공시 • Mar 20
Pomerantz Law Firm Files Class Action Against Gemini Space Station, Inc. and Certain Officers
Pomerantz LLP announced that a class action lawsuit has been filed against Gemini Space Station, Inc. ("Gemini" or the "Company") 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"). 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 experience"; (2) Gemini would reduce its workforce by 25%; and (3) Gemini would exit the United Kingdom, European Union, and Australian markets.