Gemini Space Station, Inc.

1. Description of Business

Gemini Space Station, Inc., (the “Corporation,” “Company,” “Gemini,” or “Space Station”) a Nevada corporation, was formed on February 4, 2025, and has a fiscal year end of December 31. Pursuant to a reorganization that occurred concurrently with the initial public offering (“IPO”) in September 2025, the Corporation is a holding company, and its principal asset is a controlling equity interest in Gemini Space Station, LLC (“GSS, LLC”), a related party. The Corporation is the sole managing member of GSS, LLC and controls all of its businesses and affairs.

The Company offers a mobile and web-based crypto asset exchange platform, proprietary wallet infrastructure and custody solutions, high-performance over-the-counter trading solutions tailored to institutions and professional clients, a proprietary United States dollar-backed stablecoin, a crypto asset staking service, a credit card product that offers crypto asset rewards on customer purchases, a regulated prediction markets platform, and a spot margin trading service. The Company operates in multiple jurisdictions and provides security solutions across all of its product offerings.

Certain subsidiaries are regulated by, and/or subject to oversight or indirect impact from, various state, federal and self-regulatory organizational governing bodies, including the New York State Department of Financial Services (“NYSDFS”), the Financial Industry Regulatory Authority (“FINRA”), and the Commodity Futures Trading Commission (“CFTC”).

2. Summary of Significant Accounting Policies

Basis of presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of Gemini Space Station, Inc., and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The unaudited condensed consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim reporting. The unaudited interim financial statements have been prepared on the same basis as the audited consolidated financial statements and in the opinion of management, reflect all adjustments, including normal recurring adjustments, necessary for the fair presentation of the Company's financial statements for the periods presented.

These condensed consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 31, 2026 (the “Annual Report”). There have been no material changes in the Company's most significant estimates and assumptions, significant accounting policies, segment reporting, or recent accounting pronouncements as described in our audited consolidated financial statements included in our Annual Report, other than as disclosed below.

Certain reclassifications have been made to prior-period amounts to conform to the current-period presentation. These reclassifications were not material to the presentation of the unaudited condensed consolidated financial statements and had no impact on previously reported total assets, total liabilities or net loss.

Use of estimates

The preparation of the condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are used for, but not limited to, the fair value of crypto assets, allowance for transaction losses, contingent liabilities, the Company's incremental borrowing rate, fair value of derivatives, fair value of strategic investments, fair value of stock options, the useful life of long-lived assets, and the recoverability of long-lived assets.

Actual results and outcomes may differ from management’s estimates and assumptions due to risks and uncertainties. To the extent that there are material differences between management's estimates and actual results, the Company’s condensed consolidated financial statements could be materially affected. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the result of which forms the basis for making judgments about the carrying values of assets and liabilities.

Emerging Growth Company Status

The Company is an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. The Company has elected to avail itself of this extended transition period and, as a result, will not be required to adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies. The Company may take advantage of these exemptions up until the last day of the fiscal year following the fifth anniversary of the IPO or such earlier time that it is no longer an emerging growth company. The Company would cease to be an emerging growth company on the last day of the fiscal year in which it has total annual gross revenues of $1.235 billion or more, has more than $700.0 million in market value of its stock held by non-affiliates (and it has been a public company for at least 12 months, and has filed an annual report on Form 10-K), or it issues more than $1.0 billion in non-convertible debt securities over a three-year period.

Customer custodial funds and custodial funds due to customers

Customer custodial funds represent restricted cash and cash equivalents maintained in segregated Company bank accounts that are held for the exclusive benefit of customers. The Company has restricted cash deposits at financial institutions related to the Gemini Dollar (“GUSD”).

Customer custodial funds related to GUSD were $39.8 million and $46.6 million as of June 30, 2026 and December 31, 2025, respectively. Customer custodial funds due to customers related to GUSD were $39.2 million and $45.6 million as of June 30, 2026 and December 31, 2025, respectively.

Loan receivables

The Company extends financing to certain customers in the form of (i) on-exchange loans and (ii) margin loans to facilitate trading activity on its platform.

On-Exchange Loans

On-exchange loans are short-term, non-interest-bearing advances provided to customers that may be used solely for trading on the Company’s platform. These arrangements are contractually repayable, callable at the Company’s discretion, and are subject to account restrictions that limit the customer’s ability to withdraw or transfer loan proceeds outside of the platform. On-exchange loans are recorded at amortized cost, which approximates fair value due to their short-term nature. These loans do not generate interest income.

Margin Loans

Margin loans are interest-bearing loans extended to customers to enable leveraged trading. These loans are collateralized by customer assets held on the Company’s platform and are subject to margin maintenance requirements, ongoing monitoring, and liquidation provisions. The Company does not recognize such collateral on its condensed consolidated balance sheets as it does not obtain control of the assets. Margin loan receivables are recorded at amortized cost, which approximates fair value due to their short-term nature. Interest income on margin loans is recognized over time based on the outstanding loan balance and applicable interest rates, which accrue on an hourly basis, and is included as interest income within Net revenue on the condensed consolidated statements of operations and comprehensive loss. See Note 3. Revenue.

The Company evaluates its loan receivables for expected credit losses in accordance with applicable guidance. These arrangements are subject to collateral requirements, account restrictions, and liquidation rights that are designed to mitigate credit risk. Based on these factors, the Company’s credit exposure is limited. No allowance for credit losses or write-offs has been recorded for the periods presented.

On-exchange loans and margin loans are included in Prepaid expenses and other current assets on the condensed consolidated balance sheets.

Concentration of credit risk

Certain financial instruments, primarily consisting of cash and cash equivalents, restricted cash and cash equivalents, customer custodial funds, and accounts receivable, may subject the Company to concentrations of credit risk. The Company generally maintains cash balances in excess of federally insured limits.

As of June 30, 2026 and December 31, 2025, the Company had no customers that accounted for more than 10% of the Company’s Accounts receivable, net.

In addition, during the three and six months ended June 30, 2026 and 2025, no customer accounted for more than 10% of Total revenue.

Sales and marketing

Sales and marketing expense includes costs incurred to promote the Company’s brand, products, and services and to acquire, retain, and engage customers. These costs include advertising and promotional expenses, credit card rewards and customer incentive programs, sponsorships and partnerships, marketing campaigns, and other sales and marketing-related costs. Advertising costs are expensed as incurred.

During the three and six months ended June 30, 2026, advertising expense was $0.8 million and $6.2 million, respectively. During the three and six months ended June 30, 2025, advertising expense was $7.7 million and $10.7 million, respectively.

