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As detailed below, the complaint alleges that the Company and its executives violated federal securities laws by making false and/or misleading statements and/or failing to disclose that: (1) Gemini had overstated the viability of its core business as a crypto platform; (2) Gemini had overstated its commitment to and/or the viability of growing its business through expanding its international operations; (3) accordingly, Gemini's post-IPO financial and business prospects were overstated; (4) all of the foregoing raised a non-speculative risk that Gemini was poised for an expensive and disruptive restructuring; and (5) as a result, the Offering Documents and Defendants' public statements throughout the Class Period were materially false and misleading at all relevant times.
On September 15, 2025, Gemini filed the prospectus for the IPO on Form 424B4 with the SEC in connection with the IPO, which incorporated and formed part of the Registration Statement (together, the "Offering Documents").
Pursuant to the Offering Documents, Gemini issued 15,178,572 shares of the Company's Class A common stock to the public at the Offering price of $28.00 per share for proceeds, before expenses, of $398,437,515 to the Company.
On December 10, 2025, Gemini announced that it would launch a prediction market and offer event contracts to its U.S. customers. At this time, however, the Defendants gave no indication that the Company was poised for an abrupt corporate pivot to a prediction-market-centric business model.
The truth began to emerge on February 5, 2026, when Gemini filed a Regulation FD disclosure on Form 8-K with the SEC, announcing the publication of a blog post authored by Defendants Tyler and Cameron Winklevoss. In this blog post, the Winklevoss brothers announced a corporate pivot to "Gemini 2.0", describing three dramatic changes to Gemini's operations: (1) Gemini's prediction market would be "more front and center in our experience"; (2) Gemini would reduce its workforce by 25%; and (3) Gemini would exit the United Kingdom, European Union, and Australian markets.
On this news, Gemini's Class A common stock price fell $0.64 per share, or 8.72%, to close at $6.70 per share per share on February 5, 2026.
Then, on February 17, 2026, Gemini issued a Current Report on Form 8-K, announcing the departure of Defendant Marshall Beard, its former Chief Operating Officer ("COO"), Defendant Dan Chen, its former Chief Financial Officer ("CFO"), and Tyler Meade, Gemini's former Chief Legal Officer. The Company also offered "preliminary unaudited estimates" of its financial results for the fiscal year ended December 31, 2025, including net revenue of $165 million to $175 million and operating expenses of $520 million to $530 million, an increase of approximately 40% from the previous fiscal year.
On this news, Gemini's stock price fell $0.975 per share, or 12.9%, to close at $6.585 per share on February 17, 2026.
On or after February 17, 2026, Defendants updated the live version of the Winklevoss brothers' blog post referenced above, adding language that explicitly tied Gemini's restructuring to the departure of Defendant Chen, Defendant Beard, and Tyler Meade from the Company.
The court-appointed lead plaintiff is the investor with the largest financial interest in the relief sought by the class who is adequate and typical of class members who directs and oversees the litigation on behalf of the putative class. Any member of the putative class may move the Court to serve as lead plaintiff through counsel of their choice, or may choose to do nothing and remain an absent class member. Your ability to share in any recovery is not affected by the decision to serve as a lead plaintiff or not.
Faruqi & Faruqi, LLP also encourages anyone with information regarding Gemini's conduct to contact the firm, including whistleblowers, former employees, shareholders and others.
To learn more about the Gemini Space Station class action, go to www.faruqilaw.com/GEMI or call Faruqi & Faruqi partner Josh Wilson directly at 877-247-4292 or 212-983-9330 (Ext. 1310).
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SOURCE Faruqi & Faruqi, LLP
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