets held by BitGo. The

Company also advises the Staff that neither Gryphon nor its insurance providers have any inspection rights associated with Gryphon’s digital assets held by BitGo.

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BitGo’s insurance providers do have inspection rights with respect to the digital assets held by BitGo.

The Company has revised its disclosure on page 220 of Amendment No. 2 to address the Staff’s comments.

● Clarify what portion of your Bitcoin or other crypto assets are held in hot wallets and cold wallets, respectively. In this regard, we note your added disclosures on page 59 that “[w]e safeguard and keep private the private keys relating to our digital assets by relying on BitGo Trust’s...100% cold storage custody solution...” and on page 218 that “[w]e only sign transactions that have been authorized by our clients and follow the policies set by the account administrators. For hot wallets, clients manage 2 of 3 keys, (user and backup key).” Please revise clarify your disclosure in this regard, including the extent to which you use any hot wallet services provided by BitGo, and to whom the term “clients” is meant to reference in your disclosure on page 218.

Company Response: The Company acknowledges the Staff’s comment, and advises the Staff that Gryphon holds all of its digital assets only in cold wallets, and does not utilize or plan to utilize hot wallets. The Company has revised the disclosure in Amendment No. 2 to remove the references to hot wallets where appropriate.

Read in the reply ↗

As a related matter, your response to comment 34 also states that Gryphon uses no third party custodians or custody services other than BitGo Trust. However, your disclosure on page 58 continues to state that “Gryphon expects to hold all of its bitcoin in a combination of insured institutional custody services and multisignature cold storage wallets . . .

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Gryphon utilizes hot wallets on exchanges to liquidate daily mining rewards." Please revise to reconcile or clarify your disclosure.

The Company acknowledges the Staff’s comment, and advises the Staff that Gryphon uses no third party custodians or custody services other than BitGo Trust. Gryphon only holds its digital assets in cold custodial wallets with keys managed by BitGo Trust. Liquidation of digital assets occurs pursuant to the terms of the Electronic Trading Agreement entered into between BitGo Prime and Gryphon as of October 5, 2021. The Company has revised its disclosures on page 224 of Amendment No. 2 to address the Staff’s comment. Read in the reply ↗

We note your response and revised disclosure in response to comment 30 and we partially reissue the comment. Please further revise to disclose: • how the Foundry USA Pool holds Gryphon’s proportion of mining rewards prior to transferring the same to Gryphon's designated crypto asset wallet; and • the risks associated with transferring crypto assets.

The Company acknowledges the Staff’s comment and advises the Staff that it has expanded its disclosure on page 224 of Amendment No. 2 to address the Staff’s comment.

The Company also advises the Staff that is has disclosed the risks associated with transferring crypto assets in the risk factor entitled

“Incorrect or fraudulent cryptocurrency transactions may be irreversible” on page 60 of Amendment No. 2, added a reference to such risk factor on page 224 of Amendment No. 2. Read in the reply ↗

Refer to comment 31, your response and your revised disclosure. Please further revise to disclose, as you state in your response letter, that Gryphon typically converts its mined bitcoin into fiat currency within a 24 hour time frame of receipt in order to pay for operating expenditures.

The Company acknowledges the Staff’s comment and has revised its disclosure on pages 224 and 227 of Amendment No. 2 to address the Staff’s comment. Read in the reply ↗

We note your disclosure on pages 225 - 226 in response to comment 35. Please substantially revise to explain in greater detail your breakeven analysis. In particular, please revise to compare the value of one mined Bitcoin to your cost to mine the one Bitcoin. Your analysis should identify and explain the inputs used in your calculation and the key assumptions that you have utilized in preparing it.

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Also please revise to explain the column headings for the table on page 226 (e.g., "MSA BTC Equiv" and "Total BTC Equiv") and what the data presented indicates, including whether, and if so, how, the data corresponds to your breakeven analysis.

The Company acknowledges the Staff’s comment and has revised its disclosures on page 228 of Amendment No. 2 to address the Staff’s comment. Read in the reply ↗

We note your response to prior comment 39. Please revise your next amendment to discuss the primary components of the changes in MD&A categories first, and secondary components subsequently in your narrative discussion.

Rest of the question

For example, you had Other Expense of ($5,222,000) in the 3 months ended March 31, 2023, yet you discussed unrealized and realized gains first in your discussion of the changes in the line item from period-to-period. The primary component of the Other Expense in the 3 months ended March 31, 2023 was the loss of ($8,189,000) for the change in the fair value of notes payable and should be discussed first in your MD&A discussion.

The Company acknowledges the Staff’s comment and has addressed Staff’s comment in its MD&A for the second quarter of 2023 included in Amendment No. 2. Read in the reply ↗

We note your response to prior comment 44. In your response you state that amounts in the BitGo wallet are not considered cash and cash equivalents, which indicates the potential for counterparty credit risk. Please revise your disclosure to explicitly disclose your consideration of credit risk and whether an allowance was deemed necessary in the periods presented. Gryphon Digital Mining, Inc.

The Company acknowledges the Staff’s comment and has revised its disclosures on page F-77 of Amendment No. 2 to address the Staff’s comment.

Gryphon Digital Mining, Inc. Read in the reply ↗

We note your response to prior comment 46. We further note your disclosure on page 214 that your, "revenue model is to mine and hold bitcoin, and then sell only the bitcoin that is necessary to pay its operating expenses." For Bitcoin received from mining, please tell us how long you are holding the Bitcoin. Please be specific and reference your average holding period in the periods presented.

The Company acknowledges the Staff’s comment and revised its disclosure on pages 224 and 227 of Amendment No. 2 to address the Staff’s comment. Read in the reply ↗

We note your response to prior comment 53. Your analysis of principal versus agent considerations under ASC 606-10-55-36 through 55-40 appears generally related to your participation in mining pools. You provide management services to the Sphere 3D's blockchain and cryptocurrency-related operations, which may include the ability to direct the use of the Sphere 3D's mining operations.

Rest of the question

Please provide your analysis of principal versus agent considerations under ASC 606 as specifically related to the Sphere 3D MSA.

The Company acknowledges the Staff’s comment and has provided Gryphon’s supporting analysis in the attached memorandum. Read in the reply ↗

We note your response to prior comment 56. Please revise your disclosure in your next amendment to address the following: • While tabular presentation of issuances of stock is not technically required by ASC 718, inclusion would improve readability to users of your financial statements.

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Please include a tabular presentation for the years ended December 31, 2022 and 2021, similar to the table included on page F-123 for the three months ended March 31, 2023 and 2022; • Ensure that compensation expense include in the tables reconciles to the Statements of Operations. For example, compensation expense of $225,000 was included in the table on page F-123 for the three months ended 3/31/23, but stock-based compensation is ($1,152,000) in the Statements of Operations on page F-103. Similarly, compensation expense of $1,536,000 was included in the table on page F- 123 for the three months ended 3/31/22, but stock-based compensation is $2,631,000 in the Statements of Operations on page F-103; and • Revise your disclosure of each issuance of stock compensation to discuss your method of estimating the fair value of the issuance granted during the period, similar to the information included in your response. Refer to ASC 718-10-50-1.c.

The Company acknowledges the Staff’s comment and advises the Staff and has provided the requested table on pages F-97 to F-99 of Amendment No.2. The Company also advises the

Staff that the information included in our prior response was extracted from Note 10 – Stockholders’ Equity from Gryphon’s footnotes for the years ended December 31, 2022 and 2021 and that at the end of the paragraph for each issuance of stock compensation, we have explained how we determined the fair value for the underlying equity issuance.

Notes to Unaudited Condensed Consolidated Financial Statements For the Three

Rest of the answer

Months Ended March 31, 2023 and 2022

Read in the reply ↗

We note your response to prior comment 52. Your disclosure that fair value is determined "on the date the Company is notified of the consideration to be received, which is not materially different from the fair value at the time the Company has earned the award from the pools" is still included on pages 239, F-79 and F-111.

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Therefore, we repeat bullet point 1 from prior comment 52: • Reconcile for us the difference in timing of the above scenarios, and tell us how much time passes between when you have earned the award and when you receive notification.

The Company acknowledges the Staff’s comment and has revised its disclosure on pages 224, 245, F-81 and F-113 of Amendment No. 2 to address the Staff’s comment. Read in the reply ↗

Refer to the third bullet in prior comment 52. Describe for us your policies to determine that the difference in trading price between BTC and fiat currency at the lowest value in a trading day compared to a "closing price" at a consistent time of day would not be material to your financial statements.