Recent accounting pronouncements

There have been no material developments relating to recent accounting pronouncements, including the expected dates of adoption and estimated effects on the condensed consolidated financial statements and footnote disclosures, since those disclosed in the Annual Report.

3. Revenue

Revenue recognition

The Company determines revenue recognition from contracts with customers in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”).

The following table presents revenue of the Company disaggregated by revenue source and ASC 606 applicability (in thousands):

Prediction markets revenue

In December 2025, the Company launched Gemini Predictions™, a CFTC-regulated prediction markets platform offered through its affiliate Gemini Titan, LLC (“Gemini Titan”), which holds a Designated Contract Market (“DCM”) license. Gemini Predictions allows eligible customers to trade binary event contracts on the outcomes of specified future events. The Company generates revenue from its prediction markets through transaction fees charged to customers for executing trades. Revenue is recognized at a point in time when the transaction is executed, as the Company satisfies its performance obligation by facilitating the trade.

Revenue by geographic location

The following table presents revenue of the Company disaggregated by geography based on domiciles of the customer or other counterparty (in thousands):

4. Restructuring Activities

On February 5, 2026, the Company announced its plan to wind down operations in the United Kingdom, European Union, other European jurisdictions, and Australia, including a reduction in force of approximately 200 employees and the related exit or early termination of certain office leases in London, Malta, and San Francisco. On February 17, 2026, the Company separately announced the departure ofthree executives. The wind-down, workforce reduction, lease-related actions, and executive departures are collectively referred to herein as the "Restructuring." In connection with the Restructuring, the Company recordedno restructuring charges in the three months ended June 30, 2026 and approximately $7.9 million of charges in the six months ended June 30, 2026, consisting primarily of severance and personnel costs, operating lease right-of-use (“ROU”) asset impairment charges, and lease termination fees. These charges are included within Salaries and compensation and General and administrative expenses on the condensed consolidated statements of operations and comprehensive loss. These actions were undertaken as part of a strategic initiative to streamline the Company’s operations.

A summary of the restructuring charges for the six months ended June 30, 2026 by major activity type is as follows (in thousands):

In connection with the Restructuring, the Company recognized a net benefit of approximately $7.1 million related to stock-based compensation. This net benefit was primarily driven by $8.8 million of forfeitures of unvested awards associated with terminated employees, partially offset by incremental expense of $1.7 million recognized from the acceleration of vesting for certain awards. This net benefit is recorded within Salaries and compensation expense on the condensed consolidated statements of operations and comprehensive loss, consistent with the Company's accounting policy for stock-based compensation, and is excluded from restructuring charges above.

The following table is a summary of the changes in the severance and other personnel obligations, included within Accrued expenses and Other current liabilities on the condensed consolidated balance sheets, related to the Restructuring (in thousands):

5. Accounts Receivable, Net

Accounts receivable, net of allowance consisted of the following (in thousands):

The Company holds both pledged and unpledged credit card receivables. Unpledged credit card receivables are included in Accounts receivable, net on thecondensed consolidated balance sheets. Credit card receivables that have been pledged as collateral under the Company’s warehouse credit agreement are presented separately as Credit card receivables pledged, net on the condensed consolidated balance sheets. As of June 30, 2026 and December 31, 2025, the allowance for expected credit losses associated with pledged credit card receivables was $3.7 million and $0.1 million, respectively. See Note 16. Funding Debt for additional information regarding pledged credit card receivables.

Allowance for transaction losses consisted of the following for the three and six months ended June 30, 2026 (in thousands):

Allowance for transaction losses consisted of the following for the three and six months ended June 30, 2025 (in thousands):

For all accounts receivable, the Company evaluates collectability at each reporting date and writes off unsecured balances when they are outstanding for more than 180 days or when the balances are otherwise deemed to be uncollectible. The provision for transaction losses is recorded in Transaction losses on the condensed consolidated statements of operations and comprehensive loss.

In assessing credit quality of the credit card receivable portfolio, the Company considers delinquency status as a key indicator. As of June 30, 2026 and December 31, 2025,91.1% and 96.9%, respectively, of the Company's receivables were current or less than 30 days past due.

The following tables present the aging analysis of our credit card receivables for the periods presented and the delinquency aging includes all past due principal on credit card receivables (in thousands):

6. Fair Value Measurements

The following table sets forth by level, within the fair value hierarchy, the Company’s assets and liabilities measured and recorded at fair value on a recurring basis (in thousands):

Refer to Note 2. Summary of Significant Accounting Policies for further details on the valuation methods and significant inputs of the Level 2 and Level 3 assets and liabilities identified in the Company's audited annual consolidated financial statements for the year ended December 31, 2025.

During the six months ended June 30, 2026, the Company did not make any transfers in or out of Level 3 of the fair value hierarchy.

The following table is a roll-forward of Level 3 investments measured and recorded at fair value on a recurring basis (in thousands):

Level 3 Investments - Warrants

Level 3 Investments - Convertible Notes

Level 3 Investments - Term Loans

Prior to the IPO, the Company fair valued its convertible notes and convertible term loans utilizing a scenario-based approach that considered various conversion and repayment scenarios, along with a discounted cash flow analysis, which was used to determine the value of an investment today based on projections of future cash flows. The significant input utilized in the discounted cash flow analysis included the discount rate which ranged from 19.5% -21.7% for the three and six months ended June 30, 2025. Upon the IPO, convertible notes and related party term loans converted to equity and were no longer outstanding as of December 31, 2025.

Assets and liabilities measured and recorded at fair value on a non-recurring basis

The Company’s non-financial assets and liabilities, such as intangible assets, software, property and equipment, and lease right-of-use assets, are adjusted to fair value on a non-recurring basis when an impairment charge is recognized. The fair value used in assessing an impairment for these assets are largely based on Level 2 or Level 3 inputs.

The Company’s strategic investments are also measured at fair value on a non-recurring basis. Such fair value measurements are based predominantly on Level 3 inputs such as the recent transaction price involving the same or similar investment, and are adjusted as necessary to reflect relevant market conditions and investment-specific factors. Refer to Note 9. Prepaid Expenses and Other Assets for additional information.

Financial assets and liabilities not measured and recorded at fair value

The following tables summarize the estimated fair values of the Company's financial assets and financial liabilities that are measured at amortized cost, and are not required to be carried at fair value on a recurring basis, as of June 30, 2026 and December 31, 2025 (in thousands):

The carrying values of financial assets and liabilities equal or approximate fair value because they are short-term in duration, have no defined maturity or have a floating interest rate.

