GEMI on Nasdaq

Gemini Space Station, Inc.

Gemini Space Station, Inc. is an American finance services company based in New York, listed on Nasdaq (GEMI).1

Price unavailable

Last updated Oct 21, 2026.

Overview

$179.6MRevenue, fiscal 20252
-$582.8MNet income, fiscal 20252

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  • TickerGEMI on Nasdaq1
  • IndustryFinance Services1
  • HeadquartersNew York, New York1
  • Incorporated inNV3
  • Business address600 Third Avenue, 2Nd Floor, New York, Ny 100163
  • Filer category, Emerging growth company3

Our mission is to build the bridge to the future of money and markets. Gemini is a trusted cryptocurrency platform building secure financial infrastructure for the next generation of money and markets, providing access for individuals and institutions to a financial future that is more open, fair, and secure.5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

-192.5%Operating margin2
-324.6%Net margin2
26.3%Revenue growth, 20252
-107.8%Return on equity2
-$220.1MFree cash flow2

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Transaction Revenue, Exchange brought in 56% of the revenue Gemini Space Station, Inc. broke down this way in fiscal 2025.

  1. Transaction Revenue, Exchange$93.4M256%down 3% from 2024
  2. Credit Card$33.1M220%up 185% from 2024
  3. Service, Staking Revenue$16.8M210%up 46% from 2024
  4. Service, Custodial Fee Revenue$8.7M25%up 25% from 2024
  5. Other Revenue And Corporate Interest$5.5M23%up 321% from 2024
  6. Service, Advisory Fee$4.8M23%
  7. Transaction Revenue, Over-The-Counter$4.0M22%up 69% from 2024
  8. Transaction Revenue, Other$581.0K20%down 34% from 2024
  9. Other Revenue$375.0K20%up 28% from 2024
Products and services by year
Products and services202320242025
Transaction Revenue, Exchange$56.4M$95.8M$93.4M
Credit Card$5.8M$11.6M$33.1M
Service, Staking Revenue$823.0K$11.5M$16.8M
Service, Custodial Fee Revenue$4.1M$7.0M$8.7M
Other Revenue And Corporate Interest$1.8M$1.3M$5.5M
Service, Advisory Fee$0$0$4.8M
Transaction Revenue, Over-The-Counter$1.5M$2.4M$4.0M
Transaction Revenue, Other$2.6M$879.0K$581.0K
Other Revenue$322.0K$293.0K$375.0K

Regions

United States brought in 87% of the revenue Gemini Space Station, Inc. broke down this way in fiscal 2025.

  1. United States$155.7M287%up 30% from 2024
  2. Outside the United States$23.9M213%up 7% from 2024
Regions by year
Regions202320242025
United States$82.3M$119.9M$155.7M
Outside the United States$15.9M$22.3M$23.9M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Other costs97¢$173.6M
  • Income tax3¢$6.0M

Out of $179.6M in revenue.2 The company lost money this year.

Financial statements

Revenue2$179.6M in 2025+83% since 2023
0$50.0M$100.0M$150.0M$200.0M2023: $98.1M$98.1M20232024: $142.2M$142.2M2024+45%2025: $179.6M$179.6M2025+26%
Operating income2-$345.7M in 2025+11% since 2023
-$400.0M-$300.0M-$200.0M-$100.0M02023: -$311.6M-$311.6M20232024: -$165.8M-$165.8M2024−47%2025: -$345.7M-$345.7M2025+108%
Net income2-$582.8M in 2025+82% since 2023
-$600.0M-$400.0M-$200.0M02023: -$319.7M-$319.7M20232024: -$158.5M-$158.5M2024−50%2025: -$582.8M-$582.8M2025+268%

Every line of the income statement as filed: the last 3 fiscal years, latest first.2

