Group 1 - The U.S. IPO market saw two small IPOs and three SPACs listed last week, with five IPOs and four SPACs filing initial applications [1][2] - Off The Hook YS (OTH) priced its reduced IPO at the lower end of the range, raising $15 million with a market cap of $95 million, but its stock fell by 8% [1] - Phaos Technology (POAS) also priced its IPO at the lower end, raising $14 million with a market cap of $114 million, and its stock remained flat [1] Group 2 - Three SPACs completed pricing last week: Alussa Energy Acquisition II (ALUB.U) raised $250 million targeting energy and power infrastructure, Evolution Global Acquisition (EVOXU) raised $210 million focusing on critical minerals, and Blueport Acquisition (BPACU) raised $50 million [2] - Five companies filed for IPOs last week, including Klook (KLK) seeking $400 million, Grayscale (GRAY) aiming for $100 million, and Reed's (REED) targeting $10 million [2][4] Group 3 - Upcoming IPOs include Central Bancompany (CBC) planning to raise $400 million with a market cap of $5.365 billion, and Gloo Holdings (GLOO) aiming for $100 million with a market cap of $801 million [5][7] - Regentis Biomaterials (RGNT) plans to raise $11 million with a market cap of $62 million, focusing on a hydrogel implant for knee cartilage pain [6][7]

Group 1 - Grayscale Investments Inc. has filed an S-1 form with the SEC for a public listing on the NYSE under the symbol "GRAY" [1] - The IPO will feature two classes of common stock: Class A with one vote per share and economic rights, and Class B with ten votes per share but no economic rights [2] - The number of shares and price range for the IPO have not yet been determined, and the offering is subject to market conditions [2] Group 2 - The end of the US government shutdown has restored normal operations for the cryptocurrency industry, with Grayscale's announcement indicating confidence in the sector's recovery [3] - Grayscale's chief legal officer commented on the SEC's potential handling of S-1 forms post-shutdown, suggesting that they may automatically become effective after 20 days or require further engagement [4]

Core Viewpoint - Grayscale Investments Inc. has submitted an IPO application to the SEC, marking a renewed attempt to enter the capital markets amid a more favorable digital asset policy environment [1] Group 1: Financial Performance - For the first nine months ending September 30, Grayscale reported revenue of $318.7 million, a decline of approximately 20% from $397.9 million in the same period last year [1] - The net profit for the same period was $203.3 million, slightly lower than the previous year's $223.7 million [1] - Despite the slight decrease in profitability, the company maintains strong cash flow and profit capabilities [1] Group 2: Market Context and Competition - The overall size of Bitcoin ETFs in the U.S. has reached $169 billion, attracting over $25 billion in net inflows this year [2] - Grayscale Bitcoin Trust has experienced significant outflows, with over $21 billion in net outflows last year and an additional $3 billion in 2025 to date, attributed to its higher fee rate of 1.5% [2] - In response to competition, Grayscale launched a low-fee Bitcoin Mini Trust ETF with a fee rate of only 0.15%, currently managing approximately $5 billion in assets [3] Group 3: Strategic Moves and Future Plans - Grayscale completed a $250 million convertible preferred stock private placement in October, intended for self-capital investments, including the purchase of digital assets or related company products [3] - The IPO will be underwritten by Morgan Stanley, Bank of America, Jefferies, and Cantor Fitzgerald, with plans to list on the NYSE under the ticker symbol GRAY [3] - Following the IPO, Digital Currency Group will retain majority voting power through Class B shares, which carry ten votes per share [3]

Core Viewpoint - Grayscale Investments has filed for an initial public offering (IPO) of its Class A common stock with the SEC, intending to list on the NYSE under the ticker symbol "GRAY" [1][3]. Company Structure - Grayscale will issue two classes of shares: Class A shares will have one vote per share and carry economic rights, while Class B shares will have ten votes each but no economic rights [4]. - Digital Currency Group (DCG), Grayscale's parent company, will maintain control through ownership of both share classes, classifying Grayscale as a "controlled company" under NYSE regulations [5]. IPO Proceeds and Structure - Proceeds from the IPO will be used to buy membership interests from existing members at the offering price, net of underwriting fees [6]. - The IPO will follow an "Up-C" structure, separating the public corporation from the operating LLC, which will not receive any proceeds from the sale [6]. Underwriting and Regulatory Status - Underwriters have an option to buy additional shares to cover over-allotments, and Grayscale qualifies as an "emerging growth company," facing lighter financial reporting requirements [7]. Industry Context - The digital asset space has seen increased momentum for crypto-related public offerings, with notable recent IPOs including tZero Group and BitGo [8]. - Circle, a stablecoin issuer, experienced significant success with its IPO in June 2025, surging more than sevenfold since going public [9].