The Company determined credit card receivables to be Level 3 assets. While credit card receivables are short term in duration, the Company estimates their fair value using the current expected credit loss model, which incorporates unobservable inputs. Accordingly, Level 3 classification is appropriate.

7. Derivatives

The following table summarizes the balance sheet impact of crypto asset options and futures not designated as hedges and measured at fair value as of June 30, 2026 (in thousands):

The following table summarizes the balance sheet impact of crypto asset options and futures not designated as hedges and measured at fair value as of December 31, 2025 (in thousands):

Please refer to Note 6. Fair Value Measurements for fair value details on embedded derivatives. During the three and six months ended June 30, 2026, the change in fair value of the embedded derivatives increased by $0.3 million and $0.2 million, respectively. During the three and six months ended June 30, 2025, the change in fair value of the embedded derivatives increased by $0.3 million and decreased by $0.2 million, respectively.

Gain (loss) on changes in the fair value of options and futures recorded in Other income (expense), net on the condensed consolidated statements of operations and comprehensive loss were as follows (in thousands):

The below table represents the breakdown of crypto asset collateral associated with derivative positions (in thousands):

8. Crypto Assets Held

The following table presents a summary of the crypto assets held at fair value by the Company (in thousands except for units):

The following table presents a roll-forward of the Company's crypto assets held measured at fair value (in thousands):

Crypto assets held by the Company are measured at fair value on a recurring basis using quoted prices in active markets and are classified as Level 1 within the fair value hierarchy. Restricted crypto assets are also included within Crypto assets held on the consolidated balance sheets. Restrictions on use do not affect the Company’s ability to recognize these crypto assets when control is retained.

The Company holds crypto assets primarily for operational purposes, including to support transaction processing, satisfy liquidity coverage and regulatory capital requirements for certain regulated subsidiaries, and meet collateral requirements under financing and other contractual arrangements. The Company acquires crypto assets through a variety of transactions, including through related party loans, revenue denominated in crypto assets and direct purchases of crypto assets. The Company disposes of crypto assets through repayments of principal and interest on related party crypto loans, sales of crypto assets and the settlement of operating expenses.

Crypto assets are initially recorded at their fair value at the time of acquisition, which represents their cost basis. Gains and losses on disposal are determined using the first-in-first-out (“FIFO”) method.

Certain subsidiaries of the Company are required to maintain surety bonds in connection with money transmitter licenses. In connection with these requirements, the Company has designated 623 bitcoin, with a fair value of $36.5 million, as collateral to insurance providers, which is reassessed on an annual basis.

As of June 30, 2026 and December 31, 2025, the Company held 971 bitcoin and 2,721 bitcoin, respectively, with a fair value of $56.8 million and $237.1 million, respectively, that are restricted in use under the terms of certain related party crypto asset loan agreements. These crypto assets are designated and maintained to satisfy regulatory capital requirements and the restrictions remain in effect while the related party crypto asset loan agreements are outstanding. The restrictions may lapse upon repayment or termination of the loans, or other contractual modifications. This bitcoin is included in the Company's related party crypto asset loan with a December 29, 2022, draw date as described in Note 14. Related Party Loans and Convertible Notes.

In addition, as of June 30, 2026 and December 31, 2025, the Company held 2,825 bitcoin and 1,275 bitcoin, respectively, with a fair value of $165.4 million and $111.1 million, respectively, that are restricted in use under the terms of certain related party crypto asset loan agreements. These crypto assets are designated and maintained to satisfy agreed upon collateral requirements with third parties. Because the Company retains control over these assets and the counterparty is not permitted to sell, pledge, rehypothecate, or otherwise use the assets, the restricted crypto assets continue to be recognized within Crypto assets held on the consolidated balance sheets. This bitcoin is included in the Company's related party crypto asset loans with draw dates of June 30, 2026, and July 24, 2025, respectively, as described in Note 14. Related Party Loans and Convertible Notes.

During the three months ended June 30, 2026, the Company received approximately 1,258 bitcoin as consideration for the issuance of Class A common stock in a private placement (the “Private Placement”). The bitcoin received was initially recognized at its fair value on the transaction date, which established its cost basis. A portion of the bitcoin was subsequently sold during the three months ended June 30, 2026, to fund operating activities. As of June 30, 2026, the Company held 988 bitcoin with a fair value of $57.9 million. See Notes 17. Stockholders' Equityand 21. Related Party Transactions, for additional information regarding the private placement.

9. Prepaid Expenses and Other Assets

Prepaid expenses and other assets consisted of the following (in thousands):

Measurement alternative investments

The Company accounts for investments under the measurement alternative method whereby they are measured at cost, less impairment, subject to upward and downward adjustments resulting from observable price changes for identical or similar investments of the same issuer. The changes in the carrying value of strategic investments are accounted for under the measurement alternative are presented below (in thousands):

Cumulative upward adjustments for strategic investments held were $4.5 million as of both June 30, 2026 and December 31, 2025. Cumulative impairments and downward adjustments were $1.6 million and $1.2 million as of June 30, 2026 and December 31, 2025, respectively. Upward adjustments, impairments, and downward adjustments are included in Other income (expense), net on the condensed consolidated statements of operations and comprehensive loss.

10. Software, Property and Equipment, Net

Software, property and equipment, net consisted of the following (in thousands):

Depreciation expense attributable to software, property, and equipment was $0.4 million and $0.9 million for the three and six months ended June 30, 2026, respectively. Depreciation expense attributable to software, property, and equipment was $0.4 million and $0.9 million for the three and six months ended June 30, 2025, respectively. Depreciation expense attributable to software, property, and equipment is reflected in General and administrative on the condensed consolidated statements of operations and comprehensive loss. Amortization expense attributable to software, property, and equipment was $1.3 million and $2.8 million for the three and six months ended June 30, 2026, respectively. Amortization expense attributable to software, property, and equipment was $1.6 million and $3.4 million for the three and six months ended June 30, 2025, respectively. Amortization expense attributable to software, property, and equipment is reflected in Technology on the condensed consolidated statements of operations and comprehensive loss. Total additions to software were $1.6 million for both the six months ended June 30, 2026 and 2025.

Substantially all software, property and equipment was located and utilized within the United States as of June 30, 2026 and December 31, 2025.

