Gemini Space Station (GEMI) Registration Filing summary

Company overview and business model

• Operates a global digital asset exchange, custody, and crypto financial services platform serving retail and institutional users in over 60 countries.

• Core offerings include spot and derivatives trading, staking, OTC desk, regulated stablecoin, credit card, and NFT marketplace.

• As of July 31, 2025: 549,000 monthly transacting users, 10,000 institutions, $21B+ assets on platform, $285B+ lifetime trading volume, $830B+ transfers processed.

• Emphasizes security, compliance, and regulatory licensing, holding money transmission licenses in all required U.S. states and operating regulated entities globally.

• Business model monetizes transaction fees, custody, staking, credit card, and NFT marketplace fees.

Financial performance and metrics

• FY 2024: $142.2M total revenue, $(158.5)M net loss, $(13.2)M Adjusted EBITDA; 69.7% of revenue from transaction fees.

• 1H 2025: $68.6M total revenue, $(282.5)M net loss, $(113.5)M Adjusted EBITDA; 65.5% of revenue from transaction fees.

• 1H 2025: 523,000 monthly transacting users, $18.2B assets on platform, $24.8B trading volume, 23,115 credit card sign-ups.

• Revenue and profitability highly sensitive to crypto asset prices and trading volumes; significant operating losses and negative cash flow in recent periods.

• Substantial related party loans and convertible debt, with conversion to equity at IPO; $641M pro forma cash post-offering.

Use of proceeds and capital allocation

• Estimated $432.5M net proceeds (at $25/share IPO price) from IPO and concurrent $50M private placement with Nasdaq, Inc.

• Proceeds intended for general corporate purposes: product development, G&A, capital expenditures, and repayment of third-party debt.

• Management retains broad discretion over allocation of proceeds.