Core Viewpoint - Grayscale Investments has filed a registration statement for an initial public offering (IPO) of its Class A common stock, aiming to list on the New York Stock Exchange under the ticker "GRAY" [1] Company Overview - Grayscale is the largest digital asset-focused investment platform, managing approximately $35 billion in assets as of September 30, 2025 [5][6] - Founded in 2013, Grayscale has pioneered the introduction of digital assets to mainstream investors, launching the first widely available Bitcoin and Ethereum investment vehicles [5] - The company offers over 40 products, including ETFs, private funds, and diversified strategies, covering more than 45 tokens in the digital asset space [5] IPO Details - The number of shares and price range for the proposed IPO have not yet been determined, and the offering is subject to market conditions [1] - Morgan Stanley, BofA Securities, Jefferies, and Cantor are the lead managing bookrunners for the IPO, with additional managers including Wells Fargo Securities and Canaccord Genuity [2] - The offering will be made only by means of a prospectus, which will be available from the managing bookrunners [3]

Table of Contents As filed with the Securities and Exchange Commission on November 13, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Grayscale Investments, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 6221 39-2149041 (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Code Number) 290 Harbor Drive, 4th Floor Stamf ...

Financial Performance - The company reported a net loss of $18.8 million for the nine months ended September 30, 2025, with total operating expenses of $18.7 million and interest expense of $1.1 million[151]. - Net loss for the three months ended September 30, 2025, was $7.8 million, a 39% increase from a net loss of $5.6 million in the same period of 2024[167]. - The company has incurred a net loss of $18.8 million for the nine months ended September 30, 2025, compared to a net loss of $9.4 million for the same period in 2024[190]. - Other income (expense) for the nine months ended September 30, 2025, was an expense of $0.1 million, compared to income of $8.6 million in 2024, reflecting a significant increase in expenses[173]. - Cash used in operating activities was $16.3 million for the nine months ended September 30, 2025, primarily due to operating expenses[192]. - Total operating expenses for the nine months ended September 30, 2025, were $18.7 million, a 4% increase from $18.0 million in 2024[171]. Cash and Funding - As of September 30, 2025, the company had an accumulated deficit of $178.6 million and $14.1 million in cash, cash equivalents, and short-term investments, which are expected to fund operations into the second half of 2026[151]. - The company expects to need substantial additional capital to fund product candidates through regulatory approval and to support ongoing operations[176]. - The company expects to finance future cash requirements through a combination of existing cash, equity offerings, and debt financing[182]. - The company raised gross proceeds of $20.4 million from a private placement transaction in January 2024, with net proceeds of approximately $19.0 million after transaction costs[146]. - An underwritten public offering in November 2024 generated gross proceeds of $10.2 million from the sale of 2,720,000 shares of common stock[147]. - Cash provided by financing activities for the nine months ended September 30, 2025, was $11.5 million, primarily from debt financing[195]. - The company has entered into a Loan Agreement for growth capital loans totaling up to $32.5 million, with the first tranche of $10 million funded on February 28, 2025[150]. - The company has a lease obligation with a monthly rent expense of approximately $10,500, expecting cash requirements of about $32,000 over the next three months[197]. Research and Development - The company has conducted multiple Phase 2 clinical trials for its lead product candidate, Auxora, demonstrating a reduction in organ damage and recovery time in patients[141]. - The company expects to finalize the pivotal trial design for Auxora in acute pancreatitis in the first half of 2026, following positive engagement with the FDA[141]. - The company expects research and development expenses to increase substantially as it continues to invest in clinical trials and regulatory approvals for its product candidates[158]. - Research and development expenses increased by 9% to $3.9 million for the three months ended September 30, 2025, compared to $3.6 million for the same period in 2024[168]. - Research and development expenses for the nine months ended September 30, 2025, were $12.1 million, a 14% increase from $10.6 million in 2024[171]. - The company has paused IND enabling preclinical work on certain compounds to focus resources on clinical programs, pending additional funding[142]. - The company anticipates substantial additional funding will be required to support ongoing clinical trials and commercialization efforts[181]. Going Concern - The company has substantial doubt about its ability to continue as a going concern, as current financial resources may not be sufficient to fund operations into the second half of 2026[176]. - The company has experienced significant operating losses since inception, except for the three-month period ending March 31, 2024[190]. Accounting and Estimates - The company is classified as an emerging growth company and will cease this status on December 31, 2025, allowing it to delay adopting new accounting standards until then[207]. - The company is also a smaller reporting company, with a market value of stock held by non-affiliates less than $700 million and annual revenue below $100 million[208]. - The company has not experienced material differences between accrued costs and actual costs incurred since inception, indicating effective cost estimation practices[202]. - Clinical trial expenses are accrued based on patient enrollment and contracted amounts, with adjustments made for changes in trial protocols[203]. - The fair value of the promissory note is estimated using discounted cash flow analysis, with updates to assumptions potentially impacting results significantly[205]. - Common warrants are valued using the Black-Scholes model, with various scenarios considered that could affect fair value[206]. - The company has not adopted any new accounting pronouncements recently[209]. - The company estimates research and development costs based on the work completed and budget provided, adjusting accrued liabilities as actual costs are known[202]. - The company utilizes estimates for clinical trial costs, which are complicated by the diverse nature of services and lack of timely information[201]. - The company records estimated research and development costs in accrued liabilities and adjusts these as necessary based on actual expenses incurred[202].