During the three and six months ended June 30, 2026, the Company recorded an impairment loss of $0 and $0.2 million, respectively, on leasehold improvements related to the closure of its San Francisco office lease. During the three and six months ended June 30, 2026, the Company recorded an impairment loss of $0 and $0.1 million, respectively, on furniture and fixtures related to the closure of its United Kingdom offices as part of the Company's exit from international markets.

11. Intangible Assets, Net

Intangible assets consisted of the following as of June 30, 2026 (in thousands):

Intangible assets consisted of the following as of December 31, 2025 (in thousands):

Amortization expense of intangible assets was $5.5 million and $11.1 million for the three and six months ended June 30, 2026. Amortization expense of intangible assets was $5.6 million and $11.2 million for the three and six months ended June 30, 2025. Amortization expense attributable to patents and developed technology is reflected in Technology on the condensed consolidated statements of operations and comprehensive loss. Amortization expense attributable to customer relationships and assembled workforce is reflected in General and administrative on the condensed consolidated statements of operations and comprehensive loss.

The expected future amortization expense for intangible assets as of June 30, 2026 is as follows (in thousands):

12. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):

13. Leases

The Company has operating leases for office facilities with remaining terms ofone year tofour years. Many leases include one or more options to renew, but renewals are not assumed in the determination of the lease term as the Company is not reasonably certain to exercise the renewals. These leases primarily relate to office space in the United States, Singapore, and the United Kingdom, and generally require fixed monthly payments, some of which include rent-free periods and contractual rent escalations.

At lease commencement, the Company records a right-of-use asset and a corresponding lease liability based on the present value of lease payments over the lease term, using an incremental borrowing rate determined at lease commencement. All of the Company’s leases are classified as operating leases under FASB ASC Topic 842, Leases(“ASC 842”).

The Company recognizes lease expense in General and administrative on the condensed consolidated statements of operations and comprehensive loss. The components of lease expense were as follows (in thousands):

Other information related to the Company's operating leases was as follows:

Maturities of operating lease liabilities as of June 30, 2026 were as follows:

During the six months ended June 30, 2026, in connection with its restructuring activities, the Company ceased use of substantially all of its leased office spaces in London, United Kingdom and San Francisco, California and recorded impairment charges to reduce the carrying values of the related operating lease right-of-use (“ROU”) assets to their estimated fair values.

For the London lease, fair value was estimated using a discounted cash flow analysis based on projected sublease income. For the San Francisco lease, fair value was estimated using observable inputs, including the terms of a lease termination amendment executed on April 10, 2026, pursuant to which the Company agreed to pay a termination fee of approximately $0.6 million in connection with the early termination of the lease.

During the three and six months ended June 30, 2026, impairment charges of approximately $0 and $1.0 million, respectively, are included within General and administrative expenses on the condensed consolidated statements of operations and comprehensive loss. See Note 4. Restructuring Activitiesfor additional information.

On June 15, 2026, the Company exercised a contractual early termination option for its Chicago office lease. The lease will terminate effective June 30, 2027. In connection with the termination, the Company is required to pay a termination fee of approximately $0.8 million, of which approximately $0.4 million was paid in June 2026 and the remaining amount is due on or before June 30, 2027. As a result of exercising the option, the Company remeasured its operating lease liability and related right-of-use asset, resulting in reductions of approximately $1.8 million.

14. Related Party Loans and Convertible Notes

The Company regularly enters into lending agreements with Winklevoss Capital Fund, LLC (“WCF”), a related party through common ownership, in order to finance operations, maintain regulatory capital levels in subsidiaries, and fund capital expenditures to grow the business. The Company primarily conducts lending activities with WCF using bitcoin or ether as the loaned instrument or as collateral for USD loans.

Crypto asset loans

The Company has entered into several crypto lending agreements with WCF. All principal loan amounts have no stated maturity date but are callable upon written notice by WCF. The Company will have until the end of the business day to repay all outstanding loaned crypto amounts when called. The principal will be paid in-kind and interest outstanding will be payable in either (i) crypto or (ii) cash equivalent to the aggregate value of such crypto as measured at fair value on the daily basis at which the fees accrued. These agreements were made to enable the Company to ensure adequate operational liquidity and meet regulatory capital obligations of its subsidiaries.

Crypto asset loans as of June 30, 2026 (in thousands):

On March 18, 2026, the Company entered into a lending agreement with WCF to obtain bitcoin used as collateral under the previous NYDIG Master Repurchase Agreement in connection with margin requirements. The related bitcoin borrowing was repaid during the second quarter of 2026 upon the repayment and termination of the NYDIG Master Repurchase Agreement.

On June 30, 2026, the Company entered into an additional lending agreement with WCF to obtain bitcoin in support of the Company's collateral requirements under the current Galaxy Master Loan Agreement. Refer to Note 15. Third Party Loans for additional information.

Crypto asset loans as of December 31, 2025 (in thousands):

During the year ended December 31, 2025, the Company entered into multiple additional lending agreements with WCF. The Company primarily uses the crypto assets obtained from these agreements as collateral for third party loans. Refer to Note 15. Third Party Loans for additional information.

Convertible notes and term loans

Prior to the IPO in September 2025, the Company entered into a series of convertible note and term loan agreements with WCF (collectively, the “Convertible Notes”) to provide funding for general operating purposes. Upon the consummation of the IPO in September 2025, all Convertible Notes were fully converted into shares of Class B common stock and were no longer outstanding as of December 31, 2025.

15. Third Party Loans

New York Digital Investment Group Funding LLC (“NYDIG”) Repurchase Agreement

On July 25, 2025, the Company entered into a $75.0 million repurchase agreement with NYDIG to facilitate a structured crypto asset financing arrangement involving bitcoin. At inception, pursuant to the agreement, the Company transferred 1,078 bitcoin with a nominal value of $125.25 million to NYDIG in exchange for cash proceeds of $75.0 million (the “Purchase Price”) and agreed to repurchase the same amount of bitcoin on June 30, 2026 at the Purchase Price plus an agreed annual interest rate of 8.5%. The agreement required the Company to maintain additional collateral coverage within specified thresholds and permitted the Company to satisfy margin requirements through the transfer of additional bitcoin or cash and cash equivalents, such that the value of the collateral held by NYDIG in relation to the sale and repurchase agreement was maintained between 143% and 200% of the $75.0 million Purchase Price.

