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6-K 1 blsh20260122_6k.htm FORM 6-K blsh20260122_6k.htm

     

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

 

For the month of February 2026

 

Commission File No. 001-42797

 

BULLISH

 

Office 101, 103, 105 Suite 70202, Unit 7A-2B, 2nd Floor

Building A, Block 7, 60 Nexus Way, Camana Bay,

George Town, Grand Cayman, Cayman Islands, KY1-9005

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F ☒ Form 40-F ☐

 







 

INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

 

 

On February 5, 2026, Bullish issued a press release titled “Bullish Reports Fourth Quarter 2025 Results.” A copy of the press release and the earnings presentation are furnished as Exhibits 99.1 and 99.2, respectively, to this report on Form 6-K.

 

 

 

INDEX TO EXHIBITS

 

Exhibit No.

Description

99.1

Bullish Reports Fourth Quarter 2025 Results

99.2

Fourth Quarter 2025 Earnings Presentation

 







 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

BULLISH

     

Date: February 5, 2026

By:

/s/ Jose A. Torres

   

Jose A. Torres

   

Chief Accounting Officer

 

 
EX-99.1 2 ex_910635.htm EXHIBIT 99.1 ex_910635.htm

Exhibit 99.1

 

Bullish Reports Fourth Quarter 2025 Results

 

 

Q4’2025 Digital asset sales of $64.3 billion and Net income of $(563.6) million

 

 

Bullish posts record Adjusted revenue, Adjusted EBITDA, and Adjusted net income for Q4’2025

 

 

Bullish beats guided range on Subscription, services, & other revenue and in-line with guided range on Adjusted operating expense in Q4’2025

 

 

Q4’2025 Adjusted revenue of $92.5 million and Adjusted EBITDA of $44.5 million

 

 

Bullish options trading surpasses $9B in options trading volume and reaches open interest high of $4B (open interest data through January 31, 2026)

 

Cayman Islands, February 5, 2025 – Bullish (NYSE: BLSH), an institutionally focused global digital asset platform that provides market infrastructure and information services, today announced financial results for the fourth quarter ended December 31, 2025.

 

Tom Farley, CEO: “I believe that we are at a turning point for digital assets. For all of crypto’s extreme volatility and cyclicality, the vision of faster, better, cheaper, permissionless capital is being unlocked in real-time to bring everything onchain. What I envision immediately ahead for this industry - and, particularly for Bullish, is why I came to the digital assets space.”

 

David Bonanno, CFO: "I’m proud of our financial results for the quarter and the Full Year 2025, achieving record adjusted revenue growth and demonstrating our strong and expanding operating leverage; we look forward to building on our momentum in 2026.”  

 

Q4 2025 Financial Highlights

 

All amounts compared to Q4 2024

 

 

-

Digital asset sales were $64.3 billion vs. $66.0 billion

 

 

-

Net income (loss) was $(563.6) million or $(3.73) per diluted share vs. $158.5 million or $1.37 per diluted share

 

 

-

Adjusted revenue (non-IFRS) was $92.5 million vs. $55.2 million

 

 

-

Adjusted transaction revenue (non-IFRS) was $37.9 million vs. $41.0 million

 

 

-

Adjusted net income (non-IFRS) was $28.9 million vs. $4.0 million

 

 

-

Adjusted EBITDA (non-IFRS) was $44.5 million vs. $15.8 million

 

Full Year 2025 Financial Highlights

 

All amounts compared to Full Year 2024

 

 

-

Digital asset sales were $244.8 billion vs. $250.2 billion

 

 

-

Net income (loss) was $(785.5) million vs. $79.6 million

 

 

-

Adjusted revenue (non-IFRS) was $288.5 million vs. $213.9 million

 

 

-

Adjusted transaction revenue (non-IFRS) was $130.7 million vs. $153.2 million

 

 

-

Adjusted net income (non-IFRS) was $38.8 million vs. $9.6 million

 

 

-

Adjusted EBITDA (non-IFRS) was $94.3 million vs. $52.1 million

 