Period ending2025-12-312024-12-312023-12-31
Total revenue$179.6M$142.2M$98.1M
Salaries and compensation$225.9M$130.5M$140.8M
Technology$77.1M$63.7M$55.0M
General and administrative$77.5M$51.3M$155.5M
Transaction losses$21.3M$19.9M$27.6M
Sales and marketing$97.1M$22.6M$20.6M
Transaction processing$26.3M$20.1M$10.2M
Total operating expenses$525.2M$308.0M$409.7M
Operating loss-$345.7M-$165.8M-$311.6M
Realized and unrealized gain (loss) on crypto assets and receivable, crypto assets pledged-$1.3M$462.9M$368.1M
Realized and unrealized gain (loss) on related party crypto loans-$32.1M-$417.3M-$355.4M
Change in fair value on related party convertible notes-$25.8M-$30.7M-$4.1M
Change in fair value on related party loans-$119.3M$0$0
Interest expense on related party loans-$53.2M-$42.8M-$17.1M
Interest expense on third party loans-$15.7M-$12.2M-$8.9M
Interest expense on funding debt-$1.5M$0$0
Other income (expense), net$5.7M$55.0M$5.2M
Total other income (expense), net-$243.1M$14.9M-$12.2M
Net loss before income taxes-$588.8M-$150.9M-$323.7M
Income tax benefit (provision)$6.0M-$7.6M$4.1M
Net loss-$582.8M-$158.5M-$319.7M
Basic (in dollars per share)-$15.52-$32.24-$66.25
Diluted (in dollars per share)-$15.52-$32.24-$66.25
Weighted average shares outstanding - basic (in shares)37.6M shares4.9M shares4.8M shares
Weighted average shares outstanding - diluted (in shares)37.6M shares4.9M shares4.8M shares
Foreign currency translation, net of tax$470.0K-$15.0K$600.0K
Change in fair value attributable to instrument-specific credit risk-$2.6M$1.9M$664.0K
Total other comprehensive income (loss)-$2.1M$1.9M$1.3M
Comprehensive loss-$584.9M-$156.7M-$318.4M

Compare Gemini Space Station, Inc. with another company

Corporate structure

Gemini Space Station, Inc. sits at the top of its group. 7 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Gemini Space Station, Inc.

  • Gemini Space Station, Inc. New York, New York
    • Gemini Constellation, LLC Subsidiary · Delaware, United States
    • Gemini Frontier Fund, LLC Subsidiary · Delaware, United States
    • Gemini IP, LLC Subsidiary · Delaware, United States
    • Gemini Moonbase, LLC Subsidiary · Delaware, United States
    • Gemini Spaceship, LLC Subsidiary · Delaware, United States
    • Gemini Trust Company, LLC Subsidiary · New York, United States

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Gemini Space Station, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$68.0M2 Dec 31, 2025$62.4M2 Dec 31, 2024+9.0%
Accumulated depreciation$52.9M2 Dec 31, 2025$45.2M2 Dec 31, 2024+17.0%
Property and equipment, net$15.1M2 Dec 31, 2025$17.2M2 Dec 31, 2024−12.1%
Operating-lease assets (leased space)$18.6M2 Dec 31, 2025$14.5M2 Dec 31, 2024+27.9%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$252.2M2 Dec 31, 2025$42.8M2 Dec 31, 2024+488.6%
Debt securities available for sale$774.0K2 Dec 31, 2024
Equity securities at fair value$357.0K2 Dec 31, 2025$219.0K2 Dec 31, 2024+63.0%

Intangibles and goodwill

ItemLatestA year beforeChange
Finite-lived intangibles, gross$230.7M2 Dec 31, 2025$230.7M2 Dec 31, 20240%
Accumulated amortization$90.9M2 Dec 31, 2025$68.6M2 Dec 31, 2024+32.6%
Finite-lived intangibles, net$139.8M2 Dec 31, 2025$162.1M2 Dec 31, 2024−13.8%

Properties, in its own words

Our principal executive office is located in New York, New York. In addition to our New York office, we have additional offices located in the United States and internationally, including in Miami and Singapore. We lease or rent each of our offices.

We institute a hybrid mode of work that allows a combination of remote work and work from the office tailored to the needs and circumstances of each office and team. We believe that our facilities are adequate to meet our current needs, and that, should we need additional physical office space, suitable additional space will be available in the future.

Item 2 of the 10-K filed Mar 31, 2026.5

Leadership

Who has led Gemini Space Station, Inc., and when. Pick a name to see everywhere that person has worked.