The Company acknowledges the Staff’s comment and advises the Staff that it has completed a quantitative assessment of the impact utilizing the closing price and intraday lowest price quoted in active exchanges and for the three month and six month period ended June 30, 2023. The variance between the two pricing methodologies was deemed immaterial.

Rest of the answer

For the three month and six month period ended June 30, 2023, if Gryphon recognized revenue utilizing the closing price rather than the intraday lowest price of bitcoin, Gryphon would have increased its total revenue by approximately $81,000 or 1.6%, and $197,000 or 1.7%, respectively. Pursuant to the AICPA “Accounting for and auditing of digital assets” and in accordance with ASC 350-30, the bitcoin held by the Company should be tested for impairment when the carrying amount of an intangible asset exceeds it fair value at any time. Given the consistent volatility with the active quoted market combined with the variation in the timing of receiving the daily bitcoin rewards pursuant to the FPPS model by Foundry USA Pool, the Company’s management deemed this conservative approach to revenue recognition would give investors the most useful information. In addition, management has determined that the variance in mining revenues resulting in utilizing the intraday lowest price compared to the closing price was immaterial for the three and six months ended June 30, 2023. .

Read in the reply ↗

We note your response to priorcomment 54. In your response, you indicated that you would revise your disclosure to state that the rollforward relates explicitly to Bitcoin transactions in 2022 and 2023. Please make this revision in your next amendment, and disclose, if true, that all digital asset activity and ending balances consist only of Bitcoin in 2022 and 2023.

The Company acknowledges the Staff’s comment and advises the Staff that it has revised the sentence before the table on pages F-84 and F-116, as follows: “The following table summarizes the digital currency (Bitcoin) transactions…”, to indicate that the information presented in the table relates exclusively to Bitcoin transactions. Read in the reply ↗

We note your response to prior comments 45 and 47. Please tell us, and revise your next amendment, to address the following: • How the lowest daily trading price on Yahoo Finance is indicative of a "closing price" given the daily fluctuation in BTC to USD trading prices; • How basing your fair value determination on the lowest daily trading price rather than the price at a consistent time would result in comparable

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reporting results across periods; and • Your consideration of ASC 820-10-35-5A in determining that Yahoo Finance represented the principal market for BTC. In this regard, we note your disclosure on page 222 that you convert mined Bitcoin into fiat currency through BitGo Prime.

The Company acknowledges the Staff’s comment and has revised its disclosure on pages F-111, F-113 and 114 of Amendment No. 2 to address the Staff’s comment.

● How basing your fair value determination on the lowest daily trading price rather than the price at a consistent time would result in comparable reporting results across periods; and

Company Response: The Company acknowledges the Staff’s comment and has revised its disclosure on page F-116 of Amendment No.

Rest of the answer

2 to address the Staff’s comment.

● Your consideration of ASC 820-10-35-5A in determining that Yahoo Finance represented the principal market for BTC. In this regard, we note your disclosure on page 222 that you convert mined Bitcoin into fiat currency through BitGo Prime.

Company Response: The Company acknowledges the Staff’s comment and notes that management has reviewed the criteria for assessing whether Yahoo Finance is the principal market for its valuation of bitcoin as a financial instrument. Various criteria were assessed such as Yahoo Finance’s role, comparison to other markets, volume and activity, bid-ask spreads, the availability of information, and the responsiveness to market events. The Company evaluated

Yahoo Finance’s role as a market for bitcoin and notes it does not utilize Yahoo Finance for executing trades of bitcoin, but as a useful tool in providing price quotes and disseminating information related to bitcoin’s market activity. Platforms like Yahoo

Finance collect data from various cryptocurrency exchanges and aggregate the trading prices to provide third-party users with a coherent and continuous representation of price movements. Principal markets should have readily available and up-to-date information regarding bitcoin’s market activity. Yahoo Finance’s price quotes have a significant impact for the Company to determine the fair value of bitcoin as an asset. The Company has revised its disclosure on pages F-111 and F-119 of Amendment No. 2 to address the Staff’s

Read in the reply ↗

We note your response to prior comment 55. Please provide your analysis of the BTC note supporting your recognition of the borrowed Bitcoin as an asset, including your rights to the borrowed BTC and any restrictions on its use.

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We also note your disclosure on page F-117 that as part of your March 29, 2023 amendment to the note, you agreed “not to convey, sell, lease, transfer, assign, or otherwise dispose of any of the Company’s digital assets outside of the ordinary course of business.” In your analysis, explain to us what restrictions, if any, this agreement places on your intended use of the borrowed Bitcoin.

The Company acknowledges the Staff’s Read in the reply ↗

Please define at the place of first usage all acronyms, abbreviations or industry terms, such as "NIST," "CCSS," "CIS," "FFIEC," "SOC 1 & SOC 2 (Type 2)" and "HSMs" on page 218, and clearly explain their meanings so that a reader without specialized industry knowledge can understand them.

The Company acknowledges the Staff’s comment and has added “Glossary of Terms” starting on page iii of Amendment No. 2 to explain the meanings of these acronyms, abbreviations or industry terms. Read in the reply ↗

We note that the parties intend for the Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Please revise your disclosure here and throughout, including the tax disclosure section on page 111, to clearly state counsel's tax opinion on whether the Merger will qualify as a reorganization.

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Also please revise throughout to identify counsel and refer to the long-form opinion filed as an exhibit. In addition, please file tax counsel’s consent as an exhibit to the registration statement. For guidance, refer to Staff Legal Bulletin No. 19, Sections III and IV.

The Company acknowledges the Staff’s comment and has revised the disclosure in Amendment No. 3 to identify counsel and reference the long-form tax opinion. Counsel has also revised the tax opinion filed as an exhibit to Amendment No. 3 to include their consent. Read in the reply ↗

We note your revised disclosure in response to comment 13 and reissue the comment in part. Please revise to compare the value of one mined Bitcoin to your cost to mine the one Bitcoin for the periods presented. In addition, please revise to explain in greater detail how the breakeven line item in the table on page 227 is calculated, and provide quantified illustrative examples, as appropriate.

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Furthermore, please discuss any known trends related to your breakeven analysis as of the most recent practicable date. As a nonexclusive example, clarify whether your cost of revenue and mining inputs (e.g., electricity costs) have materially increased or decreased in recent periods.

The Company acknowledges the Staff’s comment and has revised the disclosure on pages 234 and 235 of Amendment No.

3 to address the Staff’s comment. Read in the reply ↗

We acknowledge your response to prior comment 22 and the revised disclosure on pages F-111 and F-119. ASC 820-10-35-5 requires fair value to be determined based on information in the single principal market, or in the absence of a principal market, the single most advantageous market. As Yahoo Finance is not a market where digital assets can be bought and sold, it cannot be the principal market for GAAP purposes.

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As a result, please revise your disclosures in your next amendment to address the following: • Identify for us the principal market or, in the absence of a principal market, the most advantageous market for each of the digital assets you hold or held during the periods included in your financial statements; and • Tell us how you determined that these markets are the principal or most advantageous markets and reference for us the authoritative literature you rely upon to support your determinations.

The Company acknowledges the Staff’s comment and has revised the disclosure on page F-111 of Amendment No. 3 to address the Staff’s comment. Read in the reply ↗

We acknowledge your response to our prior comment 19. You disclose that you measure mined bitcoin at fair value on the date earned in disclosures on pages 245, F-81 and F114. However, you also disclose on pages 246 and F-114 that the cryptocurrency award is recorded at fair value determined on the date you are notified it is earned, which from your disclosure appears to be after the contract term for your

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performance obligation. Please address the following related to these disclosures: • The date you recognize revenue - the dated earned or the date you are notified it is earned; • Confirm for us whether you are notified that you have earned the cryptocurrency award on the same day that you earn the award, and, if not, tell us when you determine the fair value of the cryptocurrency award; and • Revise your next amendment to include consistent disclosure throughout the document

The Company acknowledges the

Staff’s comment and has revised the disclosure on page 252 and 253 of Amendment No. 3 to address the Staff’s comment.

Regarding the Staff’s comments:

(a) The date that

Gryphon recognizes revenue is the same date that its hashrate is contributed to the mining pool operator.

Rest of the answer

In exchange for providing computing power, the Company is entitled to a pro rata share of the fixed bitcoin awards earned over the measurement period, plus a pro rata fractional share of the global transaction fee rewards for the respective measurement period, less net digital asset fees due to the mining pool operator over the measurement period, as applicable. This amount is recorded as mining revenues reported on the Statements of Operations. The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers.