 

Q4 2025 Key Business Metrics

 

Business Highlights

 

 

-

Options Launch and Rapid Adoption: Surpassed $9B in options trading volume and reached an open interest high of $4B, establishing Bullish as the #2 exchange for BTC options open interest (open interest data through January 31, 2026)

 

 

-

ETP Strength: Established position as the #1 Indexer by market share for all indexers of digital assets, winning 15 of 39 digital asset focused ETF listings globally in 4Q’ 2025

 

 

-

Liquidity Services Growth: Continued momentum from established and emerging asset issuers with new institutional partnerships, driving another quarter of record SS&O revenue

 

 

-

U.S. Regulatory: Secured Transfer Agent Registration furthering the development of our tokenization stack

 

2026 Guidance

 

To give investors insight into our business and expectations, management is providing the following guidance for the full year 2026:

 

 

-

Subscription, services & other revenue (non-IFRS) of $220.0 million to $250.0 million

 

 

-

Adjusted operating expense (non-IFRS) of $210.0 million to $230.0 million

 

 

-

Finance expense of $52.0 million to $60.0 million

 

Conference Call Webcast and Q&A Information

 

Bullish will host a call to discuss its results at 8:30 a.m. ET on February 5, 2026. The live webcast can be accessed at investors.bullish.com, along with supplemental slides. Following the call, a replay and transcript will be available at investors.bullish.com.

 

About Bullish

 

Bullish (NYSE: BLSH) is an institutionally focused global digital asset platform that provides regulated market infrastructure and information services. This includes Bullish Exchange – an institutionally focused digital assets spot and derivatives exchange, integrating a high-performance central limit order book matching engine with automated market making to provide deep and predictable liquidity. Bullish Europe is regulated under MiCAR as a crypto asset service provider offering spot trading and custody services for digital assets.

 

Bullish is the parent company of CoinDesk, a leading provider of digital asset media and information services. CoinDesk's offerings include: CoinDesk Indices – a collection of tradable proprietary and single-asset benchmarks and indices that track the performance of digital assets for global institutions in the digital assets and traditional finance industries; CoinDesk Data – a broad suite of digital asset market data and analytics, providing real-time insights into prices, trends and market dynamics; and CoinDesk Insights – a digital asset media and events provider and operator of coindesk.com, a digital media platform that covers news and insights about digital assets, the underlying markets, policy and blockchain technology. For more information, please visit bullish.com and follow LinkedIn and X.

 

 

Use of Websites to Distribute Material Company Information

 

We use the Bullish Investor Relations website (investors.bullish.com) and our X account (x.com/bullish) to publicize information relevant to investors, including information that may be deemed material, in addition to filings we make with the U.S. Securities and Exchange Commission (SEC) and press releases. We encourage investors to regularly review the information posted on our website and X account in addition to our SEC filings and press releases to be informed of the latest developments.

 

Contacts

 

Media: media@bullish.com

 

Investor Relations: investors@bullish.com

 

Source: Bullish

 



 

Non-IFRS financial measures and key performance indicators

 

This communication includes certain financial measures that are not recognized by the International Financial Reporting Standards (“IFRS”). These non-IFRS financial measures are “adjusted transaction revenue,” “subscription, services and other revenue,” “adjusted revenue,” “adjusted net income / (loss)” and “adjusted EBITDA,” “gross liquid assets” and “net liquid assets”, and “adjusted operating expense.” These non-IFRS financial measures should not be considered in isolation or as an alternative to net income, cash flows from operations or other measures of profitability, liquidity or performance under IFRS. We believe these non-IFRS financial measures provide useful information to management and investors regarding certain financial and business trends. These non-IFRS financial measures are subject to inherent limitations as they reflect the exercise of judgments about which items of expense and income are excluded or included in determining these non-IFRS financial measures. Refer to the section “Reconciliation of Non-IFRS Measures” for further details and a reconciliation of the non-IFRS financial measures presented to their most directly comparable IFRS financial measures.

