Gemini Space Station, Inc.
For the period ended Sep 30, 2025. Filed Nov 10, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 10, 2025
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Item 2. Results of Operations
The following table presents the components of our consolidated statements of operations data in dollars and as a percentage of total revenue:
| Three Months Ended September 30, · Nine Months Ended September 30, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| ($ in thousands) | Amount | % of Revenue | Amount | % of Revenue | Amount | % of Revenue | Amount | % of Revenue |
| Revenue: | ||||||||
| Net revenue(1) | $49,775 | 98% | $24,356 | 99% | $117,689 | 99% | $97,880 | 99% |
| Other revenue | 843 | 2% | 186 | 1% | 1,540 | 1% | 985 | 1% |
| Total revenue | 50,618 | 100% | 24,542 | 100% | 119,229 | 100% | 98,865 | 100% |
| Operating expenses: | ||||||||
| Salaries and compensation | 82,523 | 163% | 34,175 | 139% | 153,624 | 129% | 101,657 | 103% |
| Technology(2) | 20,317 | 40% | 15,579 | 63% | 54,790 | 46% | 47,460 | 48% |
| General and administrative(3) | 19,335 | 38% | 13,822 | 56% | 52,582 | 44% | 44,782 | 45% |
| Transaction losses | 7,693 | 15% | 4,727 | 19% | 15,376 | 13% | 16,604 | 17% |
| Sales and marketing | 32,926 | 65% | 4,259 | 17% | 58,084 | 49% | 11,259 | 11% |
| Transaction processing | 8,617 | 17% | 4,262 | 17% | 19,028 | 16% | 14,188 | 14% |
| Total operating expenses | 171,411 | 339% | 76,824 | 313% | 353,484 | 296% | 235,950 | 239% |
| Operating income (loss) | (120,793) | (239)% | (52,282) | (213)% | (234,255) | (196)% | (137,085) | (139)% |
| Other income (expense): | ||||||||
| Realized and unrealized gain (loss) on crypto assets and receivable, crypto assets pledged | 106,809 | 211% | (19,844) | (81)% | 144,664 | 121% | 233,950 | 237% | |||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Realized and unrealized gain (loss) on related party crypto loans | (83,096) | (164)% | 4,989 | 20% | (145,144) | (122)% | (216,747) | (219)% | |||
| Change in fair value on related party convertible notes | (8,178) | (16)% | (9,775) | (40)% | (25,789) | (22)% | (23,296) | (24)% | |||
| Change in fair value on related party loans (4) | (24,989) | (49)% | — | —% | (119,309) | (100)% | — | —% | |||
| Interest expense on related party loans | (17,847) | (35)% | (11,235) | (46)% | (48,090) | (40)% | (29,662) | (30)% | |||
| Interest expense on third party loans | (4,655) | (9)% | (2,994) | (12)% | (11,148) | (9)% | (9,001) | (9)% | |||
| Interest expense on funding debt | (314) | (1)% | — | —% | (314) | —% | — | —% | |||
| Other income (expense), net | (7,637) | (15)% | (58) | —% | (8,727) | (7)% | 53,221 | 54% | |||
| Total other income (expense) | (39,907) | (79)% | (38,917) | (159)% | (213,857) | (179)% | 8,465 | 9% | |||
| Net loss before income taxes | (160,700) | (317)% | (91,199) | (372)% | (448,112) | (376)% | (128,620) | (130)% | |||
| Income tax benefit (provision) | 1,186 | 2% | 1,019 | 4% | 6,122 | 5% | (2,932) | (3)% | |||
| Net loss | $(159,514) | (315)% | $(90,180) | (367)% | $(441,990) | (371)% | $(131,552) | (133)% | |||
| __________________ | |||||||||||
| (1) Includes related party amounts of $0.7 million and $1.9 million for the three and nine months ended September 30, 2025, respectively and $0.4 million and $1.6 million for the three and nine months ended September 30, 2024, respectively, as outlined in Note 20. Related Party Transactions to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. | |||||||||||
| (2) Includes related party amounts of $0.5 million and $0.7 million for the three and nine months ended September 30, 2025, respectively, and $0.1 million and $0.7 million for the three and nine months ended September 30, 2024, respectively, as outlined in Note 20. Related Party Transactions to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. | |||||||||||
| (3) Includes related party amounts of $0.6 million and $0.8 million for the three and nine months ended September 30, 2025, respectively, and $0 for the three and nine months ended September 30, 2024, as outlined in Note 20. Related Party Transactions to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. | |||||||||||