(b) On a daily basis,

Gryphon is notified via email that it has earned the cryptocurrency award when the cryptocurrency award is received in its mining wallet held by Bitgo. As such, the fair value of the cryptocurrency award is determined and recorded daily. Gryphon’s management also confirms the amount of bitcoin received in the mining wallet by logging into the mining pool operator’s (Foundry

USA) customer dashboard; however, no formal notification is sent to Gryphon by the Foundry USA Pool when the payout occurs by the pool to the Company. In addition, Gryphon’s management completes a revenue reasonableness analytical procedure on a monthly basis during its financial close process. The Company estimates the amount of bitcoin the company should earn on a daily basis by comparing the hashrate contributed to the mining pool operator divided by the global hashrate. For instance, per review of the revenue reasonableness calculation, the Company noted the estimated amount of bitcoin the Company should have generated based on the hashrate contributed for the three-month periods ending March 31, 2023 and June 30, 2023, were 211.88 and 186.53, respectively. For the three-month periods ending March 31, 2023 and June 30, 2023, the Company mined and received 212 and 187 bitcoin, respectively. Management noted the variances of bitcoin mined and received for the three-month periods ending March 31, 2023 and June 30, 2023 of 0.27% and 0.03%, respectively, were quantitatively immaterial.

(c) The Company acknowledges the Staff’s comment and has incorporated consistent disclosure language throughout the next amendment to ensure uniformity in the document.

Read in the reply ↗

Refer to your response to our prior comment 18. Please reconcile for us the compensation expense for the six months ended June 30, 2023 and 2022 reported in the table on page F127 with the amounts reported on your Unaudited Condensed Consolidated Statements of Operations for the six months ended June 30, 2023 and 2022.

The Company acknowledges the Staff’s comment and has revised the disclosure on page F-127 of Amendment No. 3 to address the Staff’s comment. Read in the reply ↗

We note your belief that the Merger will increase Gryphon's "position as a leading net carbon neutral bitcoin miner." Please revise, where applicable, to clarify what metric(s) you use, or will use, to determine that a company is a “leading” net carbon neutral bitcoin miner.

The Company acknowledges the Staff’s comment and has revised the S-4 where applicable in Amendment No. 4. Read in the reply ↗

Please revise to clarify whether Gryphon's Order 1 under the Core MSA commencing August 31, 2021 includes any provisions regarding maintaining net carbon neutral status, as does its Order 2 commencing September 24, 2021, per your disclosure on page 228. In this regard, we note your disclosures elsewhere that "Gryphon currently uses 100% net carbon neutral energy as its power source" (e.g., pages 3 and 222).

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Please revise to clarify or advise, as appropriate.

The Company acknowledges the Staff’s comment and has revised the disclosure on pages 3, 223, 230 and 236 of Amendment No. 4 to address the Staff’s comment. For clarification,

Order 1 under the Core MSA does not have any provisions regarding the maintenance of net carbon neutral status. We have further revised disclosures to remove references of 100% carbon neutrality. Read in the reply ↗

Please refer to comment 2 and your revised disclosures. Please further revise your breakeven analysis to clarify whether and, if so, how the cost of purchasing mining equipment factors into your analysis. Additionally, clarify whether you finance the purchase of mining equipment and, if so, reflect financing costs in your analysis. Gryphon Digital Mining, Inc.

The Company acknowledges the Staff’s comment and has revised the disclosures on page 237. In addition, the Company wants to clarify that the breakeven analysis is an operational metric that does not take capital expenditures into consideration. As previously noted, breakeven calculations only consider the operational costs such as electricity and hosting. The machines were originally financed primarily through equity capital raises and cash flows resulting from the sale of bitcoin generated by mining operations.

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As breakeven calculations are an operating cash flow metric, financing costs, which are part of cash flows from financing, are not considered. As of

September 30, 2023, there are no financing agreements outstanding as it relates to the financing of the mining equipment.

Gryphon Digital Mining, Inc.

Read in the reply ↗

We acknowledge your response to our prior comment 16 of our August 10, 2023 letter. Please revise your digital assets accounting policy to include a discussion of how your policy of classifying digital assets as current is consistent with the definition of current assets in ASC Topic 210-10-20.

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Specifically, please revise your accounting policy to state, if true, that digital assets are classified as current assets because you have a reasonable expectation that they will be realized in cash or sold or consumed during the normal operating cycle of your business.

The Company acknowledges the Staff’s comment and has revised the disclosure on page F-81 and F-116 of Amendment No. 4 to address the Staff’s comment. Read in the reply ↗

We note your response to prior comment 4. Please tell us, and revise your disclosure in your next amendment to specifically address the following concerning your mining revenue recognition under ASC 606: • We note that your contracts are terminable, "at any time by either party." Please confirm if your contracts are terminable, "at any time by either party without cause and without penalty," and include this

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specific disclosure in your next amendment, if true; • Your consideration of whether each mining pool arrangement is a contract that is continuously renewed and, if so, tell us:o Your consideration as to whether the duration of your contracts is less than 24 hours; o Whether the rate of payment remains the same upon renewal; and o Whether your customer’s option to renew represents a material right that represents a separate performance obligation as contemplated in ASC 606-10- 55-42; • We note that your performance obligation is, "providing computing power in digital asset transaction verification services." Tell us your consideration for disclosing your performance obligation as, "the service of performing hash computations for the mining pool operator," or something similar to more precisely and closely align with the promise in your contracts, and include this specific disclosure in your next amendment, if true; • You disclose that the mining pool in which you participate utilizes the Full Pay Per Share (FPPS) payout method. We further note your disclosure on pages F-80 and F- 114 that, “you are entitled to a fractional share of the fixed cryptocurrency award the mining pool operator receives…for successfully adding a block to the blockchain,” which appears inconsistent with FPPS where miners receive a fixed payout for each valid share submitted, regardless of whether the pool finds a block. Confirm for us whether you are entitled to compensation whether or not the pool operator receives an award, and revise your disclosure for consistency throughout the Form S-4; • Revise your disclosure to indicate how each component of your contract consideration under FPPS is calculated. In this regard, we note block rewards, transaction fees, and mining pool operating fees; and • We are unable to reconcile your use of the lowest bitcoin price during the day ending midnight UTC with the requirement in ASC 606-10-32-21 to estimate the fair value of noncash consideration on the date of contract inception. Revise your policy to consistently select a single time within the date of contract inception or a simple average during that day. For all periods in your filing, tell us the impact on your revenue recognized by applying this revised policy and provide us your SAB 99 analysis as to whether any of these differences are material.

The Company acknowledges the Staff’s comment and has revised the disclosure on page F-83 and F-118 of Amendment No. 4 to address the Staff’s comment. In addition, the

Company addresses the Staff’s comments as follows:

(a). Regarding terminable contracts by any party, pursuant to section

11.b of the terms of service of Foundry Pool USA (https://foundryusapool.com/static/Foundry_USA_Pool_Terms_and_Conditions_revised_8_28_23.pdf), the Company’s access and usage rights to the pool may be terminated for any reason, without penalty, by either Foundry or the Company by providing one contract

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day’s prior written notice to the other party.

(b). Regarding the continuous renewal, pursuant to section 11.a of the terms of service of Foundry Pool USA (https://foundryusapool.com/static/Foundry_USA_Pool_Terms_and_Conditions_revised_8_28_23.pdf), the Company’s access and usage rights to the pool and service shall commence upon completion of the client onboarding and shall automatically renew for a successive 24-hour period (00:00:00 UTC and 23:59:59 UTC) unless terminated in accordance with the terms set forth by the terms of service.

1. The contract is for a continuous 24-hour period each day.

The Company’s access and usage rights to the pool and service automatically renew for a successive 24-hour period (00:00:00 UTC and 23:59:59 UTC) unless terminated in accordance with the terms set forth by the terms of service. In exchange for performing hash computations for the mining pool, Gryphon is entitled to a fractional share of the fixed cryptocurrency award the mining pool operator receives (less digital asset transaction fees to the mining pool operator which are recorded as a component of cost of revenues). Gryphon’s fractional share is based on the proportion of hash computations Gryphon performed for the mining pool operator to the total hash computations contributed by all mining pool participants in solving the current algorithm during the 24-hour period. Hashrate is the measure of the computational power per second used when mining. It is measured in units of hash per second, meaning how many calculations per second that can be performed.