Financial Position - Cash position as of September 30, 2025, was $14.1 million, expected to fund operations into the second half of 2026[8] - Total current assets decreased to $14.9 million as of September 30, 2025, from $19.7 million as of December 31, 2024[19] - Total liabilities increased to $15.2 million as of September 30, 2025, compared to $5.4 million as of December 31, 2024[19] Research and Development - Research and development expenses for Q3 2025 were $3.9 million, an increase of 8.3% from $3.6 million in Q3 2024[10] - Research and development expenses increased to $3,851 million in Q3 2025 from $3,546 million in Q3 2024, representing an increase of 8.6%[21] - Enrollment ongoing in Phase 2 KOURAGE trial with a target of 150 patients, data expected in the first half of 2026[4] - Positive discussions with the FDA regarding the pivotal trial design in acute pancreatitis, expected to finalize in the first half of 2026[9] - Collaboration with Telperian announced to leverage AI insights for optimizing the pivotal trial design in acute pancreatitis[9] - Preclinical data published in JCI Insight supports CM5480 as a potential first-in-class therapy for pulmonary arterial hypertension[7] Operating Expenses - General and administrative expenses decreased to $1.8 million in Q3 2025 from $2.2 million in Q3 2024, a reduction of 18.2%[11] - General and administrative expenses decreased to $1,767 million in Q3 2025 from $2,190 million in Q3 2024, a reduction of 19.3%[21] - Total operating expenses slightly decreased to $5,618 million in Q3 2025 compared to $5,736 million in Q3 2024, a decline of 2.1%[21] Net Loss - Net loss for Q3 2025 was $7.8 million, or $0.52 per share, compared to a net loss of $5.6 million, or $0.50 per share, in Q3 2024[13] - The net loss for Q3 2025 was $7,804 million, compared to a net loss of $5,618 million in Q3 2024, indicating an increase in losses of 38.8%[21] - Net loss per share for Q3 2025 was $0.52, compared to $0.50 in Q3 2024, reflecting a 4% increase in loss per share[21] - The total net loss for the nine months ended September 30, 2025, was $18,802 million, compared to $9,442 million for the same period in 2024, reflecting a 98.5% increase in losses[21] Other Income and Expenses - Interest income decreased to $140 million in Q3 2025 from $218 million in Q3 2024, a decline of 35.8%[21] - Total other income (expense) for Q3 2025 was $(2,186) million, compared to $118 million in Q3 2024, indicating a significant negative shift[21] - The change in fair value of financial instruments resulted in a loss of $2,000 million in Q3 2025, compared to a loss of $100 million in Q3 2024[21] Shareholder Information - The weighted-average number of shares outstanding increased to 15,076,456 in Q3 2025 from 11,134,964 in Q3 2024, an increase of 35.5%[21]