 

This communication also provides our forward-looking “adjusted transaction revenue,” “subscription, services & other revenue,” “adjusted revenue,” “adjusted operating expense,” “adjusted EBITDA,” and “adjusted net income” guidance for the upcoming fiscal quarter. Information reconciling upcoming fiscal quarter “adjusted transaction revenue,” “subscription, services & other revenue,” “adjusted revenue,” “adjusted operating expense,” “adjusted EBITDA,” and “adjusted net income” to their most directly comparable IFRS financial measures is unavailable to us without unreasonable effort due to the high variability, complexity and lack of visibility in making accurate forecasts and projections to certain reconciling items. These items cannot be reasonably and accurately predicated without the investment of undue time, costs and other resources, and accordingly, no reconciliation of the forward-looking non-IFRS financial measures is included. These reconciling items could be material to our actual results for the period.

 

 

Forward-Looking Statements

 

This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Sentences containing words such as “believe,” “intend,” “plan,” “may,” “expect,” “should,” “could,” “anticipate,” “estimate,” “predict,” “project,” or their negatives, or other similar expressions of a future or forward-looking nature generally should be considered forward-looking statements. Such statements include, without limitation, statements relating to our expected financial or operating performance, including for the upcoming fiscal quarter; our business strategy and potential market opportunities; current and prospective products, services or acquisitions; trends in, demand for, and growth and market size of, the digital assets industry; the breadth and timing of onchain adoption; expectations regarding relationships with clients and third-party business partners and overall business momentum; our plans and expectations related to tokenization; competition in our industry; the regulatory and legal environment, including regulatory proceedings or approvals; and general economic and business conditions. Such forward-looking statements are based upon estimates and assumptions that, while considered reasonable by us, are inherently uncertain and are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Factors that may cause results to differ from those expressed in our forward-looking statements include, but are not limited to intense competition in our industry, including from unregulated and less-regulated entities and platforms; our ability to execute our business strategy and grow our business and operations, including in new geographic locations; our ability to develop, launch and improve our products and services and their adoption; our ability to attract and retain customers; the evolving rules and regulations applicable to digital assets and our products and services; our ability to obtain and maintain regulatory approvals and stay in compliance with laws and regulations, and the costs of doing so; evolution and adoption of digital assets; interest rate fluctuations and digital asset price volatility; changes in, or unexpected, costs to operate our business; cybersecurity risks, including with respect to digital assets custody; disruptions to information and technology systems, blockchain networks and third-party services on which we rely; changes in general market, political or economic conditions; and other risks and uncertainties set forth in the section entitled “Risk Factors” in our final prospectus dated August 12, 2025 filed with the Securities and Exchange Commission (“SEC”), as well as potential risks and uncertainties disclosed in our other filings with the SEC. We may not actually achieve the performance, plans, or expectations disclosed in our forward-looking statements. Nothing in this communication should be regarded as a representation by any person that the forward-looking statements set forth therein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. We do not undertake any duty to update forward-looking statements.

 



 

Definitions of Certain Metrics

 

 

Adjusted transaction revenue is a non-IFRS financial measure intended to capture the fees and trading spreads earned from customers trading on our Exchange. We define adjusted transactional revenue as (i) the portion of “Digital asset sales”, as reported in accordance with IFRS, attributable to digital asset sales on our Exchange, less (ii) the “Cost of digital assets derecognized” excluding such costs from sales on venues other than the Exchange, plus (iii) the change in fair value of digital asset inventories, arising from purchase of digital assets on our Exchange (included within reported “Change in fair value of digital assets held, net”), plus (iv) transaction income (included within reported “Other revenues”), plus (v) net spread related income and change in fair value of perpetual futures on the Exchange.

   

 

   

We exclude digital asset sales, and the related cost of digital assets derecognized, from trading activity on venues other than our Exchange. We also exclude subscription and services revenue (included within reported other revenues). In each case, this approach is intended to ensure that our adjusted transaction revenue metric reflects the core performance of our trading operations and provides a clearer understanding of our business activities on our Exchange.