Chief financial officer

  1. Danijela Stojanovic2026–now

Chief operating officer

  1. Marshall Edmund Beard2025–now
Board members and other officers (7)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Gemini Constellation, LLC Delaware, United States4
  • Gemini Frontier Fund, LLC Delaware, United States4
  • Gemini IP, LLC Delaware, United States4
  • Gemini Moonbase, LLC Delaware, United States4
  • Gemini Space Station, LLC Nevada, United States4
  • Gemini Spaceship, LLC Delaware, United States4
  • Gemini Trust Company, LLC New York, United States4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Oct 14, 20268-K Other events17
  2. Aug 13, 20268-K Results of operations; Regulation FD disclosure18
  3. Jun 15, 20268-K Shareholder vote19
  4. May 14, 20268-K Entered a material agreement; Results of operations; Unregistered sale of shares20
  5. Mar 19, 20268-K Results of operations21
  6. Feb 17, 20268-K Results of operations; Executive or director change22
  7. Feb 5, 20268-K Exit or restructuring costs; Regulation FD disclosure23
  8. Nov 18, 20258-K Regulation FD disclosure24
  9. Nov 10, 20258-K Results of operations25
  10. Sep 15, 20258-K Unregistered sale of shares; Bylaws or fiscal year changed; Other events26

Calendar

Coming up

  1. Nov 9, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported ($1.81) a share, on Nov 10, 2025.27

When it reported results

  1. Aug 13, 2026Reported quarterly or annual results18
  2. May 14, 2026Reported quarterly or annual results20
  3. Mar 19, 2026Reported quarterly or annual results21
  4. Feb 17, 2026Reported quarterly or annual results22
  5. Nov 10, 2025Reported quarterly or annual results25

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

107 filings to the SEC since October 2021: 1 annual reports, 3 quarterly reports, 10 major events, 44 insider forms, 5 large holders, 44 other. The latest 20:

  1. Oct 14, 2026EFFECT EDGAR
  2. Oct 14, 20268-K EDGAR
  3. Oct 14, 2026424B7 EDGAR
  4. Oct 1, 2026S-3 EDGAR
  5. Aug 24, 20264 EDGAR
  6. Aug 13, 202610-Q EDGAR
  7. Aug 13, 20268-K EDGAR
  8. Jul 29, 2026SCHEDULE 13G EDGAR
  9. Jul 6, 20264 EDGAR
  10. Jun 18, 20264 EDGAR
  11. Jun 18, 20264 EDGAR
  12. Jun 18, 20264 EDGAR
  13. Jun 18, 20264 EDGAR
  14. Jun 15, 20268-K EDGAR
  15. May 21, 20264 EDGAR
  16. May 18, 20264 EDGAR
  17. May 18, 20264 EDGAR
  18. May 18, 2026SCHEDULE 13D EDGAR
  19. May 15, 202610-Q EDGAR
  20. May 14, 20268-K EDGAR

The 107 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

6 open-market trades by officers, directors and large owners since October 2021: 0 buys and 6 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Aug 20, 2026Stojanovic DanijelaInterim CFOSale7,940$4.05$32.2KForm 4
Jul 2, 2026Stojanovic DanijelaInterim CFOSale8,438$4.44$37.5KForm 4
May 20, 2026Stojanovic DanijelaInterim CFOSale11,700$5.05$59.1KForm 4
Mar 11, 2026Jaitly Sachin ChandDirectorSale39,708$8.92$354.3KForm 4
Sep 15, 2025Meade Tyler RobertsChief Legal OfficerSale199,463$26.25$5.2MForm 4
Sep 15, 2025Beard Marshall EdmundChief Operating OfficerSale258,901$26.25$6.8MForm 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Cameron WinklevossPresident .....................44$1$64.7M31
2025Tyler WinklevossChief Executive Officer ...44$1$64.7M31
2025Marshall BeardChief Operating Officer ..$1.3M$40.6M31
2025Tyler MeadeChief Legal Officer ........$974.0K$29.8M31
2025Dan ChenChief Financial Officer ...$512.9K$15.5M31
2024Cameron WinklevossPresident .....................44$500.0K$2.4M31
2024Tyler WinklevossChief Executive Officer ...44$500.0K$2.4M31
2024Tyler MeadeChief Legal Officer ........$960.0K$1.3M31
2024Marshall BeardChief Operating Officer ..$803.7K$953.7K31