| (4) Includes the change in fair value of the 2025 Term Loan Agreement and the change in fair value of the 2024 Term Loan Agreement, which were amended in January 2025 to include a conversion feature, as outlined in Note 13. Related Party Loans and Convertible Notes to our condensed consolidated financial statements included elsewhere in Part I, Item 1 of this Quarterly Report on Form 10-Q. The 2024 Term Loan Agreement was not subject to fair value measurement in prior periods. | |||||||||||
Comparison of Components of Results of Operations for the Three and Nine Months Ended September 30, 2025 and 2024
Revenue
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| ($ in thousands) | 2025 | 2024 | 2025 | 2024 |
| Net Revenue | ||||
| Transaction revenue | ||||
| Exchange | $25,152 | $14,023 | $68,922 | $64,868 |
| OTC | 1,065 | 519 | 1,805 | 1,149 |
| Other transaction revenue | 120 | 34 | 583 | 846 |
| Total transaction revenue | 26,337 | 14,576 | 71,310 | 66,863 |
| Services revenue | ||||
| Credit card revenue | 8,532 | 2,617 | 17,162 | 7,597 |
| Staking revenue | 5,883 | 3,101 | 11,679 | 8,198 |
| Advisory fee revenue | 2,098 | — | 2,098 | — |
| Custodial fee revenue | 2,825 | 1,609 | 6,564 | 5,117 |
| Other services revenue | 592 | — | 592 | — |
| Total services revenue | 19,930 | 7,327 | 38,095 | 20,912 |
| Total net revenue from contracts with customers | 46,267 | 21,903 | 109,405 | 87,775 |
|---|---|---|---|---|
| Other revenue | ||||
| Other | 118 | 90 | 309 | 235 |
| Total other revenue | 118 | 90 | 309 | 235 |
| Revenue not from contracts with customers (1) | ||||
| Interest income | 3,508 | 2,453 | 8,284 | 10,105 |
| Corporate interest | 725 | 96 | 1,231 | 750 |
| Total revenue not from contracts with customers | 4,233 | 2,549 | 9,515 | 10,855 |
| Total revenue | $50,618 | $24,542 | $119,229 | $98,865 |
| __________________ | ||||
| (1) Amounts represent revenue that is not accounted for as revenue from contracts with customers, as defined in ASC 606. Interest income is included within Net revenue and Corporate interest is included within Other revenue, respectively, on the condensed consolidated statements of operations and comprehensive loss included in our financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. | ||||
Transaction Revenue
Exchange revenue increased by $11.1 million, or 79%, for the three months ended September 30, 2025. The increase was primarily driven by a $7.0 million increase due to 50% higher retail trading volumes, $3.3 million higher blended average fees as a greater share of trading occurred on higher-fee order types, as well as a $0.8 million reduction in incentive credits provided to market-makers, which increased net trading fees.
Exchange revenue for the nine months ended September 30, 2025, increased by $4.1 million, or 6%, mainly due to a $10.3 million increase driven by 16% higher retail trading volumes. This increase was partially offset by $4.1 million lower average blended fees due to changes in the mix of trading pairs and order types, $1.5 million lower withdrawal fees, as well as $0.7 million higher incentive credits provided to market-makers, which reduced net trading fees.
OTC revenue increased by $0.5 million, or 105%, and $0.7 million, or 57%, for the three and nine months ended September 30, 2025, respectively, primarily due to higher trading volume and more favorable trading spreads.
Other transaction revenue did not change materially for the three months ended September 30, 2025. For the nine months ended September 30, 2025, other transaction revenue decreased by $0.3 million, or 31%, reflecting a general downturn in the broader NFT market, resulting in lower transaction volume and reduced consumer demand.
Services Revenue
Credit card revenue increased by $5.9 million, or 226%, and $9.6 million, or 126%, for the three and nine months ended September 30, 2025, respectively, primarily due to continued growth in the Gemini Credit Card user base.
Staking revenue increased by $2.8 million, or 90%, and $3.5 million, or 42%, for the three and nine months ended September 30, 2025, respectively, primarily due to higher levels of staking activity and increases in staked asset volumes, general price appreciation across supported tokens and broader adoption of staking products.