   

 

   

While we include change in fair value of digital asset inventories, specifically the bid-offer spread earned from the purchase of digital assets on our Exchange, as part of our adjusted transaction revenue, we do not include other reported changes in fair value, such as subsequent remeasurements and mark-to-market adjustments. This is because these remeasurements, including impairment losses of digital assets held under intangible assets, are not considered part of our ongoing business operations and do not align with our intention to avoid taking directional trading positions.

 

 

Adjusted revenue is a non-IFRS financial measure intended to reflect the revenues generated by our trading and information services and also from our investing activities. We define adjusted revenue as adjusted transaction revenue, plus (i) subscription and services revenue, which is included in reported other revenues and includes interest and revenues from CoinDesk and CCData, plus (ii) for periods prior to 2024 only, change in fair value of investment in financial assets, plus (iii) the net income from DeFi protocols excluding the fair value change of underlying digital assets, that is reported under OCI.

   

 

   

Specifically, adjusted revenue includes the fees and trading spreads earned from customers trading on our Exchange, excludes gains or losses from the remeasurement of our digital assets and includes other fees such as interest and revenue from CoinDesk and CCData businesses that we acquired in November 2023 and October 2024, respectively.

 

 

Adjusted EBITDA is calculated as income/(loss) after tax adjusted to exclude:

 

 

digital asset sales and the cost of digital assets derecognized on other venues, as these transactions do not directly reflect the core activities of liquidity provision and client facilitation on our Exchange. Excluding these is intended to ensure that our Adjusted EBITDA remains focused on the fundamental operations that drive our business;

 

 

gains or losses from the remeasurement of our digital assets, as these assets are held to facilitate client trading rather than for proprietary trading purposes. Such remeasurement reflects mark-to-market (MTM) adjustments including the impairment losses of digital assets held under intangible assets that are not part of our ongoing business operations and do not align with our intention to avoid taking directional trading positions. The primary focus of our business model is to provide liquidity and facilitate client transactions on our Exchange, with the key performance metric being the bid-offer spread earned from digital asset spot transactions. Including MTM adjustments would introduce volatility that is not reflective of our core operational performance and could mislead stakeholders about the true drivers of our business;

 

 

certain non-cash charges such as share-based compensation expenses and depreciation and amortization because the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations;

 

 

provision for or benefit from income tax and finance expenses;

 

 

change in fair value of derivatives and financial liability at FVTPL;

 



 

 

the change in fair value of investments in financial assets related to digital asset funds. These investments are not central to our core operations, as they do not directly contribute to our primary business activities of liquidity provision and client facilitation. The fair value changes are primarily driven by the mark-to-market (MTM) adjustments of the underlying digital assets within the funds. Including these fair value changes would introduce volatility of digital assets that does not accurately represent the operational metrics that are indicative of our business performance. Our core operating performance focuses on providing liquidity and facilitating client transactions, and we aim to avoid taking directional trading positions;

 

 

certain acquisition-related and integration costs associated with business combinations, various restructuring and other costs, and goodwill impairment charges, all of which are not normal operating expenses. These adjustments aid in the comparability of our results across periods. Acquisition related costs include amounts paid to redeem acquirees’ unvested share-based compensation awards, legal, accounting, valuation, and due diligence costs. Integration costs include advisory and other professional services or consulting fees necessary to integrate acquired businesses. Restructuring and other costs that are not reflective of our core business operating expenses may include severance costs, contingent losses, impairment charges, and certain litigation and regulatory charges; and

 

 

the net income from DeFi protocols, excluding the fair value change of underlying digital assets, which is a component of the “Revaluation of digital assets held as investments” under OCI. Deploying our digital assets in these protocols are a strategic component of our business model, providing additional yield and enhancing our liquidity management capabilities. Including this net income in Adjusted EBITDA reflects the performance of our investment activities and supports our focus on core operations.

 

 

Adjusted net income/(loss) is calculated as income/(loss) after tax adjusted by the same adjustment items taken into account for determining adjusted EBITDA, with further adjustment to add back finance expense and depreciation and amortization, and reduced by tax effect of the adjustments.