The consideration the Company will receive, comprised of block rewards, transaction fees less mining pool operator fees are aggregated in a sub-balance account held by the mining pool operator. That balance, due to the Company, is calculated by the mining pool operator based on the hashrate provided and hash computations completed by the Company for the mining pool from midnight-to-midnight (00:00:00

UTC and 23:59:59 UTC) UTC time, and a sub-account balance is credited one hour later at 1AM UTC time. The balance is then withdrawn to the Company’s whitelisted wallet address, once a day, between the hours of 9am to 5pm UTC time. The rate of payment occurs once per day, as long as the minimum payout threshold of 0.01 bitcoin has accumulated in the sub-account balance, in accordance with the mining pool operator’s terms of service.

2. The rate of payment occurs once per day, as long as the minimum payout threshold of 0.01 bitcoin has accumulated in the sub-account balance, in accordance with the mining pool operator’s terms of service.

Please see https://pool-faq.foundrydigital.com/payouts and https://pool-faq.foundrydigital.com/what-are-the-minimum-payout-thresholds for more information.

3. Pursuant to ASC 606-10-55-42, the Company assessed if the customer’s option to renew represented a material right that represents a separate performance obligation and noted the renewal is not a material right. The definition of a material right is a promise in a contract to provide goods or services to a customer at a price that is significantly lower than the stand-alone selling price of the good or service. The mining pool operator does not provide any discounts and as such there is no economic benefit to the customer and as such a separate performance obligation does not exist under

606-10-55-42. In addition, there are no options for renewal that is separately identifiable from other promises in the contract such as an ability to extend the contract at a reduced price.

(c). The Company notes the Staff’s comment and will revise the disclosure to include the following: The performance obligation of the Bitcoin miner under the mining contracts with Foundry Pool

USA involves the service of performing hash computations to facilitate the verification of digital asset transactions. The Company’s miners contribute computing power (ie. hashrate) that perform hash calculations to the mining pool operator, engaging in the process of validating and securing transactions through the generation of cryptographic hashes. The mining pool then utilizes a specific mining algorithm (e.g. SHA-256) to submit shares (proofs of work) to the mining pool’s server as they contribute to solving the cryptographic puzzles required to mine a block. The Company reviews and analyzes its individual pool performance using a dashboard provided by Foundry

Pool USA that includes real-time statistics on hashrate, shares submitted and earnings. The service of performing hash computations in digital asset transaction verification services is an output of the Company’s ordinary activities. The provision of providing these services is the only performance obligation in the Company’s contracts with mining pool operators. The Company performs hash computations for one mining pool operator, Foundry USA. Foundry USA operates its pool on the Full Pay Per Share (FPPS) payout method. FPPS is a variant of the Pay Per Share (PPS) method, where miners receive a fixed payout for each valid share submitted, regardless of whether the pool finds a block.

(d). The disclosure on pages F-80 and F-114 have been revised to remove reference to the comment “for successfully adding a block to the blockchain”. Pursuant to the Full Pay-Per Share (FPPS) methodology, the mining pool operator distributes payouts to miners based on their contribution to the pool’s total hash rate regardless of if a block is won. This provides more predictable and stable payouts for miners, as they receive compensation for their contributed hash rate regularly.

(e). Foundry Pool does not disclose how each component of the Company’s contract consideration under FPPS is calculated however the Company has revised its disclosures to document the consideration received is comprised of block rewards, transaction fees less mining pool operator fees.

(f). The Company notes the Staff’s comments and has revised their Accounting Policy. The digital assets are initially recorded at cost using the daily average trading price for the day calculated by averaging the daily open and daily close prices quoted on Coinbase, which is the active exchange that the Company has determined is its principal market for cryptocurrencies. The Company previously recorded its digital assets and the corresponding revenues for the years ended December 31, 2021 and 2022, three month period ending March 31, 2023 and three month period ending June 30, 2023 utilizing the daily low as quoted on Yahoo Finance which amalgamates the price from various exchanges.

As of July 1, 2023, the Company changed its accounting policy and recognized revenue utilizing the daily average instead of the daily low as reported by its principal market given the fact pattern that the contracts with the mining pool operators are continuously renewing every 24 hours with a static beginning and end point each day. The Company relied on guidance interpreted under ASC 606-10-25-27 through 25-30 and evaluated the contract with the mining pool operator, performance obligations involved, methodology for recognizing revenue over time, if applicable, criteria for satisfaction over time, historical volatility in daily quoted price, timing of receipt of consideration, specific facts and circumstances of the bitcoin blockchain as it relates to the continuous renewal every 24 hours and determined utilizing the daily open and daily low to arrive at a simple average (or

“Daily Average”) was the most appropriate measurement for determining the fair market value of the consideration received for satisfaction of the contract every 24 hours. In completing the change in accounting policy, the Company completed a SAB 99 analysis to evaluate the materiality of any potential financial statement misstatements. Please find the attached SAB 99 analysis as an exhibit to this filing.

Read in the reply ↗

You include mining pool fees in your cost of revenues. Please explain to us your consideration of whether fees paid to the mining pool operators should be considered payments to a customer and treated as a reduction of the transaction price/revenue. Refer to ASC 606-10-32-25 through 32-27.

The Company acknowledges the Staff’s comment and has revised the disclosure on page F-85 and F-119 of Amendment No. 4 to address the Staff’s comment.

ASC 606-10-32-25 through 32-27 in the Financial

Accounting Standards Board’s (FASB) Accounting Standards Codification (ASC) provides guidance on the consideration of whether fees paid to a mining pool operator should be considered payments to a customer and treated as a reduction of the transaction price or revenue.

Gryphon’s management reviewed the standards and completed the following assessment.

Identifying the Customer: ASC 606-10-32-25

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states that an entity should determine whether the counterparty to a contract is a customer. If the counterparty is a customer, the entity should apply the revenue recognition guidance to that contract. Under ASC 606-10-32-25, the Company identified the mining pool operator as the customer as the Company entered into a contractual agreement with the pool operator whereas the Company is to provide services in the form of contributing hashing power to the pool.

Mining Pool Operator as a Customer: As the Company has determined the mining pool operator to be a customer, any fees paid to the mining pool operator would be part of the transaction price of the contract. Any fees paid by the Company as a miner to the pool operator would be revenue earned by the pool operator, and the pool operator is treated as the customer.

Transaction Price: ASC 606-10-32-26 provides guidance on determining the transaction price. The Company considered the effects of variable consideration, constraints on variable consideration, the existence of a significant financing component in the contract, and non-cash consideration. The Company receives variable consideration given the variable nature of the amount of mining power (hashrate) contributed on a daily basis (24-hour period per recurring contract term). The Company completes an analytical procedure as part of its monthly close process to determine the reasonableness of consideration received. There are no significant financing components of the transaction or delays in the timing of payments from the customer to the

Company, whereas the Company would need to adjust the transaction price for the time value of money. As the Company receives non-cash consideration, in the form of bitcoin, ASC 606-10-32-26 specifies that the Company should measure non-cash consideration at fair value.

The fair value of the non-cash consideration would be included in the determination of the transaction price. The Company does not receive the gross amounts of bitcoin earned prior to the transaction fees deduction by the pool operator. As such, the consideration received is net or inclusive of the transaction fees incurred and charged by the customer (pool operator).

Variable Consideration: If the fees paid to the mining pool operator are variable, an entity should estimate the amount of consideration to which it will be entitled. This involves considering the likelihood and magnitude of a significant revenue reversal. ASC 606-10-32-26 emphasizes the need to assess whether there are constraints on variable consideration. In the instance where there is uncertainty about the amount of consideration, it is reasonable for the Company to consider a likelihood of a significant reversal of revenue. The Company reviews daily bitcoin rewards received and reviews various factors, such as mining difficulty, the price of bitcoin and the Company’s contribution to the pool operator. The Company estimates the amount of variable consideration the Company should receive and prepares a monthly workpaper documenting the difference in actual bitcoin rewards received vs. estimated bitcoin earned. For the nine-month period ending September 30, 2023, the Company received approximately

575.19 bitcoin. The Company expected to receive approximately 574.95 bitcoin based on the contributed hashrate generated as a percentage of the global hashrate given the electricity consumed and the miner fleet specifications resulting in a quantitative immaterial variance of 0.04% for the nine-month period. The Company assessed, given the pool operators payout methodology and the revenue reasonableness test completed by management, there does not exist a likelihood of a significant reversal of revenue.

