CoinShares (Nasdaq: CSHR) FY2025 results highlight margins and AuM
Rhea-AI Filing Summary
CoinShares PLC reported FY2025 revenue and gains from operations of $197.6 million, essentially flat versus FY2024’s $197.8 million. Operating income was $127.0 million, up 1.6% year over year, while Segment EBITDA reached $131.3 million, a 6.7% increase and roughly a 66% margin.
Net income was $114.3 million compared with $162.4 million in FY2024, with the prior year benefiting from a $36.8 million FTX claim gain and FY2025 impacted by about $4.3 million of business combination and Nasdaq listing costs. Average gross assets under management were about $7.4 billion, including approximately $1.1 billion of net organic inflows and a stable blended asset management yield around 170 basis points.
The company ended 2025 with a net asset position of roughly $481.4 million, reflecting strong liquidity and capital resources. On April 1, 2026, CoinShares completed a business combination with Vine Hill Capital Investment Corp. and began trading on the Nasdaq Stock Market under the ticker CSHR, aligning its capital markets profile with its growing digital asset management platform.
Positive
- None.
Negative
- None.
Insights
CoinShares delivers high-margin FY2025 results and secures a U.S. Nasdaq listing.
CoinShares generated FY2025 revenue and gains from operations of $197.6 million, essentially unchanged from FY2024, but improved profitability. Segment EBITDA rose to $131.3 million, up 6.7%, with a margin near 66%, underscoring the scalability of its digital asset platform.
Average assets under management were about $7.4 billion with roughly $1.1 billion of net inflows and a stable blended asset management yield around 170% basis points. Management highlights that this stability came despite fee pressure across comparable crypto ETPs, suggesting resilient pricing for its European franchise.
The Available Capital Position table shows net assets of about $481.4 million as of December 31, 2025, indicating substantial balance sheet resources. Completion of the business combination with Vine Hill Capital Investment Corp. and the April 1, 2026 Nasdaq listing may broaden the investor base and facilitate future growth initiatives, with further detail expected in subsequent filings and presentations.
Key Figures
Key Terms
Segment EBITDA financial
Available Capital Position financial
digital asset ETPs financial
MiCA authorisations regulatory
hybrid finance other
business combination financial
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 Under the
Securities Exchange Act of 1934
For the month of May 2026
Commission File Number: 001-43222
CoinShares PLC
(Name of registrant)
Not Applicable
(Translation of registrant’s name into English)
2 Hill Street
St. Helier, JE2 4UA
Jersey
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
EXPLANATORY NOTE
On May 1, 2026, CoinShares PLC (the “Company”) issued a press release in which the Company discussed CoinShares International Limited’s financial and operational results for the year ended December 31, 2025. A copy of that press release is furnished as Exhibit 99.1 hereto.
The Company is posting an investor presentation and a letter, dated May 1, 2026, to shareholders from Jean-Marie Mognetti, the Company’s Chief Executive Officer, on the investor relations section of its website, which is located at https://investor.coinshares.com/. A copy of that investor presentation is furnished as Exhibit 99.2 hereto and a copy of that letter to shareholders is furnished as Exhibit 99.3 hereto.
The information furnished in this Report of Foreign Private Issuer on Form 6-K, including the information contained in Exhibits 99.1, 99.2 and 993., shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing.
| 1 |
EXHIBIT INDEX
| Exhibit | Description | |
| 99.1 | Press Release, dated May 1, 2026 | |
| 99.2 | Investor Presentation, dated May 1, 2026 | |
| 99.3 | Letter to Shareholders, dated May 1, 2026 |
| 2 |
SIGNATURE
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.