 

 

Adjusted operating expense is calculated by taking total operating expenses (which includes Administrative expenses and Other expenses) and excluding items we do not consider representative of our core, ongoing operating performance. These excluded items are Stock-based compensation expense, Depreciation and amortization expense, and certain non-recurring expenses.

   

 

   

We believe Adjusted operating expense is a useful supplemental measure for investors, as it provides a clearer view of our operational efficiency by removing non-cash expenses (depreciation, amortization, and stock-based compensation) and other items not indicative of ongoing business trends. Management uses this measure to assess business performance and to plan for future periods.

 

 

Subscription, services & other revenue is a non-IFRS financial measure intended to provide a comprehensive view of our diverse revenue streams beyond core transaction fees and spreads. This measure includes revenue from lending and liquidity services, such as interest earned from third-party lending arrangements like credit line facilities and margin loans, interest on our own cash and stablecoins, fees from liquidity services and promotional income, and revenues from CoinDesk services such as sponsorships, event admissions, and index data licensing fees. It also incorporates the net income from DeFi protocols (excluding any fair value changes of the underlying digital assets). This non-IFRS measure is calculated by taking "Subscription and services revenue" (as reported within the "Other revenues") and adding "Net income from DeFi protocols, excluding the fair value change of underlying digital assets" (as reported within “Revaluation of digital assets held as investments”). By consolidating these various income sources, we believe this measure offers a more distinct view of the growth and performance of our service-oriented business lines, separate from our core transaction-based revenues.

 

 

Trading volume represents the notional value of trades, i.e., the product of the quantity of assets transacted and the trade price at the time the spot transaction was executed. The quantity represents the total U.S. dollar equivalent value of matched trades transacted between a buyer and seller through our platform during the period of measurement.

 

 

Average daily volume represents the total Trading volume for the applicable period divided by the number of trading days in such period.

 

 

Average trading spread represents total commissions earned from transactions on the Bullish Exchange for the period, expressed in basis points (bps) of the trading volume for the period. Management reviews this metric, which reflects the cost of trading on the Bullish Exchange, changes in fair value of perpetual futures, and rebates, for insight into the average revenue generated per unit of trading volume on our platform.

   

 

 

Gross liquid assets is defined as the sum of (i) Digital assets held — inventories, (ii) Digital assets held — intangible assets, (iii) Digital assets held — financial assets, (iv) Loans and other receivables — digital assets, (v) Investments in financial assets, and (vi) Cash and cash equivalents. 

   

 

 

Net liquid assets is defined as Gross liquid assets, reduced by (i) Digital assets held — inventories, (ii) the portion of Digital assets held — financial assets on our Exchange, (iii) the portion of Cash and cash equivalents on our Exchange, (iv) Borrowings, (v) Borrowings from related parties, and (iv) Digital assets loan payable.

 







 

BULLISH

CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME/(LOSS) (UNAUDITED)

FOR THE THREE AND TWELVE MONTHS ENDED DECEMBER 31, 2025 AND 2024

(In thousands, except per share data)

 

   

Three months ended December 31,

   

Twelve months ended December 31,

 
   

2025

   

2024

   

2025

   

2024

 

Digital assets sales

  $ 64,345,078     $ 66,026,131     $ 244,811,387     $ 250,201,282  

Cost of digital assets derecognized

    (64,323,568 )     (66,001,337 )     (244,733,087 )     (250,104,770 )

Other revenues

    56,195       14,473       158,941       61,967  

Change in fair value of digital assets held, net

    (485,175 )     186,029       (674,968 )     207,043  

Net spread related income and change in fair value of perpetual futures on the Exchange

    (886 )     (3,228 )     (7,179 )     (17,139 )

Change in fair value of investment in financial assets

    (105,555 )     27,369       (36,034 )     29,453  

Administrative expenses

    (46,276 )     (37,082 )     (182,188 )     (153,119 )

Other expenses

    (14,392 )     (12,635 )     (60,425 )     (46,079 )

