Thomas Daniels
Gemini, the cryptocurrency exchange founded by Cameron and Tyler Winklevoss, has formally filed for an initial public offering (IPO), seeking to raise up to $317 million. The company disclosed the plan in a Form S-1 submission with the U.S. Securities and Exchange Commission (SEC), positioning itself as an “emerging growth company” under federal securities law.
The filing outlines the issuance of 16.67 million shares of Class A common stock, expected to be priced between $17 and $19 per share. If fully subscribed, Gemini’s IPO could value the company at approximately $2.22 billion, according to Reuters. Shares will be listed on the Nasdaq Global Select Market under the ticker symbol GEMI.
Major Wall Street Underwriters on Board
The offering is backed by leading financial institutions. Goldman Sachs, Citigroup, Morgan Stanley, and Cantor will serve as lead bookrunners. Additional participants include Evercore ISI, Mizuho, Truist Securities, Cohen & Company Capital Markets, Keefe, Bruyette & Woods, Needham & Company, Rosenblatt, and Stifel. Co-managers such as Academy Securities, AmeriVet Securities, and Roberts & Ryan will also support the transaction.
The underwriters hold a 30-day option to purchase up to 2.4 million additional shares and 103,652 shares of Class A common stock at the IPO price, excluding discounts and commissions. However, Gemini emphasized that it will not receive proceeds from shares sold by existing stockholders.
Emerging Growth Company Status
Gemini highlighted its qualification as an emerging growth company, a designation under the Securities Act of 1933. This status allows it to take advantage of reduced disclosure requirements, including the submission of only two years of audited financial statements and the omission of executive compensation details.
The exchange stated:
“We qualify as an ‘emerging growth company’ as defined in Section 2(a)(19) of the Securities Act of 1933. As a result, we intend to rely on exemptions from certain disclosure requirements applicable to other companies.”
Timeline and Context
This public filing follows Gemini’s confidential draft registration in June, a move that allowed the firm to keep sensitive financial details private during early regulatory review. The announcement came shortly after Circle, the issuer of the USDC stablecoin, began trading on the New York Stock Exchange on June 5.
Gemini’s IPO marks another significant step in the broader push by cryptocurrency companies to gain traction on U.S. capital markets, signaling heightened investor interest despite volatile sector conditions.