Repurchase agreement as of June 30, 2026:

On June 30, 2026, the Company repurchased the bitcoin transferred under the agreement and repaid all outstanding amounts, including accrued interest, under the repurchase agreement. In connection with the repayment and termination of the agreement, all collateral pledged under the agreement was released to the Company. Concurrently, the Company entered into a new secured bitcoin-collateralized financing arrangement with Galaxy Digital LLC. Accordingly, no amounts remained outstanding under the NYDIG repurchase agreement as of June 30, 2026.

Repurchase agreement as of December 31, 2025 (in thousands):

Galaxy Digital LLC ("Galaxy") Financing Facility

On June 30, 2026, the Company entered into a $75.0 million secured bitcoin-collateralized financing agreement with Galaxy. At inception, pursuant to the agreement, the Company pledged 1,975 bitcoin with a nominal value of $115.6 million as collateral to Galaxy in exchange for cash proceeds of $75.0 million. The agreement bears interest at an annual rate of 7.5% and has an evergreen term with no stated maturity date, subject to either party's right to call the loan due, or the Company's separate right to prepay the loan, in each case upon 90 calendar days' notice, following which the Company would repay the outstanding balance and Galaxy would redeliver the pledged collateral. The agreement also requires the Company to maintain additional collateral coverage within specified thresholds and permits the Company to satisfy margin requirements through the transfer of additional bitcoin or cash and cash equivalents, such that the value of the collateral in relation to the financing agreement is maintained between 145% and 165% of the $75.0 million cash proceeds. As of June 30, 2026, in addition to the 1,975 bitcoin pledged as collateral, the Company maintained approximately 850 bitcoin designated to satisfy potential future margin requirements under the agreement. In addition to the standard margin call threshold, the agreement provides for an urgent margin call if the value of the pledged collateral falls below 120% of the cash proceeds.

Galaxy is not permitted to sell, pledge, rehypothecate, or otherwise use the pledged collateral, except in the event of a default under the agreement. Accordingly, the pledged bitcoin continues to be recognized within Crypto assets held on the condensed consolidated balance sheets. In addition, the bitcoin designated to satisfy potential future margin requirements remains recognized within Crypto assets held because it is not pledged as collateral and is not subject to Galaxy's security interest or control.

Financing facility as of June 30, 2026 (in thousands):

16. Funding Debt

In July 2025, the Company entered into a $75.0 million warehouse credit agreement with Ripple Labs Inc. (“Ripple”), an unrelated third party, to finance credit card receivables. Pursuant to the agreement, Ripple committed to lend the Company $75.0 million, with the commitment amount eligible to increase, subject to the attainment of certain agreed upon metrics, up to a maximum aggregate commitment amount of $150.0 million.

On December 26, 2025, the Company entered into a second amendment to the credit agreement with Ripple, which temporarily increased the lending commitment to $250.0 million through July 1, 2026. In connection with the temporary increase, the interest rate increased from an initial rate of 6.5% to 7.0%. The amendment required the Company to pledge RLUSD collateral equal to at least 20% of the outstanding loan amount by January 31, 2026, subject to specified custody and control arrangements, and included a covenant requiring the Company to maintain minimum RLUSD activity levels, with cash penalties and potential events of default for noncompliance. The amendment provided that if the outstanding balance had not been reduced to $150.0 million or less by July 2, 2026, the interest rate would increase to 10.0% and the enhanced collateral and covenant requirements would remain in effect until such reduction occurred. As of June 30, 2026, the outstanding balance under the credit agreement was below $150.0 million. Accordingly, the step-up to a 10.0% interest rate and the continued application of the enhanced collateral and covenant requirements were not triggered.

During the six months ended June 30, 2026, the Company drew $845.0 million and repaid $852.2 million under the warehouse credit agreement. Accordingly, as of June 30, 2026, the Company had $103.1 million of unused, available borrowing capacity from the credit agreement. Borrowings under the warehouse credit agreement are secured by substantially all credit card receivables purchased under the credit card program agreement. As of June 30, 2026, the Company pledged $185.7 million of credit card receivables as collateral associated with this credit agreement. Credit card receivables pledged are included in Credit card receivables pledged, net on the condensed consolidated balance sheets. The securitized funding debt entered into by the Company is summarized below.

Funding Debt as of June 30, 2026 (in thousands):

Funding Debt as of December 31, 2025 (in thousands):

17. Stockholders' Equity

Convertible Preferred Units

Prior to the IPO in September 2025, the Company had Series A preferred units (“Series A Units”) and Series B preferred units (“Series B Units”), collectively the “Convertible Preferred Units,” that were issued and outstanding. In connection with the IPO in September 2025, all outstanding shares of the Convertible Preferred Units were converted into shares of Class A common stock and Class B common stock based on the terms of the conversion ratio, and their carrying value was reclassified into stockholders' equity.

Preferred Stock

The Company authorized 20,000,000 shares of preferred stock for issuance, at a par value of $0.001 per share. No shares of preferred stock were issued and outstanding as of June 30, 2026.

Common Stock

The Company authorized a total of 1.0 billion shares of Class A common stock with a par value of $0.001 per share and 100.0 million shares of Class B common stock with a par value of $0.001 per share. As of June 30, 2026, the Company had 52,237,793 shares of Class A common stock and 75,126,784 shares of Class B common stock issued and outstanding.

The holders of Gemini's Class A common stock are entitled toone vote for each share of common stock held. The holders of Gemini's Class B common stock are entitled toten votes for each share of common stock held. Holders of Class A common stock and Class B common stock generally vote together as a single class on all matters submitted to a vote of the stockholders of the Company.

The dividend and liquidation rights of the holders of the Company's Class A and Class B common stock are subject to declarations by the board and any restrictions imposed by the terms of any outstanding preferred stock. Upon liquidation, dissolution or winding up of the Company, assets legally available for distribution to stockholders will be distributed ratably among the holders of Class A and Class B common stock, subject to prior satisfaction of all outstanding debts and other liabilities and the payment of liquidation preferences, if any, on any outstanding preferred stock.

Shares of Class B common stock are convertible at any time at the option of the holder into shares of Class A common stock on aone-to-one basis. In addition, each share of Class B common stock will automatically convert into a share of Class A common stock upon a transfer, except for certain permitted transfers described in the Company's amended and restated articles of incorporation, and in certain other circumstances. Further, all outstanding shares of Class B common stock will automatically convert into Class A common stock upon the earliest of (i) the death or disability of the last surviving founder or (ii) the date the founders and their permitted transferees collectively hold less than 20% of the Class B common stock outstanding immediately following the closing of our initial public offering.

