Crypto exchange Gemini and founders Tyler and Cameron Winklevoss are facing a shareholder class action lawsuit alleging they misled investors ahead of the company's September 2025 Nasdaq IPO.

Filed March 18 in the Southern District of New York, the complaint accuses Gemini of "overstating the viability of its core business as a crypto platform" while concealing plans for an "expensive and disruptive restructuring" — a wholesale pivot toward prediction markets that shareholders say they never saw coming.

The allegations center on events that unfolded in February 2026, when Gemini simultaneously announced layoffs affecting more than a quarter of its staff, a full exit from Europe and Australia, and the launch of "Gemini 2.0," which put a new prediction market platform "front-and-center." Shareholders claim the strategic shift was being planned before the IPO and should have been disclosed.

Since listing on Nasdaq under the ticker GEMI, the stock has shed nearly 85% of its value, falling to $5.66 as of Friday. The claim period covers September 12, 2025 through February 17, 2026. Gemini reported a full-year net loss of $582.8 million for 2025.

The pivot puts Gemini in direct competition with Kalshi and Polymarket, which expanded aggressively through the 2024 U.S. election cycle. Critics argue that rebranding a regulated crypto exchange as a prediction market platform mid-IPO is a material change that required shareholder disclosure.

Shares briefly rallied nearly 7% in after-hours trading Thursday after Gemini reported more stable revenue in its most recent quarter and cited progress on cost cuts. The gains did not hold. Gemini did not respond to requests for comment on the lawsuit.