Advisory fee revenue for the three and nine months ended September 30, 2025, increased due to the addition of a new advisory revenue stream related to services provided to a strategic customer. Under this arrangement, we provide advisory services and receive warrants as consideration. Revenue is recognized over time as services are being provided based on the fair value of the warrants at grant date. This new revenue stream contributed to approximately $2.1 million of revenue for the three and nine months ended September 30, 2025.
Custodial fee revenue increased by $1.2 million, or 76%, and $1.4 million, or 28%, for the three and nine months ended September 30, 2025, primarily due to growth in average crypto assets under custody.
Other services revenue for the three and nine months ended September 30, 2025, increased primarily due to the introduction of new onchain offerings, including integrations and token listing services. These services generated approximately $0.6 million in revenue as we expanded our ecosystem partnerships and provided technical support for new token launches. Given the project-based nature of these services, revenue may fluctuate from period to period depending on the size of integration or listing engagements.
Other Revenue
There was no material change in Other revenue for the three and nine months ended September 30, 2025.
Revenue Not from Contracts with Customers
Interest income increased by $1.1 million, or 43%, for the three months ended September 30, 2025, primarily driven by a $1.7 million increase in interest income on higher customer deposits, partially offset by a decrease in interest income on GUSD reserves of $0.7 million driven by lower average GUSD reserve balances compared to the prior year. For the nine months ended September 30, 2025, interest income decreased by $1.8 million, or 18%, due to a reduction in interest earned on GUSD reserves.
Corporate interest increased by $0.6 million and $0.5 million for the three and nine months ended September 30, 2025, respectively, primarily driven by favorable average interest rates.
Operating Expenses
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| ($ in thousands) | 2025 | 2024 | 2025 | 2024 |
| Salaries and compensation | $82,523 | $34,175 | $153,624 | $101,657 |
| Technology | 20,317 | 15,579 | 54,790 | 47,460 |
| General and administrative | 19,335 | 13,822 | 52,582 | 44,782 |
| Transaction losses | 7,693 | 4,727 | 15,376 | 16,604 |
| Sales and marketing | 32,926 | 4,259 | 58,084 | 11,259 |
| Transaction processing | 8,617 | 4,262 | 19,028 | 14,188 |
| Total operating expenses | $171,411 | $76,824 | $353,484 | $235,950 |
Salaries and compensation expenses increased by $48.3 million, or 141%, for the three months September 30, 2025, primarily due to a $44.4 million increase in stock-based compensation related to the vesting of certain RSUs for which the service-based condition had been met prior to the IPO and the liquidity-event related performance condition was met upon the commencement of trading of our Class A common stock on Nasdaq Global Select Market as well as a substantial number of new equity awards granted in connection with the IPO. In addition, there was a $9.1 million increase salaries, payroll taxes and benefits driven by a 34% increase in headcount to support future growth and scale. These increases were partially offset by a $5.0 million reduction in sales team bonuses and severance expenses resulting from the closure of our India office in 2024.
For the nine months ended September 30, 2025, salaries and compensation increased by $52.0 million, or 51%, primarily driven by the $44.4 million increase in stock-based compensation discussed above. Further contributing to the increase was a $22.9 million increase in salaries, payroll taxes and benefits due to headcount growth. These increases were partially offset by a $10.5 million reduction in cash-based bonuses, as prior year annual bonuses were settled in cash whereas current year bonuses settled in equity and are therefore reflected in stock-based compensation expense. In addition, there was a $4.7 million decrease in severance and other payroll costs resulting from the closure of our India office in 2024.
Technology expenses increased by $4.7 million, or 30%, and $7.3 million, or 15%, for the three and nine months ended September 30, 2025, respectively, primarily due to increased cloud computing capacity demands to support increased transaction activity and growth.
General and administrative expenses increased by $5.5 million, or 40%, and $7.8 million, or 17%, for the three and nine months ended September 30, 2025, respectively, primarily due to a $4.4 million and $8.1 million increase, respectively, in professional services to support the preparation of our IPO and meeting compliance and reporting obligations. Further contributing to the increase was a $2.0 million and $4.5 million increase, respectively, of other corporate overhead costs to support the business. These increases were partially offset by $0.5 million and $5.1 million, respectively, lower legal expenses mainly due to reduced litigation losses and related legal support costs.
