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Stockholders' Equity | 9 Months Ended
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Sep. 30, 2025
Stockholders' Equity |
Stockholders Equity | Note 13. Stockholders’ equity Net Parent Investment The net transfers to and from Parent, as discussed above in Note 1, were as follows:
|  | Nine Months Ended September 30, |
(in USD thousands) |  | 2025 |  |  | 2024 |
Cash pooling and general financing activities |  | $ | 20,599 |  |  | $ | 7,312 |
Corporate allocations |  |  | 14,368 |  |  |  | 25,509 |
Adjustments post carevout of mining operations to the Company |  |  | (951,556 | ) |  |  | — |
Distribution to Parent |  |  | 115,757 |  |  |  | — |
Net transfers from Parent per Condensed and Combined Statements of Cash Flows |  |  | (800,832 | ) |  |  | 32,821 |
Stock based compensation funded by Parent |  |  | 2,145 |  |  |  | 6,297 |
Contribution by parent related to debt extinguishment |  |  | — |  |  |  | 30,420 |
Net transfers from Parent per Condensed and Combined Statements of Stockholders’ Equity |  | $ | (798,687 | ) |  | $ | 69,538 |
Authorized shares As of September 30, 2025, the Company had the following capital authorized: Preferred stock — 100,000,000,000 shares authorized, par value $0.0001 per share; Class A common stock — 500,000,000,000 shares authorized, par value $0.0001 per share; Class B common stock — 10,000,000,000 shares authorized, par value $0.0001 per share; and Class C common stock — 125,000,000,000 shares authorized, par value $0.0001 per share. Common Stock Purchase Agreement During the nine months ended September 30, 2025, the Company entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) for a private placement of its Class A common stock, par value $0.0001 per share (the “Class A Shares”) (the “Private Placement”) with certain accredited investors (collectively, the “Purchasers”). Pursuant to the Purchase Agreement, the Company agreed to sell and issue to the Purchasers its Class A Shares for gross proceeds of $200.0 million (up to maximum gross proceeds of $250.0 million to satisfy oversubscriptions). The closing of the Private Placement occurred on June 27, 2025. At the closing, the Company sold and issued 159,537,377 Class A Shares for aggregate gross proceeds in cash and Bitcoin (as described below) of $220.1 million, and aggregate net proceeds of approximately $215.3 million after deducting certain fees and expenses incurred in connection with the Private Placement, including aggregate commissions of $4.8 million. $10.0 million worth of Class A Shares were sold for consideration of Bitcoin in lieu of cash at an exchange rate of one Bitcoin to $104,000. The Company recorded the net proceeds of $215.3 million to additional paid-in capital. At-the-Market Offering ("2025 ATM") On September 3, 2025, the Company entered into a Controlled Equity Offering Sales Agreement to establish an at-the-market equity program, allowing the Company to offer and sell up to $2.1 billion of its Class A Shares from time to time. During the nine months ended September 30, 2025, the Company issued and sold 11,017,341 Class A Shares under the 2025 ATM for gross proceeds of $90.0 million and incurred issuance costs of $2.0 million. During the period from October 1, 2025 to November 13, 2025, the Company issued and sold 7,178,767 Class A Shares under the 2025 ATM for gross proceeds of $44.1 million and incurred issuance costs of $0.2 million. Contribution from Parent In connection with the Transactions on March 31, 2025, the Company received $5.3 million of additional Bitcoin miners in April 2025. The transaction was accounted for as a contribution from Parent and reflected within additional paid-in capital at the carrying value as a transfer under common control within the Company's Unaudited Condensed and Combined Balance Sheets. Akerna warrants In connection with the Business Combination on September 3, 2025, warrants to purchase shares of Gryphon common stock originally issued by and assumed from Akerna Corp. (the “Akerna Common Warrants”) and warrants issued to underwriters to purchase shares of Gryphon common stock originally issued by and assumed from Akerna Corp. (the “Akerna Underwriter Warrants” and, collectively with the Akerna Common Warrants, the “Akerna Warrants”) outstanding immediately before the Business Combination were assumed by the Company. Post-Business Combination, the warrant holders are entitled to receive, upon exercise, in lieu of Gryphon common stock, the Company's Class A Shares at an exchange ratio of 0.2000 and at an exercise price of the exercise price immediately preceding the Business Combination divided by the exchange ratio of 0.2000. The Akerna Warrants include a net share settlement clause at the discretion of the warrant holder, which may result in a variable number of shares being issued for a fixed price. The Company accounts for the Akerna Warrants as equity instruments based on the specific terms of the relevant warrant agreements and has recorded them in additional paid-in capital in equity based on their fair value on the date of assumption. The classification of the Akerna Warrants, including whether such instruments should be recorded as liabilities, is reassessed at the end of each reporting period. The fair value of each Akerna Warrant was estimated on the date of assumption using the Black-Scholes pricing model. The Akerna Common Warrants and Akerna Underwriter Warrants assumed in the Business Combination expire on July 5, 2027, and June 29, 2027, respectively. Transactions involving the Company's equity-classified warrants are summarized as follows:
(in USD thousands) |  | Number of shares |  |  | Weighted average exercise price (per share) |  |  | Weighted average remaining contractual life (in years) |
Outstanding as of December 31, 2024 |  |  | — |  |  | $ | — |  |  |  | — |
Akerna Common Warrants assumed through the Business Combination |  |  | 21,739 |  |  |  | 37.00 |  |  |  | 1.8 |
Akerna Underwriter Warrants assumed through the Business Combination |  |  | 1,087 |  |  |  | 37.00 |  |  |  | 1.7 |
Outstanding as of September 30, 2025 |  |  | 22,826 |  |  | $ | 37.00 |  |  |  | 1.8 |
Accumulated other comprehensive loss The changes in accumulated other comprehensive loss, net of tax, for the nine months ended September 30, 2025 were as follows:
(in USD thousands) |  | Amount |
Cumulative foreign currency translation adjustment loss as of December 31, 2024 |  | $ | (48,347 | )
Foreign currency translation adjustment |  |  | 4,467 |
Disposition of cumulative translation adjustment |  |  | 43,880 |
Cumulative foreign currency translation adjustment loss as of September 30, 2025 |  | $ | — |

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- Definition The entire disclosure for shareholders' equity and share-based payment arrangement. Includes, but is not limited to, disclosure of policy and terms of share-based payment arrangement, deferred compensation arrangement, and employee stock purchase plan (ESPP). + References Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 718 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/718/tableOfContent Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 505 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/505/tableOfContent + Details
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