All outstanding shares of the Company's Class A and Class B common stock are fully paid and non-assessable. Holders of Class A and Class B common stock do not have preemptive, subscription, redemption, or sinking fund rights. The rights of holders of the Company's Class A common stock are subject to and qualified by the rights, powers, and preferences of the holders of any preferred stock that we may issue from time to time.

Private Placement

On May 14, 2026, the Company entered into a securities purchase agreement with Winklevoss Capital Fund, LLC pursuant to which the Company issued and sold 7,142,857 shares of Class A common stock in a private placement at a purchase price of $14.00 per share, for aggregate consideration of $100.0 million, which was paid in bitcoin. The bitcoin received was measured at fair value on the transaction date. For additional information, see the Company's Current Report on Form 8-K filed with the SEC on May 14, 2026.

18. Stock-Based Compensation

Equity Plan

The Company's Equity Plan became effective on September 12, 2025. Under the Equity Plan, the Company is authorized to grant shares of common stock in the form of stock options, RSUs, and RSAs to employees, directors, and consultants. As of June 30, 2026, there were 18,068,492 shares of Class A common stock subject to issued and outstanding RSUs and stock options under the Equity Plan. As of June 30, 2026, the Company had 12,907,331 shares available for future issuance under the Equity Plan.

Employee Stock Purchase Plan (“ESPP”)

The Company's ESPP became effective on September 12, 2025. An aggregate of 8,557,801 shares of the Company’s Class A common stock has been authorized for issuance under the ESPP. During the six months ended June 30, 2026, no shares were purchased under the ESPP. As of June 30, 2026, all 8,557,801 shares remained available for future issuance under the ESPP. The Company didnot recognize any stock-based compensation expense or liability related to the ESPP for the six months ended June 30, 2026.

RSUs

The following table summarizes RSU activity for the six months ended June 30, 2026 (in thousands):

As of June 30, 2026, total unrecognized compensation expense related to RSUs amounted to $68.5 million. The unrecognized expense for the RSUs is expected to be recognized over a weighted-average period of 2.1 years, subject to continued vesting.

The aggregate fair value for the RSUs which vested during the six months ended June 30, 2026 was $30.6 million.

RSAs

The following table summarizes RSA activity for the six months ended June 30, 2026 (in thousands):

As of June 30, 2026, total unrecognized compensation expense related to RSAs amounted to $2.2 million. The unrecognized expense for the RSAs is expected to be recognized over a weighted-average period of 1.2 years, subject to continued vesting.

The aggregate fair value for the RSAs which vested during the six months ended June 30, 2026 was $2.3 million.

Time-Based Stock Options

The following table summarizes time-based stock options activity for the six months ended June 30, 2026 (in thousands):

As of June 30, 2026, no time-based stock options remained outstanding and there isno remaining unrecognized expense.

Market-Based Stock Options

The following table summarizes market-based stock options activity for the six months ended June 30, 2026 (in thousands):

As of June 30, 2026, total unrecognized compensation expense related to market-based stock options amounted to $98.3 million. The unrecognized expense for the stock options is expected to be recognized over a weighted-average period of 3.3 years, subject to continued vesting.

The Company takes into consideration many factors in determining the fair value of the market-based stock options and estimates the fair value of such awards on the grant date. The Company used a Monte Carlo Simulation Model (a binomial lattice-based valuation model) to estimate the fair value of the market-based stock options with the following assumptions as of June 30, 2026:

Expected term in years - The expected term is based on the average period the market-based stock options are expected to remain outstanding, generally calculated as the midpoint of the market-based stock options’ remaining vesting term and contractual expiration period, as the Company does not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior.

Volatility - The expected volatility is based on the volatility of peer companies, as there is limited trading history for the Company’s common stock. Management believes this is the best estimate of the expected volatility over the expected life of the market-based stock options.

Risk-free rate- The risk-free interest rate is based on the U.S. Treasury yield curve that corresponds with the expected term at the time of grant.

Dividend yield- The Company has not paid and does not expect to pay dividends. Consequently, the Company uses an expected dividend yield ofzero.

Original Phantom Units

Prior to the IPO in September 2025, the Company had Original Phantom Units that were classified as a liability in Accrued expenses on the condensed consolidated balance sheets due to the cash settlement requirements. As the service conditions were considered probable, the Company recognized a liability of $0 and $1.2 million as of June 30, 2026 and December 31, 2025, respectively.

The Company recognized stock-based compensation expense of $20.3 million and $44.5 million for the three and six months ended June 30, 2026, respectively. The Company recognized stock-based compensation expense of $1.8 million and $3.2 million for the three and six months ended June 30, 2025, respectively. During the three months ended June 30, 2026 and 2025, the Company recognized an income tax benefit (provision) of $0 related to stock-based compensation expense. Stock-based compensation expense is classified within Salaries and compensation in the condensed consolidated statements of operations and comprehensive loss.

19. Income Taxes

The Company calculates the tax provision for interim periods using an estimated annual effective tax rate (“AETR”) adjusted for the effect of discrete items arising during the period. The Company’s effective tax rate for the three and six months ended June 30, 2026 was 0.0%. The Company’s effective tax rate for the three and six months ended June 30, 2025 was 0.0% and 1.7%, respectively. The effective tax rate for the three and six months ended June 30, 2026 was lower than the three and six months ended June 30, 2025, primarily due to the related increases to the continuing valuation allowance on deferred tax assets. The effective tax rate for the three and six months ended June 30, 2026 and 2025 was lower than the U.S. statutory rate of 21% primarily due to the continuing valuation allowance on deferred tax assets.

Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. As of each reporting date, management considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets and the need for a valuation allowance. Management determined that there is insufficient positive evidence to conclude that it is more likely than not that the Company’s gross deferred tax assets will be fully realized. As a result, a valuation allowance has been maintained against the Company's deferred tax assets.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA contains several changes to corporate taxation including modifications to capitalization of research and development expenses, limitations on deductions for interest expense, and accelerated fixed asset depreciation. The OBBBA did not have a material impact on the Company’s condensed consolidated statements of financial condition as of June 30, 2026, or December 31, 2025. The Company will continue to evaluate the implications of this legislation on future periods.

20. Net Loss Per Share

Prior to the Company's IPO in September 2025, the Company hadthree classes of common units (collectively referred to as the “Common Units”), including profits interest units, which were considered participating securities for purposes of calculating net loss per unit. Upon the consummation of the Company's IPO, all of the Company's pre-IPO Common Units were reclassified to Class A common stock and Class B common stock. The Company has retroactively adjusted the weighted average shares outstanding prior to the IPO to reflect this reclassification. Accordingly, the condensed consolidated financial statements present all references to common stock and per share data as if the conversion of Common Units into common stock had occurred at the beginning of all periods presented.