Transaction losses increased by $3.0 million, or 63%, for the three months ended September 30, 2025, primarily due to a higher volume of chargebacks, operational losses and certain isolated incidents. For the nine months ended September 30, 2025, transaction losses decreased by $1.2 million, or 7%, driven by improvements in the level of customer canceled or unfunded deposit transactions.
Sales and marketing expenses increased by $28.7 million, or 673%, and $46.8 million, or 416%, for the three and nine months ended September 30, 2025, respectively, reflecting a strategic acceleration of spend following reduced investments in the prior year. Key drivers of the increase include $12.9 million and $24.0 million increases, respectively, in agency fees and sponsorships for out-of-home and billboard campaigns as well as targeted event-based marketing at BTC Vegas, the Digital Asset Summit and Bitcoin 2026 as we focused on expanding brand awareness and customer acquisition in core markets. Additionally, credit card crypto rewards and crypto referral incentives increased by $10.8 million and $17.7 million in the three and nine months ended September 30, 2025, respectively, consistent with the growth in credit card revenue and the launch of new referral programs.
Transaction processing expenses increased $4.4 million, or 102%, and $4.8 million, or 34%, for the three and nine months ended September 30, 2025, respectively, primarily due to $2.3 million and $3.9 million, respectively, higher banking and compliance service fees, along with increased staking-related expenses of $2.1 million and $2.8 million, respectively, attributable to growth in staking activity and revenue. For the nine months ended September 30, 2025, these increases were partially offset by a decrease in mining and minting related fees of $1.8 million due to, in part, the reduction in overall mining transaction fees from exchange revenue as a result of lower gas prices.
Other Income (Expenses)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| ($ in thousands) | 2025 | 2024 | 2025 | 2024 |
| Realized and unrealized gain (loss) on crypto assets and receivable, crypto assets pledged | $106,809 | $(19,844) | $144,664 | $233,950 |
| Realized and unrealized gain (loss) on related party crypto loans | (83,096) | 4,989 | (145,144) | (216,747) |
| Change in fair value on related party convertible notes | (8,178) | (9,775) | (25,789) | (23,296) |
|---|---|---|---|---|
| Change in fair value on related party loans | (24,989) | — | (119,309) | — |
| Interest expense on related party loans | (17,847) | (11,235) | (48,090) | (29,662) |
| Interest expense on third party loans | (4,655) | (2,994) | (11,148) | (9,001) |
| Interest expense on funding debt | (314) | — | (314) | — |
| Other income (expense), net | (7,637) | (58) | (8,727) | 53,221 |
| Total other income (expense) | $(39,907) | $(38,917) | $(213,857) | $8,465 |
Realized and unrealized gain (loss) on crypto assets and receivable, crypto assets pledged improved to a gain of $106.8 million for the three months ended September 30, 2025, compared to a loss of $19.8 million for the three months ended September 30, 2024, reflecting favorable movements in crypto asset prices. For the nine months ended September 30, 2025, realized and unrealized gains on crypto assets and receivable, crypto assets pledged decreased by $89.3 million, or 38%, primarily due to the repayment of larger amounts of borrowed crypto in the nine months ended September 30, 2024 and more substantial appreciations and upward prices, which resulted in higher realized gains.
Realized and unrealized gain (loss) on related party crypto loans reflects a loss of $83.1 million for the three months ended September 30, 2025, compared to a gain of $5.0 million for the three months ended September 30, 2024. This change is primarily due to an appreciation in underlying crypto prices resulting in a higher loss upon the remeasurement of the related party crypto loans to fair value as of the reporting period. For the nine months ended September 30, 2025, realized and unrealized losses on related party crypto loans decreased by $71.6 million, or 33%, due to repayment of larger amounts of related party crypto loans in the nine months ended September 30, 2024 and more substantial appreciation and upward prices, which resulted in higher realized losses on related party crypto loans.
Change in fair value on related party convertible notes and related party loans for the three and nine months ended September 30, 2025, represents the final fair value adjustment prior to conversion in connection with the IPO, at which time related party convertible notes and related party convertible term loans were converted into equity. The related party loans were not subject to fair value remeasurement in the prior year period since the instruments did not contain a conversion feature to equity at that time.