Reduction of Transaction Price: ASC 606-10-32-27 states that an entity should reduce the transaction price for variable consideration only to the extent that it is probable that a significant revenue reversal will not occur when the uncertainty is subsequently resolved. The Company assessed various factors, identifying the variable consideration, estimating the variable consideration, considered constraints (although none existed such as performance metrics or targets), probability, documentation, regular review and monitoring of performance with open communication with pool operators combined with dashboard usage. Due to the Company utilizing Foundry Pool’s FPPS methodology and the previous mentioned factors, there was zero likelihood of a significant reversal of revenue as the Company receives payouts as a pool participant on a daily basis calculated from midnight-to-midnight

UTC time, regardless of if the Pool Operator receives any block rewards.

In summary, fees paid to the mining pool operator are considered payments to a customer and treated as a reduction of the transaction price/revenue. The Company has carefully assessed the variable nature of these fees, considered the likelihood and magnitude of any potential adjustments, and documented that management has applied the revenue recognition guidance accordingly.

Read in the reply ↗

Please refer to the disclosure here and in the summary and Q&A sections that "Ellenoff Grossman & Schole LLP, counsel to Gryphon, has delivered an opinion to Gryphon that, on the basis of certain representations made by Akerna and Gryphon, and subject to certain assumptions set forth therein, the Merger will qualify as a 'reorganization' within the meaning of Section 368(a) of the Code" and revise to clarify, if

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true, that these "certain representations made by Akerna and Gryphon" are factual representations. Refer to the SEC’s Division of Corporate Finance Staff Legal Bulletin 19.

The Company acknowledges the Staff’s comment and has revised the S-4 where applicable in Amendment No. 5 to clarify that the representations are factual representations. Read in the reply ↗

You disclose that Nasdaq granted you an extension for any delisting or suspension until January 31, 2023 to regain compliance by completing the Sale Transaction and the Merger. Please confirm whether the extension is through January 31, 2024, and revise accordingly throughout the document.

The

Company acknowledges the Staff’s comment and has revised the S-4 where applicable in Amendment No. 5 to correct the date to January

31, 2024.

Gryphon Digital Mining, Inc

Notes to Consolidated Financial

Statements for the Years Ended December 31, 2022 and 2021 Note 1 - Organization and Summary of Significant Accounting Policies Read in the reply ↗

We are continuing to evaluate your response to our prior comment 5 and may have additional comments.

– The Company acknowledges the Staff’s comment and continues to believe that its prior response sufficiently addresses the Staff’s prior comment 5. Read in the reply ↗

We acknowledge your response to comment 6 and your revised disclosure on pages F-85 and F-122 that you account for transaction fees paid to the mining pool operator as a reduction of the transaction price. However, we note that you still disclose on pages 256, F-85 and F-122 that mining pool fees are a component of cost of revenues.

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Please reconcile these statements for us, and revise your disclosure for consistency. Part II

– The Company acknowledges the Staff’s comment and has revised the S-4 on pages 231, 241, 255, 256, F-83, F-85, F-121 and

F-122 of Amendment No. 5 to reconcile these statements. Read in the reply ↗

Please have tax counsel revise their consent in the final paragraph to state that counsel also consents to the prospectus discussion of their opinion and to being named in the registration statement. Refer to Securities Act Rule 436 and Section IV of the SEC’s Division of Corporate Finance Staff Legal Bulletin 19.

– The Company acknowledges the Staff’s comment and has filed a revised Exhibit 8.1 to Amendment No. 5 to address the comment. Read in the reply ↗

Please provide a brief summary of the recent SPAC merger, the reorganization, the change in control of MTech Acquisition Corp. ("MTech"), and the concurrent private placements that resulted in the current status of Akerna.

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In your summary, please clarify the concentration of ownership of management and principal stockholders, and disclose the number and percentage of public SPAC common stockholders that redeemed their shares for their respective portion of the SPAC trust funds.

We have revised our disclosure on pages 1 through 2 of the Amended Registration Statement to include the summary and information requested by the Staff. Read in the reply ↗

Your forum selection provision in your Certificate of Incorporation identifies the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation, including any "derivative action." Please disclose whether this provision applies to actions arising under the Securities Act or Exchange Act.

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In that regard, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. If the provision applies to Securities Act claims, please revise your prospectus to state that there is uncertainty as to whether a court would enforce such provision and to state that stockholders will not be deemed to have waived the company’s compliance with the federal securities laws and the rules and regulations thereunder. If this provision does not apply to actions arising under the Securities Act or Exchange Act, please ensure that the exclusive forum provision in the governing documents states this clearly.

We respectfully advise the Staff that by its terms, the forum selection provision does not exclude stockholders from suing in federal court for claims under the federal securities laws. In response to the Staff’s comment, we have added the risk factor referenced on page 27 of the

Amended Registration Statement, which provides the choice of forum provision does not exclude stockholders from suing in federal court for claims under the federal securities laws. Read in the reply ↗

Please clarify whether any of your selling stockholders are subject to a lock-up agreement and, if so, how the restrictions on resale will affect the offering.

Various selling stockholders are subject to a lock-up agreement. As such, despite the registration of their shares on the Amended Registration Statement, they cannot sell such shares until certain conditions provided in the lock-up agreement are met. We have added disclosure describing the lock-up agreement and such conditions on pages 1 and 35 of the Amended Registration Statement. Read in the reply ↗

Please incorporate the MTech periodic reports filed since the end its last completed fiscal year. Please refer to Item 12 of Form S-3 for further guidance. We note that your Form 10-Q for MTech filed on May 15, 2019 is not incorporated by reference.

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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. 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.

We have incorporated by reference the financial statements and related notes for the three months ended March 30, 2019 and 2018, which were filed as Exhibit 99.3 to Form 8-K, filed with the Commission on June 21, 2019.

We thank the Staff for its review of the foregoing.

If you have further comments, we ask that you forward them by electronic mail to our counsel, Tamar Donikyan, Esq. at tdonikyan@egsllp.com or by telephone at (212) 370-1300. Read in the reply ↗

Please revise your risk factor to clarify whether your exclusive forum provision would apply to derivative lawsuits based on claims under the federal securities laws. The risk factor should also clarify whether federal courts would have jurisdiction over these derivative lawsuits should the state courts in Delaware be found to lack jurisdiction.

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As noted in prior comment 2, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

We have revised the risk factor accordingly on page 32 of the Amended Registration Statement. Read in the reply ↗

Your response to prior comment 3 refers to "various selling stockholders are subject to the Lock-Up Agreement." Please identify the selling stockholders that are subject to the Lock-Up Agreement and quantify how much of the 5,798,692 shares of common stock being registered would be restricted from resale under the Lock-Up Agreement.

We have provided the requested information on page 40 of the Amended Registration Statement. Read in the reply ↗

We note your response to prior comment 4 that your March 31, 2019 and 2018 interim financial statements were filed with your Form 8-K filed on June 21, 2019, and that Form 8-K is incorporated by reference to your registration statement. Please be aware that your eligibility to file on Form S-3 is partly based on the periodic reporting history of MTech Acquisition Corp.

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You assumed the reporting history of MTech as its successor corporation through Rule 12g-3, as disclosed in your Form 8-K filed on June 21, 2019. As such, please incorporate all of the MTech periodic reports filed since the end its last completed fiscal year. Please refer to Item 12, Incorporation of Certain Information by Reference and General Instructions I.A on Form S-3.

We have incorporated by reference the requested reports of MTech on page 43 of the Amended Registration Statement.

As per the Staff’s request, we note that we simultaneously filed with the Amended Registration Statement a Current Report on Form 8-K12B, which provides that Akerna is the successor issuer to MTech and that pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), Akerna’s shares of common stock and warrants are deemed registered under Section 12(b) of the Exchange Act.

We thank the Staff for its review of the foregoing.

If you have

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further comments, we ask that you forward them by electronic mail to our counsel, Tamar Donikyan, Esq. at tdonikyan@egsllp.com or by telephone at (212) 370-1300.

Read in the reply ↗

Please provide a description of your Sponsor, MTech Sponsor LLC, and its relationship to your management and principal stockholders.

to the Staff’s comment, we have provided a description of MTech Sponsor, LLC and its relationship to our management and principal stockholders on pages 9 and 29 of the Amended Registration Statement.

Questions and Answers About the Proposals

Q. Why am I receiving this proxy statement/prospectus?, Read in the reply ↗

Please clarify the effect the Business Combination will have on the public MTech Acquisition Corp. ("MTech") warrants. Your disclosure indicates that "outstanding MTech warrants, by their terms, will automatically convert into warrants to purchase an equal number of shares of MTech Holdings’ common stock." Please indicate that the MTech warrants will be exchanged for MTech Acquisition Holdings Inc.