Finance expense

    (14,932 )     (10,659 )     (52,369 )     (38,529 )

Change in fair value of derivatives

    17,521       (12,867 )     9,609       (12,190 )

Change in fair value of financial liability at FVTPL

    6,900       (13,950 )     (20,100 )     (43,350 )

Income/(loss) before income tax

  $ (565,090 )   $ 162,244     $ (786,413 )   $ 84,569  

Income tax benefit/(expense)

    1,523       (3,782 )     944       (5,005 )

Net income/(loss)

  $ (563,567 )   $ 158,462     $ (785,469 )   $ 79,564  
                                 

Attributable to:

                               

Owners of the Group

    (546,598 )     157,033       (764,681 )     78,527  

Non-controlling interests

    (16,969 )     1,429       (20,788 )     1,037  

Net income/(loss)

  $ (563,567 )   $ 158,462     $ (785,469 )   $ 79,564  
                                 

Other comprehensive income/(loss)

                               

Items that will not be subsequently reclassified to profit or loss:

                               

Revaluation of digital assets held as investments

    (123,816 )     575,424       409,644       1,020,339  

Fair value gain/(loss) on financial liabilities designated as at FVTPL attributable to changes in credit risk

    1,350       (11,450 )     (3,050 )     (16,350 )
    $ (122,466 )   $ 563,974     $ 406,594     $ 1,003,989  

Items that may be reclassified subsequently to profit or loss:

                               

Foreign exchange differences on translation of foreign operations

    41       (712 )     1,676       (712 )
                                 

Total comprehensive income/(loss)

  $ (685,992 )   $ 721,724     $ (377,199 )   $ 1,082,841  
                                 

Attributable to:

                               

Owners of the Group

    (695,383 )     714,757       (436,588 )     1,072,710  

Non-controlling interests

    9,391       6,967       59,389       10,131  

Total comprehensive income/(loss)

  $ (685,992 )   $ 721,724     $ (377,199 )   $ 1,082,841  
                                 

Weighted average number of ordinary shares for the purposes of basic and diluted earnings/(loss) per share

                               

Basic

    150,924       113,153       127,723       112,664  

Diluted

    150,924       115,889       127,723       115,400  

Earnings/(Loss) per share

                               

Basic

  $ (3.73 )   $ 1.40     $ (6.15 )   $ 0.70  

Diluted

  $ (3.73 )   $ 1.37     $ (6.15 )   $ 0.68  

 







 

BULLISH

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

AS OF DECEMBER 31, 2025 AND DECEMBER 31, 2024

(In thousands)

 

   

December 31, 2025

   

December 31, 2024

 

ASSETS

               

Non-current assets

               

Goodwill

  $ 63,062     $ 61,475  

Other intangible assets

    31,104       33,298  

Property and equipment and right-of-use assets

    28,369       14,118  

Deferred tax assets

    2,865       2,088  

Other assets

    21,311       22,087  

Restricted cash

    5,727       1,968  

Total non-current assets

  $ 152,438     $ 135,034  
                 

Current assets

               

Digital assets held - inventories

  $ 206,178     $ 573,876  

Digital assets held - intangible assets

    1,537,071       1,878,268  

Digital assets held - financial assets

    1,037,915       132,649  

Loan and other receivables - digital assets

    446,481       166,388  

Derivative financial instruments

           

Investments in financial assets

    404,144       86,173  

Other assets

    47,502       21,209  

Customer segregated cash

    20,044       6,382  

Restricted cash

    16,839       15,893  

Cash and cash equivalents

    87,892       31,540  

Total current assets

  $ 3,804,066     $ 2,912,378  
                 

Total assets

  $ 3,956,504     $ 3,047,412  
                 

LIABILITIES

               

Non-current liabilities

               

Borrowings from related parties

  $ 505,600     $ 482,450  

Convertible redeemable preference shares

          47,879  

Digital assets loan payable

    5,267       20,613  

Lease liabilities

    14,378       10,756  

Deferred tax liabilities

    18       6  

Other payables

    3,000        

Total non-current liabilities

  $ 528,263     $ 561,704  
                 

Current liabilities

               