The Company's basic and diluted net loss per share calculation for Class A common stock and Class B common stock for the three and six months ended June 30, 2026 and 2025, respectively, is presented below (in thousands, except per share amounts):

When calculating diluted net loss per share, the Company determined no adjustments to basic net loss per share were required. Prior to the Company's IPO, potentially dilutive securities included Convertible Preferred Units and Convertible Notes which could be settled in the Company's Common Units. Following the IPO, potentially dilutive securities that may be settled in the Company's Class A common stock include stock-based awards. For the periods presented, these potentially dilutive securities were excluded from the computation of diluted net loss per share because their effect would have been anti-dilutive, as the Company reported a net loss. Accordingly, the Company did not apply the if-converted method to outstanding Convertible Preferred Units and Convertible Notes or the treasury stock method to the outstanding stock-based awards. For additional information, please refer to Note 14. Related Party Loans and Convertible Notes, Note 17. Stockholders' Equity and Note 18. Stock-Based Compensation.

The following potentially dilutive units were not included in the computation of diluted shares outstanding as the effect would have been antidilutive (in thousands):

As of June 30, 2025, the Company had Convertible Notes with a fair value of $273.5 million, which were convertible, at the option of the holder upon maturity, into Series B Units at a price equal to 80% of the lowest original issue price per unit of the Series B Units. The underlying Series B Units were convertible into Common Units on aone-for-one basis. Please refer to Note 14. Related Party Loans and Convertible Notes for additional information. Upon the consummation of the IPO in September 2025, all Convertible Notes were fully converted into shares of Class B common stock and are no longer outstanding.

21. Related Party Transactions

Related party securities purchase agreement

On May 14, 2026, the Company entered into a securities purchase agreement with WCF, a related party through common ownership, pursuant to which the Company agreed to issue and sell, in a private placement,7,142,857 shares of the Company’s Class A common stock, at a price of $14.00 per share for aggregate proceeds to the Company of $100.0 million, with consideration paid in approximately 1,258 bitcoin. As of June 30, 2026, the Company held approximately 988 bitcoin received in connection with the Private Placement, with an aggregate fair value of approximately $57.9 million. These bitcoin are included in Crypto assets held on the condensed consolidated balance sheets.

Security services

In January 2026, the Company entered into a services agreement with Winklevoss Capital Management, LLC (“WCM”), a related party through common ownership, pursuant to which WCM provides executive protection, secure transportation and risk advisory services for our Chief Executive Officer, President, their family members, and, as appropriate, other individuals designated by Gemini from time to time. The agreement has an initialone-year term and renews automatically unless earlier terminated. Under the agreement, the Company pays WCM a fixed monthly rate of $400,000, plus reimbursement of certain other expenses. WCM has agreed to waive any fees, costs, or expenses that exceed $1,000,000 in the aggregate for the first year of this agreement. The Company incurred expenses of $0 and $0.4 million under this agreement during the three and six months ended June 30, 2026, respectively. These expenses were classified as General and administrative on the condensed consolidated statements of operations and comprehensive loss. There were no outstanding amounts related to WCM included in Accrued expenses as of June 30, 2026 on the condensed consolidated balance sheets.

Services agreement

In 2017, the Company entered into an amended services agreement with Winklevoss Capital Management, LLC, a related party through common ownership, for WCM to provide management and consulting services to the Company (the “Services Agreement”). In exchange for these services, the Company incurs a fee based on an allocation of WCM employee compensation proportional to WCM employee time spent providing services to the Company. The Company incurred $0.1 million under this agreement during the three and six months ended June 30, 2025, and didnot incur any expenses in 2026. These expenses were classified as General and administrative on the condensed consolidated statements of operations and comprehensive loss. No amounts outstanding related to WCM were included in Accrued expenses as of December 31, 2025 and June 30, 2026, respectively, on the condensed consolidated balance sheets. The agreement with WCM for management and consulting services was terminated in August 2025. No further expenses were incurred and no further payments were made pursuant to these agreements.

Computer services and storage facilities

In 2017, the Company entered into an agreement with Elysian Networks, LLC (“Elysian”), a related party through common ownership, pursuant to which Elysian provided equipment leasing, cloud-based servers, data storage and computer processing services to the Company. The Company incurred $0.1 million and $0.2 million under this agreement during the three and six months ended June 30, 2025, respectively. These expenses were classified as Technology on the condensed consolidated statements of operations and comprehensive loss. No amounts outstanding were included in Accrued expenses as of June 30, 2026 and December 31, 2025 on the condensed consolidated balance sheets. The agreement with Elysian was terminated in August 2025, and no further expenses have been incurred or payments made pursuant to the agreement thereafter.

Related party revenue

WCF, a related party through common ownership, accounted for $0.4 million and $0.7 million of the Company’s revenue during the three and six months ended June 30, 2026, respectively, and $0.6 million and $1.2 million of the Company's revenue during the three and six months ended June 30, 2025, respectively. WCF accounted for $0.1 million of the Company’s Accounts receivable, net, as of both June 30, 2026 and December 31, 2025.

Related party loans

Refer to Note 14. Related Party Loans and Convertible Notes.

22. Commitments and Contingencies

Credit card receivables

In partnership with a credit card issuing bank (the “Issuing Bank”), the Company offers a credit card product to its customers. Under the terms of the program agreement, the Company is required to purchase from the Issuing Bank all credit card receivables originated under the program and offered for sale to the Company.

Credit card receivables purchased under this arrangement are recorded on the Company’s consolidated balance sheets upon transfer. As of June 30, 2026 and December 31, 2025, the Company had purchased credit card receivables of $219.6 million and $219.8 million, respectively, from the Issuing Bank. Amounts payable to the Issuing Bank for receivables purchased but not yet settled in cash were $20.5 million and $12.8 million as of June 30, 2026 and December 31, 2025, respectively, and are included in Other current liabilities on the condensed consolidated balance sheets.

Certain credit card receivables are pledged as collateral under the Company's Ripple Credit Agreement (see Note 16. Funding Debt). As of June 30, 2026 and December 31, 2025, the carrying value of pledged credit card receivables was $185.7 million and $188.8 million, respectively.