Financial Performance - The company reported a net loss of $11.0 million for the six months ended June 30, 2025, with total operating expenses of $13.1 million[153]. - Net loss for Q2 2025 was $5.96 million, representing a 51% increase compared to a net loss of $3.95 million in Q2 2024[169]. - Total operating expenses for the first half of 2025 were $13.12 million, an increase of 7% from $12.30 million in the first half of 2024[173]. - Research and development expenses for the first half of 2025 rose by 17% to $8.28 million, compared to $7.10 million in the first half of 2024[173]. - Other income for Q2 2025 was $0.67 million, a significant decrease of 74% from $2.58 million in Q2 2024[172]. - Other income for the first half of 2025 was $2.12 million, down 75% from $8.47 million in the first half of 2024[175]. - Cash used in operating activities was $11.5 million for the six months ended June 30, 2025, primarily due to the net loss and changes in operating assets and liabilities[194]. - The company has experienced significant operating losses since inception, except for a brief period ending March 31, 2024[192]. Cash and Capital Resources - As of June 30, 2025, the company had an accumulated deficit of $170.8 million and $18.0 million in cash, cash equivalents, and short-term investments[153]. - The company expects to fund its current operating plan into the middle of 2026 with existing cash resources[153]. - The company anticipates needing to raise substantial additional capital to fund product candidates through regulatory approval and further clinical work[178]. - There is substantial doubt about the company's ability to continue as a going concern without additional financing[178]. - The company expects to finance future cash requirements through existing cash, equity offerings, and debt financing, but additional capital raising cannot be assured[183]. - Cash provided by financing activities for the six months ended June 30, 2025, was $10.6 million, primarily from debt financing[197]. - The company raised gross proceeds of $20.4 million from a private placement transaction in January 2024, with net proceeds of approximately $19.0 million after transaction costs[149]. - The company closed an underwritten public offering of 2,720,000 shares at a price of $3.75 per share, generating gross proceeds of $10.2 million[150]. - The company entered into a Loan and Security Agreement for growth capital loans totaling up to $32.5 million, with $10 million funded on the closing date[152]. - The company entered into a Loan Agreement for growth capital loans totaling up to $32.5 million, with specific tranches subject to achieving milestones[189]. - The company filed a Shelf Registration Statement allowing for the offering of up to $100.0 million in various securities, including common stock[184]. Research and Development - The company has conducted multiple Phase 2 clinical trials for its lead product candidate, Auxora, showing a reduction in organ damage and recovery time in treated patients[145]. - The company anticipates data from a Phase 2 trial for acute kidney injury with associated acute hypoxemic respiratory failure in early 2026[145]. - The company expects research and development expenses to increase substantially as it continues to invest in clinical trials and regulatory approvals[159]. - Research and development expenses for Q2 2025 were $4.1 million, a decrease of 3% from $4.2 million in Q2 2024[170]. - The company incurs substantial expenses related to clinical trials, with costs estimated based on the number of services provided but not yet invoiced[203]. - The company has not experienced any material differences between accrued costs and actual costs incurred since its inception[204]. - Clinical trial expenses are accrued based on contracted amounts applied to patient enrollment and activity levels[205]. Company Classification and Accounting - The company is classified as an emerging growth company and will cease this status on December 31, 2025[209]. - The company qualifies as a smaller reporting company, with a market value of stock held by non-affiliates less than $700 million and annual revenue below $100 million[210]. - As a smaller reporting company, the company may present only the two most recent fiscal years of audited financial statements in its Annual Report[210]. - No recently adopted accounting pronouncements were noted[211]. - The company is not required to provide market risk disclosures due to its smaller reporting company status[213]. Lease Obligations - The company has a lease obligation with a monthly rent expense of approximately $10,000, which is expected to total approximately $63,000 over the next six months[198][199].

Financial Position - Cash position as of June 30, 2025, was $18.0 million, expected to fund operations into mid-2026[7] - Total assets as of June 30, 2025, were $19.1 million, a decrease from $19.8 million at the end of 2024[16] Research and Development - Research and development expenses for Q2 2025 were $4.1 million, a slight decrease from $4.2 million in Q2 2024[7] - Enrollment ongoing in the Phase 2 KOURAGE trial of Auxora™ for acute kidney injury (AKI) with respiratory failure, targeting 150 patients with data expected in early 2026[4] - Initial meeting with the FDA regarding Auxora in acute pancreatitis (AP) was productive, with alignment on a pivotal trial anticipated around the end of 2025[3] - The company presented a symposium on Auxora for AKI at the 43rd Vicenza Course in June 2025, highlighting its clinical significance[8] - The manuscript published in the American Journal of Nephrology supports Auxora's potential as a treatment for AKI[4] Financial Performance - Net loss for Q2 2025 was $6.0 million, or $0.40 per share, compared to a net loss of $4.0 million, or $0.36 per share, in Q2 2024[10] - Total operating expenses for Q2 2025 were $6.6 million, compared to $6.5 million in Q2 2024[18] - Other income for Q2 2025 was $0.7 million, down from $2.6 million in Q2 2024, primarily due to a decrease in fair value adjustments[10]