Customer segregated cash liabilities

  $ 20,044     $ 6,382  

Borrowings

    49,982       25,000  

Digital assets loan payable

    334        

Lease liabilities

    5,524       4,246  

Other payables

    54,028       49,421  

Total current liabilities

  $ 129,912     $ 85,049  
                 

Total liabilities

  $ 658,175     $ 646,753  
                 

Net assets

  $ 3,298,329     $ 2,400,659  
                 

EQUITY

               

Share capital and share premium

  $ 5,110,063     $ 3,821,537  

Option premium on convertible redeemable preference shares

          18,399  

Reserves

    774,224       858,797  

Accumulated deficit

    (2,656,325 )     (2,309,053 )

Total shareholders' equity attributable to the owners of the Group

  $ 3,227,962     $ 2,389,680  
                 

Non-controlling interests

    70,367       10,979  
                 

Total equity

  $ 3,298,329     $ 2,400,659  

 







 

Non-IFRS Measures Summarized

(In thousands)

 

   

Three Months Ended

   

Year Ended

 
   

December 31,

   

December 31,

   

December 31,

   

December 31,

 
   

2025

   

2024

   

2025

   

2024

 

Non-IFRS Financial Measures

                               

Adjusted Transaction Revenue

  $ 37,929     $ 40,996     $ 130,739     $ 153,247  

Adjusted Revenue

    92,508       55,183       288,455       213,912  

Adjusted EBITDA

    44,450       15,771       94,271       52,102  

Adjusted Net Income

    28,864       4,039       38,792       9,622  

Adjusted Operating Expenses

  48,058     39,411     194,184     161,795  

 

   

Period ended

 
   

December 31,

   

December 31,

 
   

2025

   

2024

 

Gross Liquid Assets

  $ 3,719,681     $ 2,868,894  

Net Liquid Assets

    2,859,701       1,696,127  

 







 

Reconciliation of Non-IFRS Measures

(In thousands)

 

   

Three Months Ended

   

Year Ended

 
   

December 31,

   

December 31,

   

December 31,

   

December 31,

 

Adjusted Transaction Revenue and Adjusted Revenue

 

2025

   

2024

   

2025

   

2024

 

Digital assets sales

  $ 64,345,078     $ 66,026,131     $ 244,811,387     $ 250,201,282  

Digital asset sales on venues other than Exchange

    (36,583 )     (2,124 )     (396,424 )     (21,821 )

Digital asset sales - on our Exchange

  $ 64,308,495     $ 66,024,007     $ 244,414,963     $ 250,179,461  

Cost of digital assets derecognized - on our Exchange

    (64,286,992 )     (65,999,234 )     (244,336,500 )     (250,082,963 )

Change in fair value of digital assets inventories, arising from purchase of digital assets on our Exchange

    15,670       18,662       56,031       71,685  

Transaction income

    1,642       789       3,424       2,203  

Net spread related income and change in fair value of perpetual futures

    (886 )     (3,228 )     (7,179 )     (17,139 )

Adjusted Transaction Revenue

  $ 37,929     $ 40,996     $ 130,739     $ 153,247  

Subscriptions and services revenue

    54,554       13,684       155,517       59,764  

Change in fair value of investment in financial assets

                      168  

Revaluation of digital assets held as investments

    25       503       2,199       733  

Adjusted Revenue

  $ 92,508     $ 55,183     $ 288,455     $ 213,912  
                                 

Adjusted EBITDA and Adjusted Net Income

                               
                                 

Income/(loss)

  $ (563,567 )   $ 158,462     $ (785,469 )   $ 79,564  

Adjusted to exclude the following:

                               

Digital asset sales on other venues

    (36,583 )     (2,124 )     (396,424 )     (21,821 )

Cost of digital assets derecognized on other venues

    36,576       2,103       396,586       21,807  

Loss/(Gain) from changes in fair value of digital assets inventories net payable to customers

    120,241       (131,742 )     208,577       (130,732 )

