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Stockholders' Equity | 6 Months Ended
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Jun. 30, 2026
Stockholders' Equity |
Stockholders Equity | Note 12. Stockholders’ equity Net Hut 8 Investment The net transfers to and from Hut 8, as discussed above in Note 1, were as follows:
|  | Six Months Ended |
(in USD thousands) |  | June 30, 2025 |
Cash pooling and general financing activities |  | $ | 20,599 |
Corporate allocations |  |  | 14,368 |
Adjustments post carveout of mining operations to the Company |  |  | (951,556 | )
Contributions from Hut 8 |  |  | 115,757 |
Net transfers from Hut 8 per Condensed Consolidated and Combined Statements of Cash Flows |  |  | (800,832 | )
Stock based compensation funded by Hut 8 |  |  | 2,145 |
Net transfers to Hut 8 per Condensed Consolidated and Combined Statements of Stockholders’ Equity |  | $ | (798,687 | )
Authorized shares As of June 30, 2026, 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. Each share of the Company's Class B common stock is entitled to 10,000 votes per share, each share of Class C common stock is entitled to 10 votes per share, and each share of Class A common stock is entitled to one vote per share. Additionally, the Company's Amended and Restated Certificate of Incorporation (the "Charter") provides that transfers by holders of the Company's Class B common stock and Class C common stock will not result in those shares automatically converting to Class A common stock. Moreover, the Company's Charter does not provide for any automatic conversion of shares of the Company's Class B common stock and Class C common stock into Class A common stock. At-the-Market Offering 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 ti me (the "2025 ATM"). During the six months ended June 30, 2026, the Company issued and sold 7,755,671 Class A Shares under the 2025 ATM for gross proceeds of $144.7 million and incurred issuance costs of $0.6 million. Contribution from Hut 8 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 Hut 8 and reflected within additional paid-in capital at the carrying value as a transfer under common control within the Company's Unaudited Condensed Consolidated and Combined Balance Sheets. Akerna warrants In connection with the Mergers 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 Mergers were assumed by the Company. Post-Mergers, 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 Mergers 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 Mergers expire on July 5, 2027, and June 29, 2027, respectively. As a result of the Reverse Stock Split, the number of shares issuable upon exercise of the Akerna Warrants was reduced on a 1-for-15 basis, and the exercise price per share was increased by a corresponding factor of 15. See Note 2. Significant accounting policies and recent accounting pronouncements for further information. Transactions involving the Company's equity-classified warrants are summarized as follows:
|  | Number of shares |  |  | Weighted average exercise price (per share) |  |  | Weighted average remaining contractual life (in years) |
Akerna Common Warrants assumed through the Mergers |  |  | 1,449 |  |  |  | 555.00 |  |  |  | 1.8 |
Akerna Underwriter Warrants assumed through the Mergers |  |  | 72 |  |  |  | 555.00 |  |  |  | 1.7 |
Outstanding as of June 30, 2026 |  |  | 1,521 |  |  | $ | 555.00 |  |  |  | 1.0 |

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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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