| CoinShares PLC | ||
| Date: May 1, 2026 | By: | /s/ Jean-Marie Mognetti |
| Name: | Jean-Marie Mognetti | |
| Title: | Chief Executive Officer | |
| 3 |
Exhibit 99.1
CoinShares Announces FY2025 Results Reflecting Continued Strong Growth
| ● | First annual results following the completion of the business combination with Vine Hill Capital Investment Corp. and Nasdaq listing under ticker CSHR on April 1, 2026 |
| ● | First results reported under U.S. GAAP following the Company’s conversion from IFRS, providing improved comparability for U.S. investors |
| ● | Revenue of $165.7 million (+6.5% YoY), |
| ● | Revenue and Gains from Operations of $197.6 million (-0.1% YoY), |
| ● | Segment EBITDA of $131.3 million (+5.4% YoY), Gross AUM of $7.4 billion. |
JERSEY, Channel Islands — April 30, 2026 — CoinShares PLC (Nasdaq: CSHR) (“CoinShares” or the “Company”), a leading global asset manager specializing in digital assets operating an institutional-grade platform with integrated Capital Markets capabilities, today reported its financial results for the fiscal year ended December 31, 2025.
Full Year 2025 Highlights
| ● | Operating Income of $127.0 million, compared to $125.0 million in FY2024, change of 1.6%. |
| ● | Net income of $114.3 million, compared to $162.4 million in FY2024; the year-over-year comparison is impacted by a $36.8 million non-recurring gain on the sale of the Company’s FTX bankruptcy claim and by gains of $15.8 million arising on pricing differentials between ETP trading prices and the underlying digital asset exposure which are non-operational. |
| ● | Revenue and Gains from Operations of $197.6 million, compared to $197.8 million in FY2024, comprising: |
| ○ | Asset Management revenue of $126.4 million, compared to $111.7 million in FY2024, up 13.1% |
| ○ | Capital Markets revenue and gains of $73.1 million, compared to $82.7 million in FY2024, down 11.6% |
| ● | Segment EBITDA of $131.3 million, compared to $124.6 million in FY2024, up 5.4% |
| ● | Gross assets under management of approximately $7.4 billion as of December 31, 2025, compared to $8.0 billion at year-end 2024, with net inflows of approximately $1.1 billion into CoinShares Physical, ranked #1 in Europe by net inflows in 2025 (source: ETFbook, European-domiciled crypto ETPs, full-year 2025). |
| ● | Strong balance sheet, with approximately $481.3 million of available capital, including approximately $176.7 million of liquid assets and approximately $280.0 million of earned and accrued CoinShares XBT management fees. |
| ● | Completion of the business combination with Vine Hill Capital Investment Corp. on April 1, 2026, and migration of listing venue from Nasdaq Stockholm to the Nasdaq Stock Market (U.S.) under the ticker CSHR. In connection with this transaction, we delisted our shares from Nasdaq Stockholm on March 30, 2026. |
CEO Commentary
Jean-Marie Mognetti, Co-Founder, President and Chief Executive Officer of CoinShares, said:
“2025 was a year in which the platform we have been building for more than a decade continued to compound. Our growth in management fees and Segment EBITDA showed a combination of revenue growth, margin discipline and pricing power. We kept our yield stable at approximately 170 basis points in an industry defined by fee compression — a function of product mix, pricing discipline and the quality of the client base we serve.
CoinShares Physical was ranked #1 in Europe by net inflows in 2025, active alternative strategies continued to scale, and we closed the year with a net asset position of $477.0 million. CoinShares is continuing to leverage its incumbent leadership position in Europe to drive growth in AUM and profitability.
Our April 1, 2026, listing on Nasdaq marks another step in our journey to convert CoinShares into a global asset management franchise.”
Profitability
Operating income for FY2025 was $127.0 million, compared to $125.0 million in FY2024, an increase of 1.6%. Operating expenses (inclusive of cost of revenue) were $70.7 million, down 2.9% from $72.8 million in FY2024, reflecting a focus on cost control year on year
Segment EBITDA for FY2025 was $131.3 million, compared to $124.6 million in FY2024, an increase of 6.7%. Segment EBITDA margin was approximately 66% for the year (calculated on revenue and gains from operations) , reflecting the structural profitability of a scaled, regulated platform coupled with the Company’s disciplined cost base.
Net income for FY2025 was $114.3 million, compared to $162.4 million in FY2024. The year-over-year comparison is mainly affected by three items: (i) a $36.8 million gain recognized in FY2024 on the sale of the Company’s FTX bankruptcy claim; (ii) approximately $4.3 million of non-recurring transaction costs incurred in FY2025 in connection with the Company’s business combination with Vine Hill Capital Investment Corp. and U.S. Nasdaq listing, and (iii) an unrealised gain of $15.8 million in FY2024 arising from the movement on the differential between ETP trading prices and the underlying digital asset exposure.