The agreement creates an ongoing commitment for the Company to purchase future receivables as they are originated. The amount of future purchases will fluctuate based on customer activity, credit card usage, and credit performance. The Company believes it maintains sufficient liquidity to fund these purchases as they become due.

Legal and regulatory matters

The Company is subject to, and may in the future be involved in, various litigation matters, legal claims, investigations, and regulatory proceedings arising in the ordinary course of business. In accordance with applicable accounting guidance, the Company accrues for loss contingencies when management determines that it is both probable that losses have been incurred and that the losses can be reasonably estimable. The Company accrued $1.1 million and $1.0 million in estimated loss contingencies as of June 30, 2026 and December 31, 2025, respectively, which are included in Accrued expenses on the condensed consolidated balance sheets.

These estimated loss contingencies relate to any unsettled matters in which management has determined that a loss is probable and reasonably estimable. With respect to these matters, management believes losses in excess of amounts accrued, if any, are reasonably possible but cannot be reasonably estimated based on current available information. The Company disputes these claims and intends to defend these matters vigorously.

Commodity Futures Trading Commission Litigation

Our wholly-owned subsidiary, Gemini Trust Company, LLC ("GTC"), was the subject of a lawsuit that the CFTC filed in the U.S. District Court for the Southern District of New York ("SDNY") on June 2, 2022. GTC and the CFTC settled the matter by means of a consent order that was filed on January 6, 2025. In material part, the consent order stated that GTC violated Section 6(c)(2) of the Commodity Exchange Act by making certain statements to CFTC staff that GTC reasonably should have known were false or misleading, and GTC also failed to disclose certain facts needed to make its statements not false or misleading. Without admitting or denying liability, GTC agreed via a consent order to pay a $5.0 million civil monetary penalty, and to be permanently enjoined from making false or misleading statements or omitting to state material facts to the CFTC. On May 27, 2026, GTC and the CFTC filed a joint motion under Federal Rule 60(b) to vacate the consent order.

Securities Class Action Litigation

On March 18, 2026, a putative securities class action complaint was filed in the SDNY against the Company, certain of its current and former officers, and its directors. The complaint alleges violations of Sections 11 and 15 of the Securities Act of 1933, as amended, and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, based on alleged materially false or misleading statements and omissions in the Company’s registration statement and prospectus issued in connection with its initial public offering, as well as certain subsequent public disclosures. The plaintiff seeks, among other relief, compensatory damages, pre- and post-judgment interest, attorneys’ fees and costs. The Company intends to vigorously defend against the claims. On June 17, 2026, the court appointed co-lead plaintiffs and set an August 21, 2026 deadline for them to file an operative complaint. Based on the preliminary stage of the proceeding, the Company is unable to predict the outcome of this matter.

Prediction Markets Lawsuit

On April 21, 2026, the New York Attorney General filed a petition against Gemini Titan, LLC ("Gemini Titan"), a wholly-owned subsidiary of the Company, in the Supreme Court of the State of New York alleging that

Gemini Titan was operating an unlicensed gambling business and offering unauthorized sports wagering in New York through Gemini Predictions, and seeking injunctive relief, restitution, disgorgement, damages and civil penalties. On April 22, 2026, Gemini Titan removed the case to the SDNY and on May 1, 2026, the New York Attorney General filed a motion to remand the case to state court. The Company intends to vigorously defend against the claims in either venue. Based on the preliminary stage of the proceeding, the Company is unable to predict the outcome of this matter.

April 2026 Shareholder Derivative Action

On April 22, 2026, a shareholder derivative complaint was filed in the Eighth Judicial District Court, Clark County, Nevada, purportedly on behalf of the Company, against certain of the Company’s current and former officers and directors, with the Company named as a nominal defendant. The complaint alleges breach of fiduciary duty, unjust enrichment, waste of corporate assets, gross mismanagement, and abuse of control based on alleged materially false or misleading statements and omissions in the Company’s registration statement and prospectus issued in connection with its initial public offering, as well as certain subsequent public disclosures. The plaintiff seeks, among other relief, compensatory damages, pre- and post-judgment interest, attorneys’ fees and costs, and certain governance changes via injunctive relief. The Company intends to vigorously defend against the claims. On June 18, 2026, the court entered a stipulation and order staying the action in its entirety, including all deadlines, hearings, and conferences, pending resolution of the securities class action litigation discussed above. Based on the preliminary stage of the proceeding, the Company is unable to predict the outcome of this matter.

June 2026 Shareholder Derivative Action

On June 30, 2026, a second shareholder derivative complaint was filed in the Eighth Judicial District Court, Clark County, Nevada, purportedly on behalf of the Company, against certain of the Company’s current and former officers and directors, with the Company named as a nominal defendant. The complaint alleges breach of fiduciary duty and unjust enrichment arising out of the Company’s initial public offering, certain related-party transactions, alleged materially false or misleading statements and omissions in the Company’s registration statement and prospectus issued in connection with its initial public offering and certain subsequent public disclosures, and the Company’s subsequent business developments. The plaintiff seeks, among other relief, damages, disgorgement, corporate governance reforms, pre- and post-judgment interest, and attorneys’ fees and costs. The Company intends to vigorously defend against the claims. Based on the preliminary stage of the proceeding, the Company is unable to predict the outcome of this matter.

Other Matters

The Company is also subject to other matters for which it is unable to reasonably estimate a possible range of loss, if any. While the outcome of these matters is inherently uncertain and adverse decisions or settlements may occur from time to time, the Company does not currently believe that the ultimate resolution of any such matters will have a material adverse effect on its consolidated results of operations, financial position, or liquidity. However, the resolution of one or more of these matters could be material to the Company’s operating results for a particular reporting period, and the Company cannot provide assurance regarding their ultimate outcome.

23. Subsequent Events

Gemini Stocks

On July 7, 2026, the Company launched stock trading, offering commission-free trading of certain U.S. stocks for certain customers in the United States through our broker-dealer affiliate, Gemini Galactic Markets, LLC. The service enables customers to buy and sell U.S. exchange-listed equity securities and exchange-traded funds on the Gemini platform, with real-time market data provided by Nasdaq and clearing and custody services provided by Apex Clearing Corporation.

Surety Bond Collateral

On August 12, 2026, the Company reduced the required bitcoin collateral under its surety bond program with Indemnity National Insurance Company ("INIC") from 60% to 25%, effectively freeing up 163.7 bitcoin valued at $10.7 million originally held as collateral. The previously pledged collateral was returned to the Company for general business purposes of the Company and its wholly-owned subsidiaries.