NEW YORK, March 24, 2026 (GLOBE NEWSWIRE) -- Pomerantz LLP announces that a class action lawsuit has been filed against Gemini Space Station, Inc. (“Gemini” or the “Company”) (NASDAQ: GEMI) and certain officers. The class action, filed in the United States District Court for the Southern District of New York, and docketed under 26-cv-02261, is on behalf of a class consisting of all persons and entities other than Defendants that purchased or otherwise acquired: (a) Gemini Class A common stock pursuant and/or traceable to the Offering Documents (defined below) issued in connection with the Company’s initial public offering conducted on or about September 12, 2025 (the “IPO” or “Offering”); and/or Gemini securities between September 12, 2025 and February 17, 2026, both dates inclusive (the “Class Period”). Plaintiff pursues claims against the Defendants seeking to recover damages caused by Defendants’ violations of the federal securities laws and to pursue remedies under Sections 11 and 15 of the Securities Act of 1933 (the “Securities Act”) and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”)
If you are an investor who purchased or otherwise acquired Gemini securities during the Class Period, you have until May 18, 2026, to ask the Court to appoint you as Lead Plaintiff for the class. A copy of the Complaint can be obtained at www.pomerantzlaw.com. To discuss this action, contact Danielle Peyton at newaction@pomlaw.com or 646-581-9980 (or 888.4-POMLAW), toll-free, Ext. 7980. Those who inquire by e-mail are encouraged to include their mailing address, telephone number, and the number of shares purchased.
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Gemini was founded in 2014 to develop and operate a cryptocurrency (“crypto”) platform.
Historically, Gemini has primarily generated revenue through transaction, deposit, and other fees charged to users of its crypto platform. Accordingly, in describing the Company’s revenue growth strategy, the Offering Documents represented that Gemini was “predominantly focused on expanding [its] exchange platform via increased MTUs [monthly transacting users]”—i.e., unique users who complete at least one transaction on Gemini’s platform within a given 30-day period—“increased average daily trading volume, and increasing the number of assets available on [its] platform”. The Offering Documents (defined below) further represented that Gemini would increase MTUs through acquiring new retail and institutional users and expanding internationally.
Significantly, the Offering Documents did not disclose any intention to prioritize a prediction market (i.e., a platform enabling users to buy and sell “event contracts” – in effect, instruments wagering on the likelihood of future events).
On August 15, 2025, Gemini filed a registration statement on Form S-1 with the SEC in connection with the IPO, which, after several amendments, was declared effective on September 11, 2025 (the “Registration Statement”).
On September 12, 2025, pursuant to the Registration Statement, Gemini’s Class A common stock began publicly trading on the Nasdaq Global Select Market (“NASDAQ”) under the ticker symbol “GEMI”.
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.
The Offering Documents were negligently prepared and, as a result, contained untrue statements of material fact or omitted to state other facts necessary to make the statements made not misleading and were not prepared in accordance with the rules and regulations governing their preparation. Additionally, throughout the Class Period, Defendants made materially false and misleading statements regarding the Company’s business, operations, and prospects. Specifically, the Offering Documents and Defendants made false and/or misleading statements and/or failed to disclose that: (i) Gemini had overstated the viability of its core business as a crypto platform; (ii) Gemini had overstated its commitment to and/or the viability of growing its business through expanding its international operations; (iii) accordingly, Gemini’s post-IPO financial and business prospects were overstated; (iv) all of the foregoing raised a non-speculative risk that Gemini was poised for an expensive and disruptive restructuring; and (v) as a result, the Offering Documents and Defendants’ public statements throughout the Class Period were materially false and misleading at all relevant times.
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.
As a result of Defendants’ wrongful acts and omissions, and the precipitous decline in the market value of the Company’s securities, Plaintiff and other Class members have suffered significant losses and damages.
Pomerantz LLP, with offices in New York, Chicago, Los Angeles, London, Paris, and Tel Aviv, is acknowledged as one of the premier firms in the areas of corporate, securities, and antitrust class litigation. Founded by the late Abraham L. Pomerantz, known as the dean of the class action bar, Pomerantz pioneered the field of securities class actions. Today, more than 85 years later, Pomerantz continues in the tradition he established, fighting for the rights of the victims of securities fraud, breaches of fiduciary duty, and corporate misconduct. The Firm has recovered billions of dollars in damages awards on behalf of class members. See www.pomlaw.com.
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CONTACT:
Danielle Peyton
Pomerantz LLP
dpeyton@pomlaw.com
646-581-9980 ext. 7980