2
Revenue & Gains from Operations
Total Revenue and Gains from Operations for FY2025 was $197.6 million, compared to $197.8 million in FY2024. On a segment basis:
| ● | Asset Management. Asset Management revenue grew 13.1% to $126.4 million, up from $111.7 million in FY2024. Growth was driven by continued inflows into CoinShares Physical, combined with disciplined pricing across the platform. On an average AUM basis, blended Asset Management yield was approximately 170 basis points, broadly stable versus the prior year — a notable result in a period during which both European and U.S. crypto ETP providers have faced material fee compression. |
| ● | Capital Markets. Capital Markets revenue and gains decreased by $9.6 million, or 11.6%, to $73.1 million in 2025. A significant portion of this decrease was driven by a lower positive unrealised impact from pricing differentials between ETP trading prices and the underlying digital asset exposure ($1.6 million vs. $15.8 million in 2024). Excluding these non-operational, market-driven movements, underlying Capital Markets performance increased by 6.9% year-on-year, with strong staking revenues, lending revenues and trading gains. |
Yield and Fee Discipline
In FY2025, several major digital asset ETP issuers, including U.S.-listed spot bitcoin and ether ETFs, lowered headline management fees in response to competitive pressure. Against this backdrop, CoinShares’ blended asset management yield remained broadly stable at approximately 170 basis points on an average quarterly asset basis, consistent with approximately 170 basis points in FY2024. This resilience, achieved during a period of material fee compression on comparable passive products across European and U.S. crypto ETP markets, reflects the Company’s differentiated product design, continued innovation across its ETP, the reach and quality of its institutional distribution platform, and disciplined pricing.
Capital Markets activities continued to contribute a meaningful yield on associated assets, reinforcing the Company’s differentiated model combining regulated asset management with integrated trading and treasury operations.
Assets Under Management and Flows
Average gross assets under management were approximately $7.4 billion during FY2025. Net organic inflows into the business were approximately $1.1 billion, with CoinShares Physical — Europe’s #1 digital asset ETP by net inflows in 2025 (source: ETFbook, European-domiciled crypto ETPs). This growth is driving substantial ongoing diversification of the Group’s AUM base. Unlike many competitors in the digital asset investment sector, as the Company’s newer product lines have grown, its blended realized management fee has remained remarkably stable over multi-year periods, a testament to the innovation of its product offerings, the strength of its distribution platform, and strong client demand. This combination underscores both the resilience of the Company’s business model and its ability to deliver profitable growth.
3
Strategic Positioning
CoinShares enters 2026 as one of the few asset management companies in Europe to hold both MiFID and MiCA authorisations. This dual licence uniquely positions the Company to operate across the full spectrum of regulated digital asset investment — from passive physically-backed ETPs, to active alternative strategies, to institutional-grade products distributed natively on blockchain infrastructure.
With CoinShares Valkyrie providing a U.S. foundation, European retail access to crypto ETPs expanding in the United Kingdom, France and Italy in 2025 and a growing active alternatives franchise, the Company is positioned to serve a broadening institutional, professional and retail client base across Europe and, increasingly, the United States.
Market Context & Competitive Positioning
CoinShares continues to leverage its incumbent leadership position in Europe to drive growth in AUM and profitability. In FY2025, many asset managers focused on digital assets — including several crypto-native pure players — experienced net outflows and significant margin compression, particularly on U.S. spot bitcoin and ether products. Over the same period, CoinShares delivered continued net inflows, stable blended yields, and margin expansion, demonstrating the strength of a regulated, diversified platform built around institutional-grade product design and distribution.
Recent Events — Nasdaq Listing
On April 1, 2026, CoinShares began trading on the Nasdaq Stock Market in the United States under the ticker “CSHR” after completing its previously announced business combination with Vine Hill Capital Investment Corp. The listing is expected to support the build-out of CoinShares’ international franchise, including the continued development of its existing U.S offering.
