Inside the Gemini IPO: How Initial Public Offerings Work and What Investors Should Know

Wall Street sign with a glowing Nasdaq ticker board behind it. In the center, bold digital display with GEMI stock symbol glowing.

On a warm Friday morning, September 12th, 2025, in New York, the name GEMI appeared on the Nasdaq screens. Shares of Gemini Space Station, better known simply as Gemini, the crypto exchange founded by Cameron and Tyler Winklevoss, began trading publicly for the very first time.

The debut carried all the drama Wall Street loves about an IPO. The deal was priced late Thursday at $28 per share, above the previously marketed range of $24 to $26, which had itself been raised from an initial $17 to $19 just a week earlier. When the opening bell rang, demand surged. Shares opened at $37.01, a 32% premium to the IPO price, soared to nearly $46 intraday, and eventually settled at $32, still up 14% from where institutions and early retail allocations had bought in.

Headlines celebrated the "pop." However, for investors watching from the sidelines, or holding new shares through a retail brokerage like Robinhood or SoFi, the bigger story is what this debut reveals about the inner workings of an IPO. Gemini is a case study in how companies go from private to public, how shares are priced and allocated, and what risks and opportunities emerge along the way.

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Gemini's IPO illustrates how offerings work: file an S-1, market the deal to investors, set price and allocations with underwriters, then list on an exchange where the opening auction balances orders to determine the first trade.

S-1 Filing IPO Requirements: The First Step Toward Going Public

Long before a company rings the opening bell, it has to file paperwork with the Securities and Exchange Commission. For Gemini, that process began in July 2025, when it submitted its S-1 registration statement.

The S-1 is a prospectus and transparency document combined. It contains the company's audited financial statements, details about its business model, risk factors, ownership breakdown, and the intended use of the funds raised. Investors can think of it as the "syllabus" of the IPO—it tells you what you're really buying.

All IPOs begin with an S-1 registration statement. You can view any company’s filing on the SEC EDGAR company search.

In Gemini's case, the filing revealed both opportunities and risks. On the opportunity side, the firm held $21 billion in customer assets and had diversified its offerings into custody, a crypto-backed credit card, and a new partnership with Ripple. On the risk side, the S-1 made clear that the company was deeply unprofitable, reporting a net loss of $159 million in 2024 and another $283 million loss in just the first half of 2025.

Key point: These numbers became the foundation for every investor's evaluation. Without an S-1, there is no IPO.

These numbers became the foundation for every investor's evaluation. Without an S-1, there is no IPO.

Finding the Right Price

Once the filing is public, the next step is figuring out what the market is willing to pay. That's where the "roadshow" comes in.

Gemini's bankers—Goldman Sachs, Citigroup, and Morgan Stanley—took executives on a tour of institutional investors: mutual funds, hedge funds, pension managers. Over Zoom calls and conference rooms, they pitched the company's growth story while fielding tough questions about losses, regulation, and crypto competition.

As orders came in, the underwriters built what's known as a book of demand. At first, Gemini expected to price shares between $17 and $19. When demand proved stronger than anticipated, the range was raised to $24 to $26. Ultimately, the deal was priced at $28, indicating that investors were willing to pay more than initially anticipated.

At that level, Gemini sold 15.2 million shares, raising the maximum targeted $425 million. The offering valued the company at about $3.3 billion before trading began.

Underwriters test demand during the roadshow and use that feedback to set the IPO price range and final pricing, a process often called book-building (source: Investopedia).

Who Actually Buys in the IPO?

It's a common misconception that the public can just log in and grab IPO shares. In reality, the first allocations almost always go to large institutions.

Here's how it worked in Gemini's case. The underwriters, namely the same Wall Street banks, committed to purchasing all 15.2 million shares from Gemini at $28 apiece. They then distributed those shares to their institutional clients who had placed orders during the roadshow. Big funds get the first bite.

Retail investors did get a rare opportunity. Up to 30% of Gemini's IPO shares were reserved for trading apps like Robinhood, SoFi, Webull, and international platforms such as Futu and Moomoo. That meant that every day, investors who applied for allocations had a chance to buy at the same $28 price, something usually reserved for the Wall Street elite.

But what about the Winklevoss twins, early venture capitalists, and Gemini employees who hold stock or options? They didn't sell into this IPO, at least not yet. Like most insiders, they're bound by a lock-up period, typically 180 days, that prevents them from cashing out immediately. This keeps a flood of shares from hitting the market too soon. For Gemini, that lock-up will expire in March 2026, at which point insiders will be free to sell, potentially creating fresh volatility.

Lock-up watch: For Gemini, the 180-day lock-up expires in March 2026. Insider selling may add volatility around that date.

📊 Who Gets IPO Shares?

Group Access to IPO Shares Price Restrictions
Institutional Investors Allocated via underwriters $28 Can trade immediately
Retail (Robinhood, SoFi, Webull) Limited allocation (up to 30%) $28 Can trade immediately
Founders, VCs, Employees Pre-IPO holdings N/A Lock-up (180 days, until March 2026)

IPO First-Day Pop Explained: How $28 Became $37

The day after pricing, shares are listed on an exchange; in this case, the Nasdaq. But how does the first trade get set?

Nasdaq runs an opening auction, balancing all the buy and sell orders that came in overnight. For Gemini, demand vastly outweighed supply. That imbalance pushed the opening price up to $37.01, well above the IPO level. Traders refer to this as a "pop."

On the one hand, it's a win for those who got in at $28; they instantly held shares worth more. On the other hand, it raises the age-old IPO question: did the bankers underprice the stock and leave money on the table? If Gemini could open at $37, maybe the company could have sold those same shares for more and raised additional capital.