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("MTech Holdings") warrants and the public MTech warrants will be cancelled upon the close of the Business Combination. Also, tell us whether MTech will file a Form 15 for the public Class A common stock, warrants, and units and whether you will file a Form 8-A for the newly issued MTech Holdings common stock and warrants. Q: What equity stake will current stockholders of MTech and the Sellers hold in MTech Holdings after the Closing?, page 19

We respectfully wish to advise the Staff that the MTech warrants will not be exchanged for MTech Acquisition Holdings Inc. ("MTech Holdings") warrants.

Pursuant to Section 4.5 of the Warrant Agreement, dated as of January 29, 2018 (“Warrant Agreement”), between MTech

Acquisition Corp. (“MTech”) and Continental Stock Transfer & Trust Company (“Continental”), in the case of any merger or consolidation of MTech with or into another corporation, each holder of an MTech warrant shall thereafter have the right to purchase and receive in lieu of the share of MTech common stock immediately

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theretofore purchasable and receivable upon the exercise of the warrant, the kind and amount of shares of stock or other securities or property (including cash) receivable upon the merger that the warrant holder would have received if such warrant holder had exercised his, her or its warrant(s) immediately prior to such event. Accordingly, pursuant to the terms of the Warrant Agreement, the MTech warrants will remain outstanding but will automatically represent the right to acquire the MTech Holdings stock upon consummation of the Business Combination. In connection with the consummation of the Business Combination, MTech Holdings will enter into an Assignment and Assumption Agreement with Continental and MTech whereby MTech Holdings will assume all the rights and obligations of MTech under the Warrant Agreement.

Notwithstanding the foregoing, we do not believe a Form 8-A is required with respect to the warrants or newly issued Mtech Holdings common stock as we respectfully believe that MTech Holdings should be deemed a successor issuer to MTech pursuant to Rule 12g-3(a) under the Exchange Act of 1934, as amended (the “Exchange Act”).

Rule 12g-3(a) provides that, where, in connection with a “succession” by merger, consolidation, exchange of securities, acquisition of assets or otherwise, securities of an issuer that are not already registered under Section 12 of the Exchange Act are issued to holders of any class of securities of another issuer that are already registered under Section 12(b) or 12(g) of the Exchange Act, then the unregistered securities shall be deemed to be registered under the same paragraph of Section 12 of the Exchange Act, subject to certain enumerated exceptions, including if all securities of such class are held of record by more than 300 persons.

Rule 12g-3(f) requires the issuer of the securities deemed registered under Rule 12g-3(a) to indicate in the Form 8-K filed in connection with the succession the paragraph of Section 12 under which the class of securities of the success is deemed issued. MTech Holdings intends to file such a Form 8-K promptly upon consummation of the Business Combination.

Although the definition of “succession” in Rule 12b-2 under the Exchange Act specifically contemplates the “direct” acquisition of the assets comprising a going business, whether by merger, consolidation, purchase or other direct transfer,” and does not explicitly contemplate a holding company reorganization, no-action positions taken by the staff of the Division of Corporation Finance of the Commission

(the “Division”) in the past indicate that the structure of the Business Combination should constitute a “succession” for purposes of Rule 12g-3(a). In addition, in Release No. 33-7431, in which the Commission eliminated Form 8-B under the Exchange

Act and amended Rule 12g-3, the Commission noted:

“Rule 12g-3 is now being amended to include other transactions, such as the succession of a non-reporting issuer to more than one reporting issuer, either through consolidation into a new entity or a holding company formation. Currently, in this type of succession, both existing issuers must deregister their securities under the Exchange Act, and the success must file a Form 8-B. As a result of the amendments adopted today, the securities of the successor issuer will be deemed automatically registered under Section 12 of the Exchange Act.”

It should be noted that the definition of “succession” in Rule 12b-2 under the Exchange Act also contemplates the “acquisition of control of a shell company in a transaction required to be reported on Form 8-K,” which is the case with the Business Combination. Furthermore, in Section 250.01 of the Division of Corporation Finance’s (the “Division”) Exchange Act Rules Compliance and

Disclosure Interpretations, the Division states:

“Under Rule 12g-3, the securities issued by a holding company that acquires a company with a class of securities registered under Section 12(g) of the

Exchange Act are automatically deemed to be registered under Section 12(g), whether or not a Form 8-K or 8-A has been filed with respect to such securities.”

We note that upon consummation of the Business Combination, MTech Holdings will not satisfy Rule 12g-3’s requirement that the MTech Holdings common stock and warrants be held of record by at least 300 persons. It is our opinion, however, that the application of Rule 12g-3(a) is appropriate notwithstanding the fact that MTech Holdings may have less than 300 record holders upon consummation of the Business Combination and the Division has granted no-action relief from the 300 person threshold of Rule 12g-3(a) in a number of successor situations.

See, e.g., Sanchez Production Partners LLC (February 19, 2015), Endo Health Solutions Inc. (available February 28, 2014), Genworth

Financial, Inc. (available March 27, 2013), Jazz Pharmaceuticals, Inc. (available January 12, 2012), Galileo Holding Corp. (available

December 19, 2008), Harveys Casino Resorts (available October 31, 2000), IPC Information Systems, Inc. (available May 20, 1999),

American Eagle Outfitters, Inc. (available March 29, 1999). In our view, the application of Rule 12g-3(a) to the Business Combination is consistent with the relief that the Division has granted in similar circumstances, as well as the protection of investors. As noted in numerous no-action letters, presumably Rule 12g-3’s threshold of 300 holders of record was to permit a successor to terminate its Exchange Act reporting and to coordinate with the standard for termination under Rule 12g-4 promulgated under the Exchange Act. See, e.g., Pediatrix Medical Group, Inc. (available December 22, 2008), IPC Information Systems, Inc. (available

April 26, 2005). MTech’s common stock and warrants are listed on The Nasdaq Stock Market and it is intended that the MTech

Holdings common stock and warrants will be so listed following the Business Combination. Continued Exchange Act registration is essential to such listing and there is no intention to terminate MTech Holdings’ Exchange Act registration or reporting as a result of, or in connection with, the Business Combination.

The purpose behind Rule 12g-3 is “to eliminate any possible gap in the application of the Exchange Act protection to the securityholders of the predecessor.”

See Section 250.01 of the Division’s Exchange Act Rules Compliance and Disclosure Interpretations. We note the Staff has taken the position that “Section 12(g) registration could be voluntarily continued by the successor pursuant to Rule 12g-3 in circumstances where the predecessor had fewer than 300 record holders without the filing of a new Exchange Act registration statement.” See Section 250.02 of the Division’s Exchange Act Rules Compliance and Disclosure Interpretation.

Accordingly, we respectfully submit that the warrants and, upon issuance, the MTech Holdings common stock, will be deemed registered under Section 12(b) pursuant to Rule 12g-3(a) of the Exchange Act notwithstanding that, upon consummation of the Business Combination, there are less than 300 holders of record.

Read in the reply ↗

Please discuss the impact of the MTech Class B stockholders, also known as Founder Shares, on the vote of the transaction and the Business Combination. For example, clarify that Class B stockholders have the right to vote for the Business Combination and that the Class B shares will convert to Class A shares at the close of the Business Combination and be exchanged for shares of MTech Holdings.

Rest of the question

We note that that the conversion of the Class B shares to Class A shares provides that Class B stockholders will hold 20% beneficial ownership of MTech.

to the Staff’s comment, we have discussed the impact of the Founder Shares on the vote of the transaction and the Business Combination on pages

21, 68 and 75 of the Amended Registration Statement.

What Will Happen in the Business Combination, Read in the reply ↗

You explain that holders of unvested profit interest units of MJ Freeway LLC ("MJF") will receive pro-rata shares of MTech Holdings as part of the Business Combination transaction, but these MTech Holdings shares will continue to be unvested until they meet the vesting criteria even after the close of the Business Combination.

Rest of the question

Please describe the vesting criteria for these unvested profit interest units and quantify how many common stock shares of MTech Holdings will be issued in exchange for them.

Please be advised that, assuming that 6,889,764 shares of MTech Holdings common stock are issued to the current holders of MJF in the business combination ( using the aggregate merger consideration amount of $70 million, assuming that there are no adjustments to the merger consideration at the closing for net working capital or indebtedness, divided by the fixed price of $10.16 per share, and including the shares of MTech Holdings common stock to be held in escrow), an aggregate of 282,716 shares of MTech

Holdings common stock will be issued to the holders of all of the unvested profit

Rest of the answer

interests of MJF after giving effect to the allocation agreement by and among the holders of MJF’s preferred and common stock and the parties to the

Merger Agreement, as described on page 53 of the Amended Registration Statement. These shares would be subject to the same vesting as the unvested profit interests for which they are exchanged. Typically, the profits interest units of MJF vest in four equal 25% annual installments, with the first tranche vesting on the first anniversary of the date of grant. Vesting of each tranche is conditioned upon the holder thereof being employed by MJF on the vesting date. We have added relevant disclosure on pages 19, 81 and 137 of the Amended Registration Statement.