Interest expense on related party loans increased by $6.6 million, or 59%, and $18.4 million, or 62%, for three and nine months ended September 30, 2025, respectively, primarily due to higher average outstanding principal balances on such loans, compared with the three and nine months ended September 30, 2024.
Interest expense on third party loans increased by $1.7 million, or 55%, and $2.1 million, or 24%, for three and nine months ended September 30, 2025, respectively, primarily due $1.4 million of interest expense related to the NYDIG MRA (as defined below). The remaining increase is mainly due to higher average outstanding principal balances on third party loans compared to the same period in the prior year.
Interest expense on funding debt represents interest on the Ripple Credit Agreement (as defined below), to finance our credit card receivables.
Other income (expense), net was a net expense and increased by $7.6 million, for the three months September 30, 2025. The increase in expense was driven by derivative and other crypto-denominated activity with higher fair value losses of $4.8 million recognized for the three months ended September 30, 2025. In addition, other expense for the three months ended September 30, 2025, includes an unrealized loss of $2.7 million related to the change in fair value of warrant derivative assets received as non-cash consideration under our advisory agreement. These warrants were recognized in the current year period and therefore were not present in the comparable prior-year period. The loss reflects a decline in the customer's stock price and related fair value assumptions.
Other income (expense), net decreased by $61.9 million, or 116%, changing from $53.2 million of Other income for the nine months ended September 30, 2024, to $8.7 million of Other expense for the nine months ended September 30, 2025. The change from Other income to Other expense was primarily due to the non-recurrence of a $48.5 million settlement related to the Earn litigation in the nine months ended September 30, 2024, in which we realized a gain on the crypto assets used to prefund payments to Earn customers and received reimbursements for the amounts prefunded on their behalf. The change was further impacted by derivative and other crypto-denominated activity, with higher fair value losses recognized for the nine months ended September 30, 2025, compared an immaterial fair value gain for the nine months ended September 30, 2024, for a net period-over-period impact of $10.3 million. Further, as described above, the nine months ended September 30, 2025, included a $2.7 million unrealized loss related to derivative warrants that were not present in the nine months ended September 30, 2024.
Income Tax Benefit (Provision)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| ($ in thousands) | 2025 | 2024 | 2025 | 2024 |
| Income tax benefit (provision) | $1,186 | $1,019 | $6,122 | $(2,932) |
Income tax benefit (provision) was $1.2 million and $6.1 million for the three and nine months ended September 30, 2025, respectively, compared to $1.0 million and $(2.9) million for three and nine months ended September 30, 2024, respectively. The change was primarily attributed to an adjustment to the Company's valuation allowance on the Company's deferred tax balances.
Liquidity and Capital Resources
Since our inception, we have historically financed our operations primarily with cash flow from operating activities, proceeds from the private sale of equity securities, related party indebtedness from Winklevoss Capital Fund (“WCF”) denominated in bitcoin, ether, or U.S. dollars, and loan agreements with an unrelated third party. We utilize crypto assets, specifically bitcoin, as a treasury asset and given our belief that bitcoin is a better store of value and hedge against inflation than fiat, we have generally sought to incur borrowing costs in U.S. dollars rather than sell bitcoin.
On September 15, 2025, we completed the IPO, in which we issued and sold 15,937,501 shares of our Class A common stock at a public offering price of $28.00 per share, which included the exercise in full by the underwriters of their option to purchase an additional 300,565 shares of the Company’s Class A common stock from the Company and 458,364 shares of the Company’s Class A common stock from the selling stockholders. The Company did not receive any proceeds from the sale of shares by the selling stockholders. Net proceeds to the Company from the IPO were $406.3 million after deducting the underwriting discounts and commissions and before deducting offering costs of $15.2 million.
Concurrent with the IPO, we entered into an agreement with Nasdaq, Inc. for Nasdaq, Inc. to purchase 1,904,761 shares of our Class A common stock in a private placement at $26.25 per share. The gross proceeds to the Company from the Concurrent Private Placement were $50.0 million.