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 97. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
ParaFi Capital LP3,428,888$14.6M5.3%+2,782,786
Geode Capital Management, LLC1,200,409$12.4M0.0%+728,057
BlackRock, Inc.2,845,263$12.1M0.0%+2,355,814
Marshall Wace, Llp1,436,034$6.1M0.0%+1,050,324
Morgan Stanley1,277,798$5.4M0.0%+97,557
Vanguard Capital Management LLC1,270,274$5.4M0.0%+628,030
Commonwealth Bank of Australia714,284$3.0M0.9%No change
State Street Corp662,097$2.8M0.0%+591,897
UBS Group AG565,404$2.4M0.0%+130,618
Morgan Creek Capital Management, LLC562,229$2.4M1.6%−2,087,770
Citadel Advisors LLC375,594$1.6M0.0%+273,064
Northern Trust Corp351,352$1.5M0.0%+315,760
MIRAE ASSET GLOBAL ETFS HOLDINGS Ltd.309,356$1.3M0.0%+293,843
Vanguard Portfolio Management LLC276,301$1.2M0.0%+109
Tudor Investment Corp Et Al272,416$1.2M0.0%+175,090
Susquehanna International Group, Llp253,930$1.1M0.0%−56,710
Marex Group Ltd229,277$976.7K0.0%−9,800
Charles Schwab Investment Management Inc197,606$841.8K0.0%+98,900
Bnp Paribas Financial Markets168,462$717.6K0.0%+67,124
Goldman Sachs Group Inc158,214$674.0K0.0%New
Walleye Trading LLC134,055$571.1K0.0%+99,424
Vanguard Fiduciary Trust Co126,531$539.0K0.0%+38,350
North Reef Capital Management LP100,001$426.0K0.0%+50,263
Bank of New York Mellon Corp97,405$414.9K0.0%New
Group One Trading LLC90,103$383.8K0.0%+87,414

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Gemini Space Station, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARGemini Space Station, Inc.1
  • CIK0002055592
  • Employer ID (EIN)33-32634175
  • Filer statusNon-accelerated filer an emerging growth company; not a smaller reporting company; not a shell company5
  • Incorporated inNevada5
  • Fiscal year endsDecember 311
  • Industry code (SIC)6199 Finance Services1
  • SEC reviewing officeOffice of Crypto Assets, Division of Corporation Finance1
  • Business address600 Third Avenue, 2Nd Floor, New York, NY 100161
  • Phone(646) 751-44011
  • Shares outstanding44,858,608 Common Class A shares; 75,126,784 Common Class B shares as of Mar 30, 20265
  • AuditorDeloitte & Touche LLP, New York, NY PCAOB ID 34; no auditor attestation of internal control over financial reporting5
  • On EDGAR sinceFeb 14, 20251
  • Filings107 in all: 4 (35), 8-K (10), 3 (9), CORRESP (7), UPLOAD (7), S-1/A (5), 10-Q (3), DRS/A (3)1
    All 27 form types

    DRSLTR (3), S-8 (3), SCHEDULE 13G (3), SEC STAFF LETTER (3), EFFECT (2), 10-K (1), 144 (1), 424B4 (1), 424B7 (1), 8-A12B (1), ARS (1), CERT (1), DEF 14A (1), DEFA14A (1), DRS (1), S-1 (1), S-3 (1), SCHEDULE 13D (1), SCHEDULE 13G/A (1)

  • Latest filingsAnnual report (10-K) Mar 31, 2026
    Quarterly report (10-Q) Aug 13, 2026
    Proxy statement (DEF 14A) Apr 30, 2026
    Latest 8-K (8-K) Oct 14, 2026

Securities registered for trading

ClassSymbolExchange
Class A common stock, par value of $0.001 per shareGEMIThe Nasdaq Stock Market LLC

From the cover page of the 10-K filed Mar 31, 2026 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks Gemini Space Station, Inc. names in Item 1A of its 10-K filed Mar 31, 2026: 76 risks under these headings, as written.5