Still, the pop created buzz, headlines, and a sense of success for a crypto exchange trying to prove itself on Wall Street, which mattered.

Why Go Public in the First Place?

For Gemini, raising $425 million is only part of the story. The IPO also offers several strategic benefits.

Initially, it ultimately offers liquidity to early backers. Venture capital firms and the Winklevoss twins themselves can convert paper wealth into real dollars once the lock-up expires.

Second, it provides the company with the currency for growth. Publicly traded stock can be used for acquisitions, employee compensation, or as collateral for borrowing.

Third, it confers credibility. Being listed on Nasdaq puts Gemini on the same stage as Coinbase and Circle, and the $50 million strategic investment from Nasdaq itself underscores that institutional finance is taking Gemini seriously.

Finally, it creates an ongoing market valuation. Investors, employees, and competitors now have real-time insight into how the market values Gemini's business. That price will fluctuate, but it's a benchmark the company never had before.

IPO Lock-Up Expiration Risks and Other Hidden Challenges

Of course, IPOs aren't just about celebrations and ticker tape. Gemini's financials paint a sobering picture. Losses are widening, competition is fierce, and the company's fortunes remain tied to the boom-and-bust cycles of crypto markets. If bitcoin and ether stall, so could Gemini's revenue.

Investors should also remember that the IPO pop isn't guaranteed. Some companies stumble on their first day, while others soar only to fall back within weeks. What happens when the lock-up ends in March 2026 could be just as consequential as what happened on day one.

And then there's the broader backdrop: regulators worldwide continue to scrutinize crypto exchanges. A change in policy or enforcement could quickly reshape Gemini's path.

📊 Comparing Crypto IPOs

Company IPO Year First-Day Pop Current Status
Coinbase (COIN) 2021 +31% Public, trading below debut highs
Circle (CRCL) 2024 +12% Profitable, strong, stablecoin adoption
Bullish 2024 +8% Moderate SPAC debut
Gemini (GEMI) 2025 +14% Loss-making, volatile debut

Lessons for Investors

For anyone intrigued by Gemini, or IPOs in general, this debut offers a playbook on how the process works.

It starts with an S-1 filing, where transparency begins. It moves through roadshows and book-building, where demand sets the price. It highlights the realities of allocations, where institutions often come first, retail second, and insiders later. It culminates in the opening auction, where supply and demand dictate the first trade. And it evolves over months, as lock-ups expire and the market weighs the company's fundamentals against the hype.

Whether you believe in Gemini's future or not, understanding these mechanics makes you a sharper investor. IPOs are more than just headlines about "pops." They're windows into how capital markets function, and reminders that opportunity always comes with risk.

Reminder: IPOs are more than just headlines about "pops." They are windows into how capital markets function, and opportunity always comes with risk.

Looking Ahead

Gemini's debut marks another milestone in the crypto industry's uneasy embrace of Wall Street. For Cameron and Tyler, who once fought to launch the first bitcoin ETF a decade before it was allowed, taking their exchange public is both a business decision and a symbolic victory.

Now, the hard part begins. Gemini must prove it can scale beyond trading fees, stem its losses, and compete with giants like Coinbase and Circle. The market will decide whether this IPO was just a short-term spectacle or the foundation of a long-term success story.

Either way, for investors paying attention, Gemini's IPO has already delivered something valuable: a real-world master class in how initial public offerings work.

Initial Public Offerings (IPO): Frequently Asked Questions
What is the S-1 and what does it include?
The S-1 is a prospectus and transparency document combined. It includes audited financials, the business model, risk factors, ownership breakdown, and intended use of funds.
How do underwriters set the IPO price?
They conduct a roadshow, collect orders, and build a book of demand. Strong interest can raise the price range before final pricing.
Who gets access to IPO shares?
Institutions typically get first allocations via underwriters. Retail platforms may receive limited allocations. Insiders are usually subject to a lock-up period.
Why do first trades sometimes open above the IPO price?
The exchange's opening auction balances orders. If demand outweighs supply, the opening price can jump, creating a pop.
What are the main reasons to go public?
Raise capital, provide liquidity after the lock-up, use stock for growth initiatives, gain credibility, and establish a real-time market valuation.
What risks can impact new IPOs?
Widening losses, competition, regulatory scrutiny, post-pop declines, and volatility when insider lock-ups expire.

Planning Playbook: How to Approach IPO Investing

IPOs like Gemini's grab headlines, but smart investors treat them as one piece of a broader wealth strategy. Before jumping into the next big offering, consider these key steps:

  • Evaluate the fundamentals: Review the S-1 filing for profitability, growth potential, and risks before buying shares.
  • Understand allocation reality: Most IPO shares go to institutions. Retail access is limited, so don't count on a large allocation at the IPO price.
  • Plan for volatility: IPO pops can fade quickly, and lock-up expirations often bring insider selling pressure.
  • Think tax-first: If you already own pre-IPO shares or equity compensation, plan for liquidity events, AMT exposure, and potential capital gains.
  • Fit it into your portfolio: Avoid overconcentration. IPO excitement shouldn't derail diversification or long-term goals.

Bottom line: IPOs can be opportunities, but they're rarely "get-rich-quick" moments. Treat them as part of a disciplined investment plan, not a lottery ticket.

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ABOUT THE AUTHOR

Mark Stancato, CFP®, EA, ECA, CRPS®

Mark Stancato, CFP®, EA, ECA, CRPS® has over 20 years of experience advising high-net-worth clients, including tech executives, real estate investors, and entertainment professionals. He specializes in tax strategy, equity compensation, and multi-stream income planning—offering white-glove guidance and highly personalized financial solutions.

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