"Legal" Ponzi Scheme? Uncovering Gemini Exchange and Its Founders' Circular Lending

Author|Protos Staff

Compiled| WuBlockchain

TL;DR: Key Points from Gemini's 10-K Report and Internal Lending Cycle

·Shuffling Funds Between Hands: Founders' WCF lent crypto assets to Gemini, which then collateralized them with third parties to obtain USD loans, forming an internal circular lending scheme.

·Cheap Acquisition of Control: During the IPO, founders' debt was converted into super-voting shares at a 20% discount. Retail investors bought in at high prices, while the founders secured 94.7% voting control.

<极简主义风格，只翻译核心内容，去除冗余解释>

·Sword of Damocles

Cameron and Tyler Winklevoss lent thousands of Bitcoin ($BTC) and Ethereum ($ETH) to their own crypto exchange Gemini through their private investment firm Winklevoss Capital Fund (WCF). Gemini then used these crypto assets as collateral with On September 15, 2025, the exchange went public at $28 per share and converted $695.6 million of WCF debt into super-voting Class B shares at a 20% discount, giving the twins direct control of 94.7% of Gemini's voting power.

Attached X platform post:

This is all a circular Ponzi scheme:

Borrow BTC from related party WCF; collateralize that BTC with lenders to get USD loans (involving Galaxy, bond issuance, NYDIG).

Deloitte issued an unqualified audit opinion: no Key Audit Matters (KAM), and said nothing about related parties, liquidity, going concern...

How is any of this legal?

Here is the basic flow of funds. The twins' WCF lent BTC and ETH to Gemini under open-term agreements.

Gemini then used these borrowed crypto assets as collateral with third-party lenders. Galaxy Digital provided a $116.5 million loan at 11–12% interest with a 145–155% collateral ratio. NYDIG provided $75 million via a repurchase agreement at 8.5%.

Gemini used this USD capital for operations and regulatory requirements.

The exchange is now listed on Nasdaq under the ticker GEMI.

It also repaid $238.5 million under the Ripple warehouse credit facility, though $154 million in Ripple debt remained outstanding at year-end.

However, the twins' own debt was not repaid in cash.

A and B shares differ only in voting rights and distribution. Otherwise, they have identical par value, dividend rights, and B shares are convertible to A shares on a one-to-one basis.

Retail paid $28, Winklevoss paid only $22.40

This discount is the core of how this circular operation harms ordinary shareholders.

WCF lent crypto to Gemini. Then,Gemini collateralized these borrowed assets to secure more loans. Specifically, Galaxy and NYDIG lent USD to Gemini for its operations.

Then, Gemini issued equity to WCF at a discount during the same IPO where retail paid 20% more.

Further reading: Sources say Winklevoss twins pulled $280 million out before Genesis collapse

In 2025, Gemini paid WCF $24.2 million in lending fees.

Despite being public, the co-founders retain overwhelming voting control.

Additionally, per crypto researcher Emmett Gallic citing Arkham Intelligence data, WCF held about 8,757 BTC in Gemini Custody addresses.

Deloitte Issues Unqualified Audit Opinion

The twins could shake the foundations of this exchange they control with a simple written notice.

Gemini's secondary market price has crashed 88% from its IPO price. "Gemini Space Station" is its legal name,寓意火箭升空, but it's now ironic. It opened at $37.01 on its first IPO day.

It's now just $4.42 per share.

Gemini set its IPO price at $28 on September 11, 2025. It opened at $37.01 the next day, briefly hit a high of $45.89, then began its decline. After hitting a 52-week low of $3.91 on Monday, it closed at $4.42 on March 31, 2026, down 88% from its opening price.

Market cap has collapsed from over $3.8 billion to about $520 million. Citigroup, Cantor, Truist, and Evercore have all downgraded the stock to "Sell".

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