  • Risks Relating to Our Business and Industry
  • The slowing or stopping of the development or acceptance of blockchain networks and blockchain-based assets could have a material adverse effect on the successful development and adoption of our business.
  • The future development and growth of the digital asset industry is subject to a variety of factors that are difficult to predict and evaluate.
  • Our operating results have and will significantly fluctuate, due to inherent volatility associated with the digital asset industry including, but not limited to, the price of digital assets, regulatory scrutiny of certain digital assets or related products and services, or changes in applicable laws.
  • Our total revenue is substantially dependent on the volume of digital asset transactions conducted on our platform, which is in turn significantly affected by the prices of digital assets. If such prices or volumes decline, our business, operating results, and financial condition would be adversely affected and the price of our Class A common stock could decline.
  • Our net revenue is concentrated in a limited number of areas. For our digital asset exchanges, a meaningful concentration of our revenue is from transactions in bitcoin, ether and solana. If revenue from these areas declines and is not replaced by new trading in other digital assets or demand for other products and services, our business, operating results, and financial condition could be adversely affected.
  • A significant amount of the trading volume on our platform is derived from a relatively small number of institutional market makers, and the loss of these market makers, or a reduction in their trading volume, could have an adverse effect on our business, operating results, and financial condition.
  • Our operating expenses may increase in the future, and absent corresponding revenues we may not be able to achieve profitability or positive cash flow from operations, which may cause our business, operating results, and financial condition to be adversely impacted.
  • Adverse economic conditions may adversely affect our business.
  • Fluctuations in currency exchange rates could harm our operating results and financial condition.
  • Interest rate fluctuations could negatively impact us.
  • Our failure to safeguard and manage our and our users’ fiat currencies and digital assets could adversely impact our business, operating results, and financial condition.
The other 65 risks
  • The loss or destruction of a private key required to access our or our users’ digital assets may be irreversible. If we are unable to access our private keys or if we experience a hack or other data loss relating to the digital assets we hold on behalf of users, our users may be unable to access their digital assets, which could harm user trust in us and our products and services and cause regulatory scrutiny.
  • Cyberattacks and security breaches—whether affecting our platform, our employees, our users, or third parties—could adversely impact our brand and reputation and our business, operating results, and financial condition.
  • Custody services, and any blockchain technology on which they rely, may be the target of cyberattacks or may contain exploitable flaws in their underlying code, which may result in security breaches and the loss or theft of digital assets that are held or deposited.
  • Any significant disruption in our products and services, in our information technology systems, or in any of the blockchain networks we support, could result in a loss of users or funds and adversely impact our brand and reputation and our business, operating results, and financial condition.
  • Our platform may be exploited to facilitate illegal activity such as fraud, money laundering, terrorist financing, proliferation financing, tax evasion, and scams. If any of our users use our platform to further such illegal activities, our business could be adversely affected.
  • From time to time, we may encounter technical issues in connection with the integration of supported digital assets and changes and upgrades to their underlying networks, which could adversely affect our business.
  • Our insurance coverage is limited, may not cover all losses, and could be hard to maintain in the future.
  • We operate in a highly competitive industry and we compete against unregulated or less regulated companies. We also face competition from DEXs and DAOs, which may be able to innovate faster and offer products and services that we do not offer. We also compete against companies with greater financial and other resources. Our business, operating results, and financial condition may be adversely affected if we are unable to respond to competition effectively.
  • If we cannot keep pace with rapid industry changes to provide new and innovative products and services, the use of our products and services, and consequently our net revenue, could decline, which could adversely impact our business, operating results, and financial condition.
  • If we fail to effectively manage our growth, scale our operations, or implement workforce changes as needed, our business and operating results could be adversely affected.
  • We remain open to, and continue to consider, opportunistic acquisitions and investments, which could require significant management attention, disrupt our business and, if consummated, result in dilution to our stockholders and adversely affect our financial results.
  • Operating and maintaining subsidiaries outside the United States exposes us to significant regulatory, operational, and compliance risks.
  • We may not realize the anticipated benefits of our planned exit and wind down of operations in the United Kingdom, the European Union, and Australia, including our related reduction in force.
  • Our strategy and focus on delivering high-quality, compliant, easy-to-use, and secure crypto-related financial services may not maximize short-term or medium-term financial results.
  • If we fail to retain existing users or add new users, or if our users decrease their level of engagement with our products, services, and platform, our business, operating results, and financial condition may be materially and adversely affected.