Non-GAAP Financial Measures
This press release includes certain non-GAAP financial measures, including Revenue and Other Gains from Operations, Capital Markets Revenue and Gains and Available Capital Position.
Revenues and gains from operations is comprises revenues derived from the issuance and management of the Group’s Asset Management Products, income generated from certain Capital Markets activities (including lending and staking), and net gains or losses arising from trading and hedging activities conducted using the Group’s balance sheet.
Capital Markets Revenue and Gains comprise revenues generated from the Company’s Capital Markets activities, including staking, lending, in addition to gains, and other related income. This measure may include unrealised impacts arising from differences between ETP trading prices and underlying digital asset exposure, which are driven by market dynamics and may not be indicative of underlying operational performance, which is removed from Segment EBITDA.
Available Capital Position represents the Company’s total assets less total liabilities, adjusted to reflect the economic value of digital asset holdings and related exposures. This measure includes the cumulative unrealised impact of differences between ETP trading prices and the underlying digital asset exposure. Management uses this metric to assess the Group’s liquidity and capital resources available to support operations and growth.
4
Management believes these measures are useful information to help investors evaluate the Company’s operating performance because it enables investors to compare these measures and component adjustments to the Company’s past financial performance and provide additional company-specific adjustments for certain items that may be included in income from operations but that management does not consider to be normal, recurring, operating expenses (or income) necessary to operate the business. Management believes non-GAAP financial measures are useful to measure the operating performance without regard to items that can vary significantly from period to period and may not directly correlate to the underlying performance of the Company’s business operations. These measures should not be considered as a substitute for, or superior to, measures prepared in accordance with U.S. GAAP.
Although not a non-GAAP measure, the measure of profitability that the Company’s Chief Operating Decision Maker (“CODM”) uses to assess segment performance and allocate resources is segment EBITDA. Segment EBITDA excludes share-based compensation, depreciation and amortization, interest income, interest expense, gain/(loss) on treasury digital assets, fair value gain/loss on investments, impairment of equity method investments, ETP pricing differentials and non-recurring items such as income from the sale of an FTX claim. The Group’s Segment EBITDA was reconciled to income before income taxes, and it is presented in the tables below. In evaluating segment results, the CODM is regularly provided with information on the following significant expense categories at the segment level: cost of revenue, salaries and employee benefits, professional fees, marketing expenses, and technology expenses.
Non-GAAP reconciliations
Revenue and gains from operations
| Year Ended December 31, | Percent | |||||||||||||||
| (in thousands) | 2025 | 2024 | Change | Change | ||||||||||||
| Revenues | $ | 165,677 | $ | 155,540 | $ | 10,137 | 6.5 | % | ||||||||
| (Loss)/gain on digital assets and digital asset ETPs | (982,773 | ) | 2,933,410 | (3,916,183 | ) | (133.5 | )% | |||||||||
| (Loss)/gain on certificate liabilities | 802,747 | (2,910,985 | ) | 3,713,732 | (127.6 | )% | ||||||||||