Read in the reply ↗

Please reconcile the explanation of column (C) indicating that the MJF data is for the twelve months ended June 30, 2018 to the disclosure in your introduction to the pro forma financial information on page 46 indicating the data is for the twelve months ended December 31, 2017.

to the Staff’s comment, we have revised the explanation of column (C) to indicate that the MJF data is for the twelve months ended December 31,

2017 on page 53 of the Amended Registration Statement. Read in the reply ↗

In pro forma adjustment (5), please further explain the assumptions you used in computing pro forma weighted average shares outstanding and address the following: • Explain why the public shares expected to be redeemed under Scenario 2 appear to be included in your computation of weighted average shares outstanding as of December 31, 2017; and • Describe how you computed the number of MTech shares issued in the

Rest of the question

Mergers.

to the Staff’s comment, we have adjusted the computation of weighted average shares outstanding as of December 31, 2017 to exclude the public shares expected to be redeemed under Scenario 2 and have included in pro forma adjustment (5) a description of how we computed the number of MTech shares issued in the Mergers. The revised disclosure can be found on page 53 of the Amended Registration Statement. Read in the reply ↗

Please provide a more detailed description of the closing adjustments of the $70 million in merger consideration to be provided to MJF unit holders. You reference a net capital adjustment, a target capital adjustment and an indebtedness adjustment. Please clarify the mechanics of these adjustments as to how they would be calculated, and clarify the types of indebtedness that would result in such an adjustment.

We have provided a more detailed description of the closing adjustments on page 81 of the Amended Registration Statement.

Background of the Business Combination, Read in the reply ↗

You indicate that MTech engaged the technology consulting firm Thought Ensemble to provide a report with recommendations on how to improve MJF's platform and processes. You further indicate that meetings or conference calls were held by MTech with representatives of Thought Ensemble to review and discuss its final report. Please revise to provide more details of these discussions with Thought Ensemble.

Rest of the question

Clarify whether MTech's board of directors considered the final report by Thought Ensemble to be a material factor in approving the Business Combination. If so, please provide a summary of the report, including the recommendations communicated to MTech's board.

We respectfully advise the Staff that the discussions with Thought Ensemble and the final report were part of MTech’s ordinary course of due diligence on

MJF and were not a standalone material factor considered by MTech’s board of directors for approving the Business Combination.

We have revised our disclosure to reflect the foregoing on page 90 of the Amended Registration Statement. Read in the reply ↗

This section references MTech receiving various information from MJF such as an indepth investor presentation, access to a data room, preliminary financials and other business information, and an annual budget and financial projections. This information was provided on April 6, April 26, June 25, and August 10, 2018, respectively.

Rest of the question

Please revise to provide a description of the substance of the financial information provided to MTech, to the extent material, and used by MTech's board as a material factor in its consideration to approve the Business Combination.

to the Staff’s comment, we have revised our disclosure on pages 88, 89 and 90 of the Amended Registration Statement. Read in the reply ↗

On August 28, 2018, MTech management agreed to raise the value of the merger consideration to $70 million, in part, due to the Series C financing and "change in public market activity in the cannabis industry." Please provide more details as to the prior negotiations of the merger consideration, including the prior amount(s) that was being discussed and/or negotiated before the August 28, 2018 meeting.

Rest of the question

In addition, please clarify what you mean by "change in the public market activity in the cannabis industry" and clarify the value of the MJF based on the Series C financing.

No numbered answer found in the reply. Read the reply ↗

Please clarify whether the MTech board performed a valuation of MJF and whether such an evaluation of MJF's valuation was a material reason the board considered to approve the Business Combination. We note that on page 66, you disclose that the MTech board did not hire an third-party investment firm to provide a fairness opinion, but the "fair market value of MJF has been determined by MTech’s board of directors

Rest of the question

based upon standards generally accepted by the financial community, such as potential sales, earnings and cash flow, and the price for which comparable businesses or assets have been valued." To the extent that the MTech board performed a valuation of MJF, please revise to disclose the methodology used by the MTech board and analysis performed, including specific financial information and projections provided by MJF management.

that the MTech board of directors performed a valuation of MJF and the valuation was a material reason that the board of directors determined to approve the Business Combination. We have revised our disclosure on pages 89, 90 and 92 of the Amended Registration

Statement to disclose the methodology used by the MTech board of directors and the analysis performed. Read in the reply ↗

You disclose that you will receive between $10.4 million and $63.4 million in cash proceeds from the SPAC trust as "Cash to Balance Sheet" if the Business Combination is consummated. Throughout your registration statement, you reference such proceeds to be used as part of the MJF's "growth strategy." On pages 61 and 62, you disclose such a growth strategy would include organic initiatives and potential acquisitions.

Rest of the question

Please describe in more detail what MJF's growth strategy involves and how it will use proceeds from the trust for the components and initiatives of your growth strategy. Further, please clarify whether the growth strategy of MJF as communicated to MTech as disclosed on page 88 has changed since the Business Combination proposal has been voted by MTech's board.

We respectfully direct the Staff to the disclosure that has been added on page 61 of the Amended Registration Statement providing details on MJF’s growth strategy and the use of the proceeds of this offering to implement that strategy. Please note that there have been no material changes to MJF’s growth strategy since its initial discussions with MTech described on page 88 of the original filing. Read in the reply ↗

In your table of the summary of principal changes between the certificates of incorporation of MTech and MTech Holdings subject to the Charter Amendments Proposal, you indicate that the MTech charter is silent as to the forum for stockholder lawsuits. This appears to be inconsistent with your disclosure on page 155 which indicates that MTech has an exclusive forum of Delaware courts for stockholder lawsuits.

Rest of the question

Please revise to reconcile and clarify how the exclusive forum provision of MTech Holdings differs from the exclusive forum provision of MTech. Further, clarify whether either exclusive forum provision excludes stockholders from suing in federal court for claims under the federal securities laws.

that the forum selection provision of MTech and MTech Holdings is the same. Each forum selection provision provided that Delaware courts are an exclusive forum for stockholder lawsuits related to any derivative action or proceeding on behalf of the corporation, any action asserting breach of fiduciary duty, any action asserting a claim under the Delaware general corporation law or any action asserting a claim governed by the internal affairs doctrine.

Rest of the answer

By its terms, each forum selection provision does not exclude stockholders from suing in federal court for claims under the federal securities laws. We have removed the forum section provision as one of the principal changes between the certificates of incorporation of the two entities requiring stockholder approval from page 101 in the Amended Registration Statement.

Read in the reply ↗

With respect to your Forum Selection and Corporate Opportunity changes in the MTech Holdings certificate, please add a risk factor that addresses the effect of these changes on investors. Your discussion of the Corporate Opportunity charter amendment should address the conflicts of interest that may result from the provision as it relates to your prospective management's outside activities.

that the Corporate Opportunity provision of MTech and MTech Holdings is the same. We have removed the Corporate provision as one of the principal changes between the certificates of incorporation of the two entities requiring stockholder approval from page

101 in the Amended Registration Statement. We have added risk factors for Forum Selection and Corporate Opportunity provisions in MTech Holdings certificate of incorporation on page 71 of the Amended Registration Statement. Read in the reply ↗

On page 122, you describe MJF as the "largest cannabis technology company providing Software-as-a-Service (SaaS) to the cannabis industry." Please clarify how you determined that you are the "largest" provider and explain upon what basis do you make this claim. We note similar language on pages 12, 35, and 92.

Rest of the question

It is unclear, for example, whether you are the largest provider in the industry by market share derived by revenues.

We respectfully submit that

MJF’s contention that it is the largest competitor in the industry is supported by numerous private and public sources, including company collected competitive data, publicly available state tax rolls, and industry resources. For example, comparative industry-related websites, such as https://www.owler.com/company/mjfreeway, routinely list the top ten competitors in the cannabis industry, which includes MJF. The comparative data available at such site indicates that MJF is at the top of this list in terms of annual revenues and number of employees.

