Winklevoss brothers-founded crypto exchange Gemini has filed for an IPO, seeking to raise up to $317 million as an “emerging growth company.”
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Gemini, a crypto exchange founded by Cameron and Tyler Winklevoss, announced the launch of an initial public offering (IPO) of 16.67 million shares of Class A common stock.
Gemini Space Station a Form S-1 for IPO on Tuesday, planning to sell the shares priced between $17 and $19 per share, to raise up to $317 million.
Subject to completion, the filing comes weeks after the company to list its Class A common stock on the Nasdaq Global Select Market under the ticker GEMI on Aug. 16.
With the IPO, Gemini exchange is seeking a valuation of up to $2.22 billion, to a report by Reuters.
Goldman Sachs, Citigroup among lead bookrunners
Gemini’s IPO involves participation from prominent financial institutions, including Goldman Sachs, Citigroup, Morgan Stanley and Cantor acting as lead bookrunners.
Additional bookrunners include Evercore ISI, Mizuho, Truist Securities, Cohen & Company Capital Markets, Keefe, Bruyette & Woods, A Stifel Company, Needham & Company and Rosenblatt.
Additionally, Academy Securities, AmeriVet Securities, and Roberts & Ryan are acting as co-managers.
Gemini and the selling stockholders have granted the underwriters an option for a period of 30 days from the filing date to buy up to an additional 2.4 million shares and 103,652 shares of Class A common stock at the IPO price, less the underwriting discounts and commissions.
“We will not receive any proceeds from the sale of shares by the selling stockholders upon such exercise,” it said.
Emerging growth company
In the filing, Gemini stressed that it files for an IPO as an “emerging growth company,” which, according to the US federal securities laws, makes it subject to reduced public company reporting requirements.
“We qualify as an ‘emerging growth company’ as defined in Section 2(a)(19) of the Securities Act of 1933,” Gemini wrote, adding:
“As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements that are applicable to other companies that are not emerging growth companies.”
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As an emerging growth company with reduced reporting exemptions, Gemini disclosed that it had presented only two years of audited financial statements and omitted a compensation discussion, among other reliefs.
Gemini’s IPO filing came months after the company filed a confidential draft registration statement about its IPO in June, which allowed it to file for IPO before publicly disclosing sensitive information.
The confidential filing came the next day after Circle, issuer of the second-largest stablecoin by market capitalization, USDC (), on June 5.
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