SC 13G: Gryphon Digital Mining, Inc.

AI Summary

SC 13G filing by Gryphon Digital Mining, Inc..

Risk Assessment

Risk Level: low

FAQ

Key Financial Figures

• $0.0001 — me of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securiti

Filing Documents

• d775847dsc13g.htm (SC 13G) — 42KB
• 0001193125-24-038381.txt ( ) — 44KB

From the Filing

SC 13G 1 d775847dsc13g.htm SC 13G SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* GRYPHON DIGITAL MINING, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 400510103 (CUSIP Number) February 8, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: Rule 13d-1(b) Rule 13d-1(c) Rule 13d-1(d) * The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended ( Act ) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes ). Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications: Rick Werner, Esq. Haynes and Boone, LLP 30 Rockefeller Plaza, 26th Floor New York, New York 10112 (212) 659-7300 SCHEDULE 13G CUSIP No. 400510103 1 Names of Reporting Persons RJL 18 Capital Canada LP 2 Check the appropriate box if a member of a Group (see instructions) (a)(b) 3 Sec Use Only 4 Citizenship or Place of Organization Ontario Number of Shares Beneficially Owned by Each Reporting Person With: 5 Sole Voting Power 3,201,399 6 Shared Voting Power 0 7 Sole Dispositive Power 3,201,399 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 3,201,399 10 Check box if the aggregate amount in row (9) excludes certain shares (See Instructions) 11 Percent of class represented by amount in row (9) 8.3% (1) 12 Type of Reporting Person (See Instructions) PN (1) Based upon 38,733,554 shares of Common Stock outstanding and warrants to purchase Common Stock outstanding immediately after giving effect to the Merger, as disclosed in the Current Report on Form 8-K filed by the Issuer with the U.S. Securities and Exchange Commission on February 13, 2024. Item1. (a) Name of Issuer: Gryphon Digital Mining, Inc. (the Issuer ) (b) Address of Issuers Principal Executive Offices: 1180 N. Town Center Drive, Suite 100 Las Vegas, Nevada 89144 Item2. (a) Name of Person Filing: RJL 18 Capital Canada LP (b) Address of Principal Business Office or, if None, Residence: The address of the principal business office of the reporting person is 150 King Street, West 200, Toronto, Canada M5H 1J9. (c) Citizenship: See Item 4 on the cover page(s) hereto. (d) Title and Class of Securities: Common Stock, par value $0.0001 per share ( Common Stock ) (e) CUSIP No.: 400510103 Item3. If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) Broker or dealer registered under Section 15 of the Act; (b) Bank as defined in Section 3(a)(6) of the Act; (c) Insurance company as defined in Section 3(a)(19) of the Act; (d) Investment company registered under Section 8 of the Investment Company Act of 1940; (e) An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940; (j) A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J); (k) Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____ Item4. (a) Amount Beneficially Owned as of the time of filing: See Item 9 on the cover pages(s) hereto. (b) Percent of Class as of the time of filing: See Item 11 on the cover page(s) hereto. (c) As of the time of filing, number of shares as to which such person has: (i) Sole power to vote or to direct the vote: See Item 5 on the cover pages hereto. (ii) Shared power to vote or to direct the vote: See Item 6 on the cover pages hereto. (iii) Sole power to dispose or to direct the disposition of: See Item 7 on the cover pages hereto. (iv) Shared power to dispose or to direct the disposition of: See Item 8 on the cover pages hereto. Item5. If this statement is being filed

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