| Other operating gains/(losses) | 211,999 | 19,835 | 192,164 | 968.8 | % | |||||||||||
| Revenue and gains from operations | $ | 197,650 | $ | 197,800 | $ | (150 | ) | (0.1 | )% | |||||||
5
Capital markets revenues and gains
| Year Ended December 31, | Percent | |||||||||||||||
| (in thousands) | 2025 | 2024 | Change | Change | ||||||||||||
| Staking revenue | $ | 21,901 | $ | 29,449 | $ | (7,548 | ) | (25.6 | )% | |||||||
| Lending book interest | 10,684 | 9,397 | 1,287 | 13.7 | % | |||||||||||
| Other revenue | 6,721 | 5,003 | 1,718 | 34.3 | % | |||||||||||
| Capital Markets revenue | $ | 39,306 | $ | 43,849 | $ | (4,543 | ) | (10.4 | )% | |||||||
| (Loss)/gain on digital assets | (982,773 | ) | 2,933,410 | (3,916,183 | ) | (133.5 | )% | |||||||||
| Gain/(loss) on certificate liabilities | 802,747 | (2,910,985 | ) | 3,713,732 | (127.6 | )% | ||||||||||
| Other operating gains/(losses) | 211,999 | 19,835 | 192,164 | 968.8 | % | |||||||||||
| Less: Gain/(loss) on digital assets allocated to other operating segments and unallocated gains/(losses) on digital assets | 1,813 | (3,427 | ) | 5,240 | (152.9 | )% | ||||||||||
| Capital Markets gains/(losses) | $ | 33,785 | $ | 38,833 | $ | (5,048 | ) | (13.0 | )% | |||||||
| Capital Markets revenue and gains | $ | 73,092 | $ | 82,682 | $ | (9,590 | ) | (11.6 | )% | |||||||
Available Capital Position
| Year Ended December 31, | Percent | |||||||||||||||
| (in thousands) | 2025 | 2024 | Change | Change | ||||||||||||
| Cash at bank | $ | 64,243 | $ | 24,915 | $ | 39,328 | 157.8 | % | ||||||||
| Digital assets - held for operations | 3,974,713 | 4,466,678 | (491,965 | ) | (11.0 | )% | ||||||||||
| Digital assets - held as treasury | 33,354 | 15,249 | 18,105 | 118.7 | % | |||||||||||
| Digital asset ETPs | 1,145,428 | 1,190,998 | (45,570 | ) | (3.8 | )% | ||||||||||
| Digital asset receivables, net | 108,517 | 205,892 | (97,375 | ) | (47.3 | )% | ||||||||||
| Total assets | 5,326,255 | 5,903,732 | (577,477 | ) | (9.8 | )% | ||||||||||
| - | ||||||||||||||||
| XBT Certificate Liabilities | (2,465,007 | ) | (3,695,537 | ) | 1,230,530 | (33.3 | )% | |||||||||
| XBT CS Physical Certificate Liabilities | (1,279 | ) | - | (1,279 | ) | n/a | ||||||||||
| CS Physical Certificate Liabilities | (2,041,154 | ) | (1,453,943 | ) | (587,211 | ) | 40.4 | % | ||||||||
| Digital asset payables | (168,374 | ) | (241,705 | ) | 73,331 | (30.3 | )% | |||||||||
| Amounts due to brokers | (169,086 | ) | (99,124 | ) | (69,962 | ) | 70.6 | % | ||||||||
| Total liabilities | (4,844,900 | ) | (5,490,310 | ) | 645,410 | (11.8 | )% | |||||||||
| Net | 481,355 | 413,422 | 67,933 | 16.4 | % | |||||||||||
| of which:accrued fee | (280,020 | ) | (223,459 | ) | (56,561 | ) | 25.3 | % | ||||||||
| (i) | Within the Company’s Available Capital Position includes the cumulative unrealized impact of the differential between ETP trading prices and the underlying digital asset exposure, arising from the structural relationship between digital asset holdings and corresponding liabilities. This amounted to $26.9 million as of December 31, 2025 (2024: $25.2 million). |
| (ii) | XBT accrued fees represent earned but unrealized management fees within the CoinShares XBT Provider platform. While held in digital assets, these balances are economically linked to fiat-denominated fee accruals and are not exposed to digital asset price volatility. The Company elects to realize these balances upon investor redemption of the underlying notes rather than as they are earned, and they are therefore included within available capital. |
6
Segment disclosure
The following is an analysis of the Company’s results by reportable segment for the year ended December 31, 2025.