As of September 30, 2025 and December 31, 2024, we had (i) cash and cash equivalents of $487.5 million and $42.8 million, respectively, which consisted primarily of cash and highly liquid investments with an original maturity of three months or less when purchased; (ii) restricted cash and cash equivalents of $87.7 million and $28.4 million, respectively, which consisted primarily of cash deposited into money market funds and restricted cash deposits held at financial institutions as part of our capital reserve requirements and as collateral associated with our banking partnerships and surety bonds; and (iii) customer custodial funds of $532.8 million and $575.6 million, respectively, which consisted of restricted cash and cash equivalents maintained in segregated bank accounts that are held for the exclusive benefit of users. We restrict the use of the assets underlying the customer custodial funds to meet regulatory requirements and classify the assets as current based on their purpose and availability to fulfill our direct obligation under custodial funds due to users.
Additionally, Crypto assets held on our consolidated balance sheets represent corporate assets that are used as part of the ordinary course of business. We use crypto assets primarily to support our core operations, facilitate the efficiency of the exchange, and as a reserve to satisfy regulatory requirements for certain subsidiaries. Uses to support core operations include receiving crypto assets as a form of payment for Transaction revenue and Services revenue. Crypto assets received as a form of payment are converted to cash or used to fulfill operating expenses, including crypto rewards. Certain crypto assets are designated to satisfy regulatory capital or reserve requirements imposed by certain jurisdictions and regulators. These assets are subject to operational and regulatory restrictions that limit their use in day-to-day business operations. Applicable regulatory frameworks require us to maintain a minimum level of assets to meet ongoing licensing and regulatory obligations and prohibit the lending, pledging, rehypothecation and encumbrance of such assets, but do not prohibit the sale of assets held for regulatory capital purposes above regulatory minimums thereof. As of September 30, 2025 and December 31, 2024, we held approximately $320.6 million and $290.9 million, respectively, in crypto assets for regulatory requirements.
We believe our existing cash and cash equivalents, together with the proceeds from the IPO, will be sufficient to meet our working capital and capital expenditure needs for at least the next 12 months. Our future capital requirements will depend on many factors, including continued market acceptance of crypto assets and blockchain technology, our ability to attract and retain users on our platform, the continuing market acceptance of our products and services, and overall economic conditions. To the extent that current and anticipated future sources of liquidity are insufficient to fund our future business activities and requirements, we may be required to seek additional equity or debt financing. The sale of additional equity would result in dilution to our stockholders. The incurrence of debt financing would result in debt service obligations and the instruments governing such debt could provide for covenants that would restrict our operations. In the event that additional financing is required from outside sources, there is a possibility we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional capital when desired, our business, operating results, and financial condition could be adversely affected.
Indebtedness
Lending Agreements
We have entered into lending agreements with WCF to borrow an aggregate amount of 133,430 ETH and 11,326 BTC, at loan fees between 4% and 8% per annum since December 2022. As of September 30, 2025, loans in respect of 26,629 ETH and 5,824 BTC remained outstanding under these agreements. The purpose of these lending agreements includes meeting capital reserve requirements of regulators as well as satisfying collateral obligations under the Galaxy Lending Agreement (as defined below) and the NYDIG MRA (as defined below).
On October 9, 2025, in connection with the repayment of the principal amount outstanding under the Galaxy Lending Agreement and the corresponding return of the collateral previously provided under such agreement (as further described below), we repaid in full the WCF lending agreements that were used to provide collateral to Galaxy, totaling 898 BTC and 26,629 ETH.