Rest of the answer

Further, MJF competes in more segments of the cannabis industry than all of its competitors. Indeed, MJF services the entire cannabis supply chain, and also supplies its clients with business intelligence and consulting services, something MJF’s competitors currently do not provide. There has been no single competitor in the cannabis that competes with MJF in all of the areas in which MJF provides products and services. Additionally, MJF has the longest operating history in the industry amongst these competitors, and holds the largest global footprint amongst these competitors, serving cannabis operators in 29 states and 11 countries globally. We have included additional disclosure relating to the foregoing on page 133 of the Amended Registration Statement.

Read in the reply ↗

Please provide more information as to the nature of your clients under the Commercial Software and Consulting Services areas, such as whether you have a concentration in terms of size, type or geographic locations that is material in nature. To the extent that it is material, identify the two states in the United States where medical marijuana is legalized in which you do not provide products and services.

to the Staff’s comment, we have added disclosure on page 122 of the Amended Registration Statement providing detail on MJF’s commercial software and consulting services. Read in the reply ↗

Please disclose the material terms of your agreements, including duration and termination provisions, with the government agencies in Pennsylvania and Washington. We note that the Leaf Data Systems products represented 43% of your revenue for the fiscal year ended June 30, 2018 and you only have 2 customers.

to the Staff’s comment, we have added disclosure on page 126 of the Amended Registration Statement providing more information on the clients of MJF’s government contracts with the States of Pennsylvania and Washington. Read in the reply ↗

On page 61, you provided a risk factor noting that you are dependent on third-party service providers for some services and applications. On page 147, you attribute increased cost of revenue for the fiscal year ended June 30, 2018 to costs related to a patient registry product and integration provided by Oracle.

Rest of the question

To the extent material, please provide a description of your arrangements with third-party service providers and how much of your platform is derived from other sources. Please clarify if your arrangements with Oracle involve material agreements.

We respectfully note that we use a commercially available Oracle product to provide the patient registry functions required by the State of Pennsylvania. This product is one of numerous solutions available from third party application providers and should we determine to not use the Oracle product, or same should become unavailable, we would have available to us alternative solutions that could be readily integrated into our system. Accordingly, we submit that the Oracle relationship is not material and that the current disclosure is accurate. Read in the reply ↗

Please clarify how you generate revenues from your Commercial Software and Consulting Services. To the extent material, please provide more information regarding the factors that drive the revenue growth in these areas, such as the number of customers or key performance indicators.

to the Staff’s comment, we have added disclosure on page 145 of the Amended Registration Statement providing clarification on how MJF generates revenues from its Commercial Software and Consulting Services.

Beneficial Ownership of Securities, Read in the reply ↗

Please clarify the natural person(s) that hold voting and/or investment power over the shares that will be beneficially owned by M&J Special Investments LLC and SV MJF Investors LP.

to the Staff’s comment, we have disclosed on page 161 of the Amended Registration Statement the natural persons that hold voting and investment power over the shares that will be beneficially owned by M&J Special Investments LLC and SV MJF Investors LP. Read in the reply ↗

Your registration statement must be signed by your chief accounting officer or controller and a majority of your of directors. Please refer to Instruction 1 to the Signatures section of Form S-4. To the extent an individual performs more than one role, please indicate so in the titles by their respective signature.

that Scott Sozio is presently the sole director of MTech Holdings and Tahira Rehmatullah is the principal accounting and financial officer of MTech Holdings. We have revised the signature page to indicate their respective titles.

We thank the Staff for its review of the foregoing. If you have further comments, we ask that you forward them by electronic mail to our counsel,

Tamar Donikyan, Esq. at tdonikyan@egsllp.com or by telephone at (212) 370-1300. Read in the reply ↗

In your response to prior comment 9 on page 89, you indicate that the MJ Freeway management provided organic revenue growth projections estimated to be approximately 50% for the next several years beyond 2019. Please provide us the basis for these organic growth projections. You indicate that the MJ Freeway projected growth is not based on entering new jurisdictions or new state government contracts.

Rest of the question

While MJ Freeway revenue grew by 87% in fiscal year 2018 from 2017, it appears much of this growth was related to your Washington and Pennsylvania Leaf Data Systems contracts.

We respectfully advise the Staff that the projected growth is based on three concepts and not on securing additional state contracts: (1) the economic environment in which MJ Freeway is growing; (2) MJ Freeway’s status as a leader and comprehensive compliance solution in its target markets; and (3) existing contracts that can be further monetized in the future.

The Economic Environment:

MJ Freeway’s clients operate and seek to comply with state laws in the cannabis, CBD and hemp markets, which are growing at rapid rates.

Rest of the answer

According to a February 2018 report from

Arcview Market Research, spending on legal cannabis in North America is projected to grow in North America from $9.2 billion in

2017 to an estimated $47.3 billion in 2027, at an 18% compound annual growth rate (CAGR) of 18%. Internationally, the rest of world markets are expected grow at a 47% CAGR.

According to a 2017 Gartner report, on average, companies in North America spend 2.5% of their gross revenues on technology solutions. These data points, when applied to the forecasted

$47.3 billion sales in North America, reflect a potential 2027 technology spend of $1.2 billion ($47.3 billion x 2.5%) without considering the International impact. Further, the report noted that 37% of respondents reported a preference for the buyrather-than-build strategy including SaaS, which was reported as the most popular model for significant investment.

Industry studies show that current operators in the cannabis, CBD, and hemp market are underspending on technology compared to other industries. MJ Freeway believes those operators will be forced to automate their operations, compliance, and reporting with an integrated ERP system like MJ Freeway if they are to remain competitive in a rapidly growing marketplace.

The Status of MJ Freeway in the Economic Environment

According to state tax agencies records and locator services, MJ Freeway was one of the first, if not the first, technology platforms built for ensuring and monitoring compliance in the cannabis, CBD, and hemp industries. Further, it is the only ERP solution built to scale nationally and internationally while providing technology compliance, monitoring and auditing products across the entire supply chain and all industry verticals of the cannabis, CBD and hemp markets. Importantly, MJ Freeway has already started serving businesses and governments globally. MJ

Freeway currently services clients in 29 of 31 33 medicinally-legal US states and 11 countries. These factors establish MJ Freeway as a mature, vetted solution for the coming global expansion in the industry. MJ Freeway expects to leverage its first-mover advantage and reputation among industry participants throughout the global supply chain to increase market share.

Future Monetization

In addition to the market advantages described above,

MJ Freeway has existing contracts with its current clients that can be monetized in the future. 100% of MJ Freeway’s license agreements provide MJ Freeway with the right to aggregate and monetize client data. MJ Freeway to date has processed and compiled data related to more than $13 billion in sales, resulting in MJ Freeway owning and controlling substantial business intelligence data set that can be monetized for multiple purposes in the future. MJ Freeway believes this database represents the largest statistically relevant dataset of any competitor (by far) and expects to leverage this data to develop and provide additional service offerings to current and future clients.

Read in the reply ↗

Please revise to include a discussion and analysis of the two most recent fiscal years. Refer to Instruction 1 to paragraph 303(a) of Regulation S-K.

to the Staff’s comment, we have included a discussion and analysis of the fiscal years ended June 30, 2018 and 2017 starting from page 152 in the Amended Registration Statement.

In addition, the Staff provided the following oral comment: Read in the reply ↗

You indicate that the unaudited pro forma combined statement of operations was prepared using MJ Freeway’s ("MJF") unaudited historical condensed statement of operations for the year ended December 31, 2018 included elsewhere in your filing. However, financial statements covering this period are not included in your filing. Please clarify how the MJF financial information was derived.

Rest of the question

Refer to Rule 11-02(c)(3) of Regulation S-X.

We respectfully advise the Staff that the unaudited pro forma combined statement of operations was prepared using MJ Freeway’s unaudited historical condensed statement of operations for the six months ended December 31, 2018, which is included in the Registration Statement, and the MJ Freeway unaudited results from operations for the six months ended June 30,

2018. We have revised our disclosure on pages 46 and 52 of the Amended

Registration Statement. Read in the reply ↗

Please include your response to prior comment 1 in your registration statement as assumptions underlying your belief regarding the 50% annual organic revenue growth projections for MJF in the next several years. In addition, discuss the limitations of those assumptions, such as any risks and/or uncertainties regarding your future plans to monetize client data.

to the Staff’s comment, we have revised our disclosure to incorporate our prior response and discuss the limitation of assumptions regarding our future plans to monetize client data. Such disclosure can be found on pages 12,13,36, 91 and 92 of the Amended addition, the Staff provided the following oral comment: Read in the reply ↗