| $’000 | Asset Management | Capital Markets | Other and Unallocated |
Total | ||||||||||||
| Revenue | 126,371 | 39,306 | - | 165,677 | ||||||||||||
| (loss)/gain on digital assets and digital asset ETPs | (1,009,065 | ) | 31,038 | (4,746 | ) | (982,773 | ) | |||||||||
| Gain/(loss) on certificate liabilities | 802,747 | (4,584 | ) | 4,584 | 802,747 | |||||||||||
| Other operating gains/(losses) | 206,318 | 5,698 | (17 | ) | 211,999 | |||||||||||
| Total other gains/(losses) from operations | - | 32,152 | (179 | ) | 31,973 | |||||||||||
| Total revenues, gains/(losses) from operations (1) | 126,371 | 71,458 | (179 | ) | 197,650 | |||||||||||
| Cost of revenue | (15,434 | ) | (4,755 | ) | - | (20,189 | ) | |||||||||
| Salaries and employee benefits | (6,859 | ) | (5,602 | ) | (7,060 | ) | (19,521 | ) | ||||||||
| Professional fees | (2,254 | ) | (1,989 | ) | (1,295 | ) | (5,538 | ) | ||||||||
| Marketing expenses | (2,637 | ) | (15 | ) | (2,639 | ) | (5,291 | ) | ||||||||
| Technology expense | (1,089 | ) | (907 | ) | (2,478 | ) | (4,474 | ) | ||||||||
| Movement in expected credit loss provision | - | 1,142 | - | 1,142 | ||||||||||||
| Other general and administrative expenses | (1,873 | ) | (1,665 | ) | (2,936 | ) | (6,474 | ) | ||||||||
| XBT/ETP Pricing differential | (1,633 | ) | (1,633 | ) | ||||||||||||
| Segment EBITDA | 96,225 | 57,667 | (18,220 | ) | 135,672 | |||||||||||
| Share based compensation | - | - | (2,839 | ) | (2,839 | ) | ||||||||||
| Expensed transaction costs | (4,332 | ) | (4,332 | ) | ||||||||||||
| Depreciation and amortization | (2,188 | ) | (474 | ) | (481 | ) | (3,143 | ) | ||||||||
| Interest income | 598 | 598 | 597 | 1,793 | ||||||||||||
| Interest expense | (2,601 | ) | (2,601 | ) | (2,602 | ) | (7,804 | ) | ||||||||
| Loss on treasury digital assets | (4,685 | ) | (4,685 | ) | ||||||||||||
| Fair value loss on investments | (1,574 | ) | (1,574 | ) | ||||||||||||
| XBT/ETP Pricing differential | 1,633 | 1,633 | ||||||||||||||
| Income before income taxes | 92,034 | 55,190 | (32,503 | ) | 114,721 | |||||||||||
| (1) | Unallocated represents other business activities and unallocated corporate expenses managed at the Company level. Accordingly, these expenses are not allocated to the Company’s segments. |
| (2) | The revenue segment measure that is provided to the CODM is the total of revenue and gains/(losses) from operations. |
| (3) | The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM. |
| (4) | Represents the impact of valuation differences between certain financial instruments and their underlying digital asset exposures. XBT certificates and certain third-party ETPs are measured using observable market prices, which may trade at a discount or premium to the value of the underlying digital assets held for hedging. These differences result in unrealized gains or losses that are driven by market spreads. |
7
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements regarding the anticipated benefits of the Business Combination, the Company’s business strategy, and plans and objectives of management for future operations. These statements involve known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially from the anticipated results or other expectations expressed in such forward-looking statements. Factors that may cause actual results to differ include, but are not limited to: (1) a delay or failure to realize the expected benefits from the Business Combination; (2) risks related to disruption of management time from ongoing business operations due to post-closing matters; (3) changes in the markets in which CoinShares competes, including with respect to its competitive landscape, technology evolution, or regulatory changes; (4) changes in the digital asset markets; and (5) the risk that the Company may not be able to execute its growth strategies. The foregoing list of factors is not exhaustive. CoinShares does not undertake any obligation to update any forward-looking statements to reflect events or circumstances after the date of this press release, except as required by law.