Galaxy Lending Agreement
In March 2023, we entered into a Master Digital Currency Loan Agreement with Galaxy Digital LLC (“Galaxy”), an unrelated third party, that was amended and restated in April 2023 (as amended and restated, the “Galaxy Lending Agreement”). The Galaxy Lending Agreement permits us to make lending requests of various types to Galaxy Digital to borrow digital currency, including BTC, BCH, ETH, ETC, or LTC, or U.S. dollars. While term deals have stipulated maturity dates, if the lending request is in the form of an open deal, we and Galaxy
Digital each have the right to exercise a callable option and recall all or any portion of the borrowed asset. All requests are subject to providing collateral (defined as a percentage of the value of the borrowed asset) as well as paying borrow fees and late fees. In certain circumstances, if the value of a borrowed asset changes relative to the collateral provided, we may be required to provide additional collateral to Galaxy. As of September 30, 2025, there was a U.S. dollar denominated principal amount of $116.5 million outstanding under the Galaxy Lending Agreement. On October 8, 2025, we repaid the $116.5 million principal amount outstanding with a portion of the IPO proceeds, and all of the BTC and ETH collateral that was previously provided to Galaxy under the Galaxy Lending Agreement was returned back to us. The loan remains outstanding due to a 90-day notice period. For more information, see Note 23. Subsequent Events to our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Ripple Credit Agreement
In July 2025, we entered into a credit agreement with Ripple Labs Inc. (“Ripple”), an unrelated third party (the “Ripple Credit Agreement”). The Ripple Credit Agreement permits us to make lending requests, from time to time, of no less than $5.0 million each, up to an aggregate commitment amount of $75.0 million (the “Initial Commitment”), which can be increased or decreased, from time to time, subject to the attainment of certain agreed upon metrics, provided that at no time shall the aggregate commitment amount exceed $150.0 million. Once the Initial Commitment is exceeded, lending requests may be made in the form of USD-denominated Ripple Stablecoin, upon our request and Ripple’s consent. All lending requests under the Ripple Credit Agreement must be secured by collateral, shall bear an interest rate per annum of 6.5% or 8.5% and must be repaid in U.S. dollars. As of September 30, 2025, there was a U.S. dollar denominated principal amount of approximately $48.9 million outstanding under the Ripple Credit Agreement and approximately $67.9 million of credit card receivables were pledged as collateral. On October 1, 2025 borrowings increased to $59.3 million, reflecting the timing of funding settlements.
NYDIG MRA
In July 2025, we entered into a Master Repurchase Agreement with NYDIG Funding LLC (“NYDIG”), an unrelated third party (such Master Repurchase Agreement, the “NYDIG MRA”). The NYDIG MRA permits us to sell digital assets to NYDIG and simultaneously agree to repurchase such assets at a later date and at a predetermined price. Each transaction is subject to margin requirements and other customary terms relating to events of default and remedies, as set forth in the NYDIG MRA. NYDIG may allow third parties to participate in (and in certain circumstances, may assign to such third parties) its rights and obligations under the NYDIG MRA. As of September 30, 2025, there were repurchase obligations in an aggregate U.S. dollar denominated amount of approximately $75.0 million outstanding under the NYDIG MRA, and such obligations were collateralized by digital assets with an aggregate fair market value of approximately $145.4 million.
Convertible Debt
In connection with the IPO, approximately $228.0 million in aggregate principal amount (plus accrued and unpaid interest thereon) in convertible notes outstanding as of the closing date of the IPO and approximately $467.6 million in aggregate principal amount (plus accrued and unpaid interest thereon) in convertible term loans outstanding as of the closing date of the IPO, automatically converted into 31,055,951 shares of the Company's Class B common stock, pursuant to their terms, at a price per share equal to 80% of the IPO price of $28.00 per share, or $22.40 per share. See Note 13. Related Party Loans and Convertible Notes for further details.
Cash Flows
The following table presents information regarding our consolidated cash flows for the periods presented:
| Nine Months Ended September 30, | ||
|---|---|---|
| ($ in thousands) | 2025 | 2024 |
| Net cash used in operating activities | $(80,199) | $(104,353) |
| Net cash provided by investing activities | 3,744 | 79,559 |
| Net cash provided by financing activities | 537,594 | 84,933 |
| Net increase in cash, cash equivalents, restricted cash and cash equivalents | $461,139 | $60,139 |
Operating Activities
Net cash provided by (used in) operating activities includes net income (loss) adjusted for non-cash expenses and non-cash movements in crypto assets and liabilities, as well as the effect of changes in operating assets and liabilities.
Net cash used in operating activities was $80.2 million for the nine months ended September 30, 2025, driven by net loss of $442.0 million and non-cash adjustments of $242.9 million, which primarily consisted of changes in fair value on related party convertible term loans and related party convertible notes, stock-based compensation expense, depreciation and amortization, crypto asset payments for expenses, provision for transaction losses, partially offset by realized and unrealized gains on crypto assets and receivable, crypto assets pledged as well as crypto assets and warrants received as revenue. Additionally, cash used in operating activities was impacted by $69.3 million net inflow from purchases and disposals of crypto assets for operations, as well as a net inflow from changes in operating assets and liabilities of $49.6 million, driven by the timing of cash receipts and payments, and vendor payment terms.