Income tax expense

    (1,523 )     3,782       (944 )     5,005  

Finance expenses

    14,932       10,659       52,369       38,529  

Employee share-based payment expenses

    4,047       4,699       15,567       22,587  

Other share-based payment expenses

    628             628        

Change in fair value of loan and other receivables - digital assets

    64,268       (48,510 )     24,994       (43,676 )

Change in fair value of digital assets loan payable

    (2,873 )     14,339       (15 )     14,449  

Change in fair value of derivatives

    (17,521 )     12,867       (9,609 )     12,191  

Change in fair value of financial liability at FVTPL

    (6,900 )     13,950       20,100       43,350  

Change in fair value of investments in financial assets

    105,555       (27,369 )     36,034       (29,286 )

Impairment losses of digital assets held - intangible assets

    319,209       (1,454 )     497,443       24,601  

Impairment of right-of-use assets

                      956  

Non-recurring expenses

    7,360       4,629       29,172       10,019  

Depreciation and amortization

    576       977       3,063       3,826  

Adjusted to include the following:

                               

Revaluation of digital assets held as investments

    25       503       2,199       733  

Adjusted EBITDA

  $ 44,450     $ 15,771     $ 94,271     $ 52,102  
                                 

Finance expenses

    (14,932 )     (10,659 )     (52,369 )     (38,529 )

Depreciation and amortization

    (576 )     (977 )     (3,063 )     (3,826 )

Tax effect of adjusted net income before taxes

    (78 )     (96 )     (47 )     (125 )

Adjusted Net Income

  $ 28,864     $ 4,039     $ 38,792     $ 9,622  

 

Note - Figures presented may not sum precisely due to rounding.







 

Gross and Net Liquid Assets

(In thousands)

 

   

December 31, 2025

   

December 31, 2024

 

Digital assets held - inventories

  $ 206,178     $ 573,876  

Digital assets held - intangible assets

    1,537,071       1,878,268  

Digital assets held - financial assets (on Exchange)

    84,993       67,526  

Digital assets held - financial assets (off Exchange)

    952,922       65,123  

Loan and other receivable

    446,481       166,388  

Investments in financial assets

    404,144       86,173  

Cash and cash equivalents

    87,892       31,540  

Gross Liquid Assets

  $ 3,719,681     $ 2,868,894  
                 

(-) Digital assets held - inventories

  $ (206,178 )   $ (573,876 )

(-) Digital assets held - financial assets (on Exchange)

    (84,993 )     (67,528 )

(-) Digital assets loan payable

    (5,601 )     (20,613 )

(-) Borrowings

    (49,982 )     (25,000 )

(-) Borrowings from related parties

    (505,600 )     (482,450 )

(-) Cash on the Exchange

    (7,626 )     (3,300 )

Net Liquid Assets

  $ 2,859,701     $ 1,696,127  

 

Note - Figures presented may not sum precisely due to rounding.







 

Reconciliation of Adjusted Operating Expense

(In thousands)

 

   

Three Months Ended

   

Year Ended

 
   

December 31,

   

December 31,

   

December 31,

   

December 31,

 

IFRS Core Operating Expense to Adjusted Operating Expense

 

2025

   

2024

   

2025

   

2024

 

IFRS Core Operating Expense

  $ 60,669     $ 49,717     $ 242,614     $ 199,199  
                                 

Adjusted for

                               

Employee share-based compensation expense

    4,047       4,699       15,567       22,587  

Other share-based compensation expense

    628             628        

Non-recurring expenses - legal and professional fees

    6,386       4,322       25,292       7,245  

Non-recurring expenses - compensation and benefits

    974       308       3,880       3,746  

Depreciation and amortization expense

    576       977       3,063       3,826  
                                 

Adjusted Operating Expense

  $ 48,058     $ 39,411     $ 194,184     $ 161,795  

 

Note - Figures presented may not sum precisely due to rounding.

 
EX-99.2 3 ex_910637.htm EXHIBIT 99.2 Image Exhibit

Exhibit 99.2

 

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