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Common Units & Common Stock
 9 Months Ended
Sep. 30, 2025
Equity [Abstract]  
Common Units & Common Stock Common Units & Common Stock
In September 2025, the Company completed its IPO, in which the Company issued and sold 15.9 million shares of its Class A common stock at a public offering price of $28.00 per share, which includes the exercise in full by the underwriters of their option to purchase from the Company an additional 0.3 million shares of the Company’s Class A common stock and 0.5 million shares of the Company’s Class A common stock from the selling stockholders. The sale of shares by the selling stockholders did not result in any proceeds to the Company. Concurrent with the IPO, Nasdaq entered into an agreement with us to purchase 1.9 million shares of Class A common stock in a private placement at $26.25 per share.
The Company authorized a total of 1.0 billion shares of Class A common stock with a par value of $0.001 per share and 100.0 million shares of Class B common stock with a par value of $0.001 per share. As of September 30, 2025, the Company had 42,518,964 shares of Class A common stock and 75,126,784 shares of Class B common stock issued and outstanding.

The holders of Gemini's Class A common stock are entitled to one vote for each share of common stock held. The holders of Gemini's Class B common stock are entitled to ten votes for each share of common stock held. Holders of Class A common stock and Class B common stock generally vote together as a single class on all matters submitted to a vote of the stockholders of the Company.

The dividend and liquidation rights of the holders of our Class A and Class B common stock are subject to declarations by the board and any restrictions imposed by the terms of any outstanding preferred stock. Upon liquidation, dissolution or winding up of the Company, assets legally available for distribution to stockholders will be distributed ratably among the holders of Class A and Class B common stock, subject to prior satisfaction of all outstanding debts and other liabilities and the payment of liquidation preferences, if any, on any outstanding preferred stock.

Shares of Class B common stock are convertible at any time at the option of the holder into shares of Class A common stock on a one-to-one basis. In addition, each share of Class B common stock will automatically convert into a share of Class A common stock upon a transfer, except for certain permitted transfers described in our amended and restated articles of incorporation, and in certain other circumstances. Further, all outstanding shares of Class B common stock will automatically convert into Class A common stock upon the earliest of (i) the death or disability of the last surviving founder or (ii) the date the founders and their permitted transferees collectively hold less than 20% of the Class B common stock outstanding immediately following the closing of our initial public offering.

All outstanding shares of our Class A and Class B common stock are fully paid and non-assessable. Holders of our Class A and Class B common stock do not have preemptive, subscription, redemption, or sinking fund rights. The rights of holders of our Class A common stock are subject to and qualified by the rights, powers, and preferences of the holders of any preferred stock that we may issue from time to time.

Prior to the IPO, the Company issued three classes of Common Units, including Basic Common Units, Catch Up Common Units, and Capital Common A Units. In connection with the IPO, all outstanding shares of Common Units were converted into shares of Class A common stock and Class B common stock at the IPO price of $28.00 per share. As such, there were no shares of Common Units that were issued and outstanding as of September 30, 2025. The following Common Units were converted to Class A and Class B common stock upon IPO: 1.1 million Basic Common Units outstanding were converted to 0.3 million shares of Class A common stock; 15.0 million Capital Common A Units outstanding were converted to 4.6 million shares of Class B common stock; 55.2 million Incentive Units (inclusive of phantom units) outstanding were exchanged for 5.0 million shares of Class A common stock in respect of vested Incentive Units, 4.4 million shares of restricted Class A common stock in respect of unvested Incentive Units, and less than 0.1 million shares of Class B common stock in respect of Incentive Units held by the Company's founders.

Also, in connection with the IPO, all outstanding shares of convertible preferred units were converted into 15.1 million shares of Class A common stock and 39.4 million shares of Class B common stock, pursuant to the conversion ratio. See Note 17. Preferred Units & Preferred Stock for further details.

Lastly, in connection with the IPO, approximately $228.0 million in aggregate principal amount (plus accrued and unpaid interest thereon) in the Convertible Notes outstanding automatically converted into 10.2 million shares of Class B common stock, pursuant to the terms at a price per share equal to $22.40, or 80% of the IPO price of $28.00 per share. See Note 13. Related Party Loans and Convertible Notes for further details.
Preferred Units & Preferred Stock
Series FF Units

In 2018, the Company issued a total of 1,000,000 Series FF preferred units ("Series FF Units") to its founders, Cameron and Tyler Winklevoss, which remained outstanding as of December 31, 2024. In connection with the IPO, all Series FF units were forfeited. As such, there were no Series FF units outstanding as of September 30, 2025.

Convertible Preferred Units

As of December 31, 2024, the Company had 30,954,820 Series A preferred units (“Series A Units”) and 8,887,101 Series B preferred units (“Series B Units”), collectively the "Convertible Preferred Units", that were issued and outstanding. In connection with the IPO in September 2025, all outstanding shares of the Convertible Preferred Units were converted into shares of Class A common stock and Class B common stock based on the terms of the conversion ratio, and their carrying value of $534.4 million was reclassified into stockholders' equity. As such, there were no shares of Convertible Preferred Units issued and outstanding as of September 30, 2025.

The following schedule summarizes the Company’s authorized, issued and outstanding Convertible Preferred Units as of December 31, 2024 (in thousands, except per unit data):

SeriesUnits AuthorizedUnits Issued and OutstandingOriginal Price per UnitLiquidation PreferenceCarrying Value, Net of Issuance Cost
Series A-114,756 14,756 $0.71 $21,078 $10,539 
Series A-2738 738 $0.19 284 142 
Series A-3970 970 $9.72 18,860 9,430 
Series A-45,676 5,676 $7.90 89,700 44,850 
Series A-51,486 1,486 $8.35 24,800 12,400 
Series A-64,091 4,091 $3.12 25,500 12,750 
Series A-73,238 3,238 $6.61 42,800 21,400 
Series B8,910 8,887 $47.70 423,903 422,857 
39,865 39,842 $646,925 $534,368 

Preferred Stock

In connection with the IPO in September 2025, the Company authorized 20,000,000 shares of preferred stock for issuance, at a par value of $0.001 per share. No shares of preferred stock were issued and outstanding as of September 30, 2025.