Net cash used in operating activities was $104.4 million for the nine months ended September 30, 2024, driven by net loss of $131.6 million and non-cash adjustments of $140.9 million, which primarily consisted of crypto asset payments for expenses, depreciation and amortization, fair value changes on related party convertible notes, provision for transaction losses and stock-based compensation, partially offset by realized and unrealized gains on crypto assets and receivable, crypto assets pledged as well as crypto assets received as revenue. Additionally, cash used in operating activities was impacted by $18.9 million net inflow from purchases and disposals of crypto assets for operations, as well as a net inflow of $145.1 million from changes in accounts payable and accrued expenses as a result of payments for litigation expenses related to Earn and CFTC claims. The remaining impact to cash used in operating activities was a net inflow from changes in operating assets and liabilities of $12.5 million, driven by the timing of cash receipts and payments, and vendor payment terms.
Investing Activities
Net cash provided by investing activities was $3.7 million for the nine months ended September 30, 2025, primarily driven by $93.8 million in proceeds from the sale of crypto assets. This was partially offset by $85.0 million in net outflow for the purchase and sale of credit card receivables and $5.0 million of capitalization of internally developed software costs and purchases of software, property and equipment.
Net cash provided by investing activities was $79.6 million for the nine months ended September 30, 2024, primarily driven by $131.7 million in proceeds from the sale of crypto assets. This was partially offset by $48.2 million in net outflow for the purchase and sale of credit card receivable and $3.5 million of capitalization of internally developed software costs and purchases of software, property and equipment.
Financing Activities
Net cash provided by financing activities was $537.6 million for the nine months ended September 30, 2025, primarily reflecting $447.3 million in proceeds from the IPO and the Concurrent Private Placement, net of underwriting discounts and commissions and offering expenses. Net cash provided by financing activities was also driven by net proceeds of $138.2 million from the NYDIG MRA, the Ripple Credit Agreement, and related party term loans prior to their conversion into equity in connection with the IPO. These increases were partially offset by $40.5 million of net outflow from custodial funds due to customers from elevated redemptions and $7.5 million in payments related to tax withholdings upon settlement of equity awards.
Net cash provided by financing activities was $84.9 million for the nine months ended September 30, 2024, primarily driven by $60.4 million of net inflow from custodial funds due to customers from increased customer deposits and $24.6 million of proceeds from related party convertible notes.
Commitments and Contingencies
Our material future cash commitments are to repay our current indebtedness obligations, as described above in the “Indebtedness” section, and make payments under leases for our facilities. We have operating leases for office facilities with remaining terms of less than a year to ten years. Many leases include one or more options to renew, but renewals are not assumed in the determination of the lease term due to uncertainty. For more information, see Note 12. Leases to our unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.
Off-Balance Sheet Arrangements
Under our agreement with WebBank, we have an outstanding commitment to purchase all Gemini Credit Card customer receivables offered for sale by WebBank. In addition, we are generally required to purchase certain other Gemini Credit Card customer receivables from WebBank in the event of identity theft or other types of fraud, as well as receivables that have been delinquent for more than 90 days. As of September 30, 2025, we were obligated to purchase $150.6 million in Gemini Credit Card customer receivables pursuant to this arrangement. We maintain sufficient cash on hand to fund these payments as they become due.
Critical Accounting Policies and Estimates
Our management’s discussion and analysis of our financial condition and results of operations are based on our unaudited consolidated financial statements and the related notes, which have been prepared in accordance with GAAP. The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the balance sheet date, as well as report amounts of revenue and expenses during the period. We base our estimates on historical experience, known trends and events, and various other assumptions that we believe to be reasonable under the circumstances. Actual results and outcomes may differ from management’s estimates and assumptions due to risks and uncertainties. To the extent there are differences between our estimates and actual results, our future financial statement presentation, financial condition, operating results, and cash flows will be affected.
There have been no material changes to our critical accounting estimates as compared to the critical accounting estimates disclosed in our Prospectus. Our significant accounting policies are more fully described in Note 2. Summary of Significant Accounting Policies to our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Recent Accounting Pronouncements
See Note 2. Summary of Significant Accounting Policies to our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for recently adopted accounting pronouncements and recently issued accounting pronouncements not yet adopted as of the date of this Quarterly Report on Form 10-Q.
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