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Gemini’s 10-K reveals loan loop between exchange and founders

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Gemini’s 10-K reveals loan loop between exchange and founders

Cameron and Tyler Winklevoss lent their own crypto exchange, Gemini, thousands of bitcoin (BTC) and ether (ETH) through Winklevoss Capital Fund (WCF), their private investment company. Gemini then pledged that crypto as collateral with Galaxy Digital and NYDIG to raise dollar loans. 

When the exchange went public in September 2025 at $28 per share, it converted $695.6 million of WCF debt into super-voting Class B stock at a 20% discount, giving the twins 94.7% of Gemini’s voting power.

Gemini’s 10-K, filed yesterday, spelled out the entire structure. Social media users have called it a circular scheme.

Here’s the basic tale of how the money flowed. The Winklevii’s WCF lent BTC and ETH to Gemini through open-term agreements, i.e. with no fixed maturity. 

Gemini then posted that borrowed crypto as collateral with third-party lenders. Galaxy Digital extended $116.5 million in loans at 11-12% interest rates, collateralized at 145-155%. NYDIG provided $75 million through a repurchase agreement at 8.5%.

Gemini used the dollars for operations and regulatory capital requirements. 

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When the IPO closed on September 15, 2025, the exchange repaid Galaxy’s $116.5 million from $456 million in net proceeds from the IPO.

Gemini now trades on the Nasdaq under symbol GEMI.

The exchange also repaid $238.5 million under a warehouse credit facility with Ripple, though $154 million remained outstanding to Ripple at year end.

The twins’ own debt didn’t get cash repayment, however.

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Gemini converted $200 million in WCF convertible notes and $475 million in WCF term loans, plus accrued interest, into 31.1 million supervoting Class B shares at $22.40 apiece.

That conversion price was 20% below what retail investors paid for otherwise equivalent Class A shares on the same day.

Class A and B stock differ only in their voting power and ownership distribution. Otherwise, they have the same par value, rights to dividends, and liquidation preference.

Class B shares are convertible into Class A on a one‑for‑one basis.

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Retail paid $28 with the Winklevii at $22.40

The discount is where the circularity inflicted pain on regular shareholders. 

WCF lent Gemini crypto. Gemini then pledged the crypto that it had borrowed to get even more loans. Specifically, Galaxy and NYDIG lent Gemini dollars which it used to operate. 

Gemini then handed WCF equity at a discount funded by the same IPO that brought retail in 20% higher.

Read more: Sources say Winklevoss twins withdrew $280M from Genesis before it collapsed

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The SEC Form 10-K confirms that Gemini still owed WCF 4,619 BTC as of December 31, 2025. That balance was worth roughly $400 million.

Gemini paid WCF $24.2 million in loan fees in 2025.

In summary, Gemini is simultaneously debtor, custodian, and a “controlled company” according to Nasdaq corporate governance standards.

Despite being publicly traded, Gemini’s co-founders still control a majority of its voting power.

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Moreover, WCF holds roughly 8,757 BTC in Gemini Custody addresses, according to Arkham Intelligence data cited by crypto researcher Emmett Gallic. 

Deloitte signed off clean

Deloitte has issued clean audit reports on Gemini. This is despite the reality that WCF could demand repayment of its 4,619 BTC loan at any time.

The twins could destabilize the exchange they control with a single written notice.

Gemini’s public stock now trades 88% below its IPO price. “Gemini Space Station,” its legal and rocket-based name that it certainly has not lived up to, opened at $37.01 per share on its IPO day.

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It’s worth $4.42 today.

Gemini priced its IPO at $28 on September 11, 2025. It opened at $37.01 the next day and hit $45.89 before beginning a relentless decline. The stock closed at $4.42 on March 31, 2026, down 88% from the opening price, after touching a 52-week low of $3.91 this Monday

The company’s market cap has collapsed from over $3.8 billion to roughly $520 million. Citigroup, Cantor, Truist, and Evercore downgraded the stock to a Sell rating.

A class action lawsuit alleges the company misled investors about its strategy.

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Crypto World

US Law Firm Apologizes For AI Hallucinations in Filing

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US Law Firm Apologizes For AI Hallucinations in Filing

Sullivan & Cromwell’s Andrew Dietderich said the company has AI policies to prevent incorrect citations and other errors, but procedures weren’t followed on this occasion.

Wall Street law firm Sullivan & Cromwell has apologized to a federal judge after submitting a court filing that contained around 40 incorrect citations and other errors caused by AI hallucinations.

“We deeply regret that this has occurred,” Andrew Dietderich, co-head of Sullivan & Cromwell’s global restructuring team, wrote Friday in a letter to Chief Judge Martin Glenn of the US Bankruptcy Court for the Southern District of New York.

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“The Firm and I are keenly aware of our responsibility to ensure the accuracy of all submissions including under Local Bankruptcy Rule 9011-1(d), and I take responsibility for the failure to do so,” he said of an emergency motion filed nine days earlier.

Excerpt from Andrew Dietderich’s letter to Chief Judge Martin Glenn. Source: Sullivan & Cromwell

The incident highlights the risk AI tools can pose in high-stakes professional work without proper oversight. A database managed by legal technologist Damien Charlotin has recorded 1,334 incidents of AI hallucinations in court filings around the world, including more than 900 in the US.

Charlotin pointed out that most of these hallucinations involve fabricated citations, though AI-generated legal arguments have also occasionally been identified.

Dietderich said Sullivan & Cromwell has policies in place for the use of AI tools, which include a review of the citations it uses, but said the policies weren’t followed.

“Regrettably, this review process did not identify the inaccurate citations generated by AI, nor did it identify other errors that appear to have resulted in whole or in part from manual error.”

Sullivan & Cromwell is one of the largest law firms in the US by revenue, ranking 30th on the AmLaw Global 200. The firm also represented crypto exchange FTX in its bankruptcy case.

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Sullivan & Cromwell is conducting an internal investigation

Dietderich said the law firm took “immediate remedial measures,” including a full review of the circumstances that led to the errors. 

Related: Coinbase’s AI payments protocol x402 launches app store for AI agents

The firm is also “evaluating whether further enhancements to its internal training and review processes are warranted,” Dietderich said.

Dietderich also noted that the errors were spotted by a rival law firm.

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“I also called Boies Schiller Flexner LLP on Friday to thank them for bringing this matter to our attention and to apologize directly to them as well,” he said. 

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