  • Disputes with our users could adversely impact our brand and reputation and our business, operating results, and financial condition.
  • If we fail to develop, maintain, and enhance our brand and reputation, our business, operating results, and financial condition may be adversely affected.
  • We are leveraging AI technologies in the development of certain of our products and processes. These technologies may present business, compliance, and reputational risks.
  • The use of AI-powered solutions has resulted in, and may in the future result in, data breaches and cybersecurity incidents that implicate the personal data of users of AI-powered solutions.
  • We have in the past, and may in the future, enter into partnerships, collaborations, joint ventures, or strategic alliances with third parties. If we are unsuccessful in establishing or maintaining strategic relationships with these third parties or if these third parties fail to deliver certain operational services, our business, operating results, and financial condition could be adversely affected.
  • Banking relationships in the digital asset space have historically been difficult to obtain and maintain. Loss of a critical banking or insurance relationship could adversely impact our business, operating results, and financial condition.
  • We currently rely on third-party service providers for certain aspects of our operations, and any interruptions in services provided by these third parties may impair our ability to support our users.
  • We may suffer losses as a result of our staking activity and related user services.
  • We may provide loans to our users, which would expose us to credit risks and may cause us to incur financial or reputational harm.
  • We rely on our agreement with WebBank to offer the Gemini Credit Card. If our relationship with WebBank were to end, the ability to continue to offer the Gemini Credit Card would be affected.
  • The Gemini Credit Card is subject to increasingly sophisticated frauds that can be difficult to detect, including income and identity misrepresentation and credit bust-out schemes. Such fraud schemes could have a material adverse impact on our credit card business.
  • There can be no assurance that our launch of our co-branded credit cards will be successful in generating a recurring stream of revenue.
  • We hold certain investments in various crypto assets and may suffer losses.
  • There can be no assurance that Gemini Predictions will gain sufficient user adoption or market share, and there is no guarantee that it will generate meaningful revenue for our business.
  • The redemption risk and regulatory risk associated with stablecoins may adversely affect our business and financial position.
  • Due to unfamiliarity and some negative publicity associated with digital asset platforms, existing and potential users may lose confidence in digital asset platforms.
  • Our users may deposit and withdraw digital assets into and from our platform, and errors which occur with respect to such deposits and withdrawals could result in loss of some or all of a user’s assets, user disputes, and other liabilities, which could adversely impact our business, operating results, and financial condition.
  • A temporary or permanent blockchain fork to any supported digital asset could adversely affect our business.
  • We currently support, and expect to continue to support, certain smart contract-based digital assets. If the underlying smart contracts for these digital assets do not operate as expected, or if the fundamental premise of smart contract acceptance or function shifts, our business, could be adversely affected.
  • Failure to maintain adequate recordkeeping of electronic communications could expose the Company to regulatory risks, operational liabilities and reduce our ability to address legal actions.
  • If miners or validators of any supported digital asset demand high transaction fees, our operating results may be adversely affected.
  • Future developments regarding the tax treatment of digital assets could adversely impact our business.
  • Our tax information reporting obligations with respect to digital asset transactions are subject to change.
  • The nature of our business requires the application of complex financial accounting rules, and there is limited guidance from accounting standard setting bodies on certain topics. If financial accounting standards undergo significant changes, our operating results could be adversely affected.
  • Risks Relating to Regulatory and Legal Matters
  • The digital asset industry is still novel. As a result, many policymakers are just beginning to consider what a regulatory regime for digital assets would look like and the elements that would serve as the foundation for such a regime. This less developed consideration of digital assets may harm our ability to effectively react to proposed legislation and regulation of digital assets or digital asset platforms adverse to our business.
  • It may be illegal now, or in the future, to acquire, own, hold, sell, or use bitcoin or other digital assets, participate in blockchains or utilize similar digital assets in one or more countries, which would adversely affect our business operations.
  • A particular digital asset, digital asset transaction, or product or service offering’s status as a security or sold as part of a securities transaction in any relevant jurisdiction is subject to a high degree of uncertainty. If we incorrectly conclude that a digital asset, digital asset transaction, or product or service offering is not offered and sold as a security or securities transaction, we may be subject to regulatory scrutiny, inquiries, investigations, fines, and other penalties, which may adversely affect our business, operating results, and financial condition.
  • There is significant uncertainty regarding the status of staking activities under the U.S. federal securities laws, state law, and non-U.S. law.
  • The tokenization of securities could introduce substantial risks and uncertainties.
  • The applicability of certain preexisting laws and regulations to our prediction markets business is uncertain and Gemini Predictions could become subject to, or the target of, a regulatory or enforcement action.
  • Certain transactions in digital assets on our digital asset exchange platform may constitute “retail commodity transactions” subject to regulation by the CFTC as futures contracts. If transactions in digital assets on our platform are deemed to be such retail commodity transactions, we would be subject to additional regulatory requirements, licenses and approvals, and potentially face regulatory enforcement, civil liability, and significant increased compliance and operational costs.
  • Particular digital assets or transactions therein on our exchange platform could be deemed “commodity interests” (e.g., futures, options, swaps) or security-based swaps subject to regulation by the CFTC or SEC, respectively. If a digital asset or digital asset transaction on our exchange platform is deemed a commodity interest or a security-based swap, we would be subject to additional regulatory requirements, registrations and approvals, and potentially face regulatory enforcement, civil liability, and significant increased compliance and operational costs.
  • The Gemini Credit Card is subject to various laws, regulations, and industry standards, all of which are subject to change and some of which are subject to uncertain interpretation.
  • We are subject to an extensive, highly-evolving, and uncertain regulatory landscape and any adverse changes to, or our failure to comply with, any laws and regulations could adversely affect our brand, reputation, business, operating results, and financial condition.
  • If we expand our international operations, our obligations to comply with the laws, rules, regulations, and policies of a variety of jurisdictions will increase and we may be subject to inquiries, investigations, and enforcement actions by U.S. and non-U.S. regulators and governmental authorities, including those related to sanctions, export control, and AML.
  • We are, and may continue to be, subject to material litigation, including individual and class action lawsuits, as well as investigations and enforcement actions by regulators and governmental authorities. These matters are often expensive and time consuming, and, if resolved adversely, could harm our business, operating results, and financial condition.
  • Our compliance and risk management methods might not be effective and may result in a regulatory enforcement action and other outcomes that could adversely affect our reputation, operating results, and financial condition.
  • Our consolidated balance sheets may not contain sufficient amounts or types of regulatory capital to meet the changing requirements of our various regulators worldwide, which could adversely affect our business, operating results, and financial condition.
  • We are subject to significant legal and compliance risks and expenses relating to the NYDFS Cybersecurity Regulation.
  • Any failure to obtain or maintain necessary money transmission registrations and licenses could adversely affect our operations.
  • We obtain and process a large amount of personal data, including sensitive data. Any real or perceived improper use of, disclosure of, or access to such data could harm our reputation, as well as have an adverse effect on our business.
  • We are subject to laws, regulations, and industry requirements related to data privacy, data protection and information security, AI, and user protection across different markets where we conduct our business, and such laws, regulations, and industry requirements are constantly evolving and changing. Any actual or perceived failure to comply with such laws, regulations, and industry requirements, or our privacy policies, could harm our business.
  • We are required to comply with consumer protection laws in various jurisdictions, which may lead to increased costs of compliance, potential investigations, fines, remedial requirements, potential actions by consumers against us, such as user complaints and claims for losses, as well as not being able to enforce contracts and/or other rights against our users.
  • Our acceptance of various payment methods exposes us to evolving rules, regulations, and compliance requirements. Non-compliance may adversely affect our business, operating results, and financial condition.
  • If we were deemed to be an investment company under the Investment Company Act of 1940 (the “1940 Act”), applicable restrictions likely would make it impractical for us to continue our business as currently contemplated.
  • Risks Relating to Third Parties
  • Our current and future services are dependent on payment networks, and any changes to their rules or practices could adversely impact our business.
  • We depend on major mobile operating systems and third-party platforms for the distribution of certain products. If Google Play, the Apple App Store, or other platforms prevent users from downloading our apps, our ability to grow may be adversely affected.
  • Risks Relating to Intellectual Property
  • Our intellectual property rights are valuable, and any inability to protect them could adversely impact our business, operating results, and financial condition.
  • We may be sued by third parties in the future for alleged infringement of their trademark, patent, and other intellectual and other proprietary rights.
  • NFTs previously sold on Nifty Gateway may infringe on or otherwise violate the intellectual property rights of others, including possible copyright and trademark infringement.

Legal proceedings

From time to time, we may be subject to various legal proceedings and claims that arise in the ordinary course of our business activities. The results of litigation and claims cannot be predicted with certainty. Refer to “Risk Factors—Risks Relating to Our Business and Industry—We are, and may continue to be, subject to material litigation, including individual and class action lawsuits, as well as investigations and enforcement actions by regulators and governmental authorities. These matters are often expensive and time consuming, and, if resolved adversely, could harm our business, operating results, and financial condition.” and Note 22. Commitments and Contingencies and Note 23. Subsequent Events to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for a summary of legal proceedings to which we are a party.

The opening of Item 3, Legal Proceedings.5

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