About CoinShares
CoinShares is a leading global asset manager specialising in digital assets, that delivers a broad range of financial services across investment management, trading and securities to a wide array of clients that includes corporations, financial institutions and individuals. Focusing on crypto since 2013, the firm is headquartered in Jersey, with offices in France, Sweden, Switzerland, the UK and the US. CoinShares is regulated in Jersey by the Jersey Financial Services Commission, in France by the Autorité des marchés financiers, and in the US by the Securities and Exchange Commission, National Futures Association and Financial Industry Regulatory Authority. CoinShares is publicly listed on the Nasdaq under the ticker CSHR. For more information on CoinShares, please visit: https://coinshares.com
Company | +44 (0)1534 513 100 | enquiries@coinshares.com
Investor Relations | +44 (0)1534 513 100 | corporateir@coinshares.com
Press Contact
CoinShares
Benoît Pellevoizin
bpellevoizin@coinshares.com
M Group Strategic Communications
Peter Padovano
coinshares@mgroupsc.com
8
Exhibit 99.2
Marketing Strategy 2025 — FY 2025 Financial Results Presentation
Marketing Strategy 2025 2 Disclaimers Forward-Looking Statements This communication includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Exchange Act. Forward-looking statements include, without limitation, statements regarding the financial position, financial performance, business strategy, expectations of our business and the plans and objectives of management for future operations. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this communication, forward-looking statements may be identified by the use of words such as "estimate," "plan," "project," "forecast," "intend," "will," "expect," "anticipate," "believe," "seek," "target," "designed to" or other similar expressions that predict or indicate future events or trends or that are not statements of historical facts. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These forward-looking statements are based on information available as of the date of this communication and expectations, forecasts and assumptions as of that date and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. You should not place undue reliance on forward-looking statements. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by our forward-looking statements. Some factors that could cause actual results to differ include, among others: (1) the outcome of any legal proceedings or government or regulatory action or inquiry that may be instituted against us or others; (2) costs related to becoming a U.S.-listed public company that may be higher than currently anticipated; (3) the possibility that the we may be adversely affected by other economic, business and/or competitive factors; (4) changes in business, market, financial, macro-economic political and/or regulatory conditions; (5) volatility and rapid fluctuations in the market prices of digital assets, including cryptocurrencies and blockchain-related alternative investments, including those offered by or underlying those offered by, us; (6) estimates of expenses and profitability; (7) expectations with respect to future operating and financial performance and growth; (8) our ability to execute on our business plans and strategy; (9) failure to realize the anticipated benefits of the recent business combination, which may be affected by, among other things, competition, our ability to grow and manage growth profitably, build or maintain relationships with service providers and trading counterparties and retain management and key employees, capital expenditures, requirements for additional capital and timing of future cash flow provided by operating activities and the demand for digital assets, including cryptocurrencies and blockchain-related alternative investments, including those offered by or underlying those offered by, us; (10) dilution in the future due to the exercise of a significant number of existing warrants and any future issuances of our equity securities; (11) conflicts of interest that may arise from investment and transaction opportunities involving us and other investors and service providers or counterparties; and (12) factors relating to our business, operations and financial performance, including: our ability to successfully implement our long-term business strategy; the treatment of digital assets, including cryptocurrencies and blockchain-related alternative investments, including those offered by or underlying those offered by, us, for foreign and U.S. tax purposes; digital asset trading venues may experience greater fraud, security failures or regulatory or operational problems than trading venues for more established asset classes; risks relating to the custody of digital assets, including the loss or destruction of private keys required to access its digital assets and cyberattacks or other data loss relating to its digital assets, which could cause us and/or any of our product issuers, as applicable, to lose some or all of our or their digital assets; a security breach, cyber-attack or other event where unauthorized parties obtain access to our digital assets and/or the digital assets of our product issuers, as a result of which we or they may lose some or all of our or their digital assets temporarily or permanently and our financial condition and results of operations could be materially adversely affected; the emergence or growth of other digital assets, including those with significant private or public sector backing, including by governments, consortiums or financial institutions, could have a negative impact on the value of digital assets and adversely affect our business; potential regulatory changes reclassifying certain digital assets as "securities" or "investment securities" under the Investment Company Act of 1940, as amended (the "Investment Company Act") or other federal securities laws could lead to our classification as an "investment company" under the Investment Company Act and could adversely affect the market price of our digital assets and the market price of our listed securities; and the other important factors discussed under the caption "Risk Factors" in our Annual Report on Form 20-F for the year ended December 31, 2025 filed with the U.S. Securities and Exchange Commission ("SEC") and our other filings with the SEC as such factors may be updated from time to time.
Marketing Strategy 2025 3 Disclaimers Non-GAAP Measures We use certain financial measures not based on U.S. GAAP, including Revenue and gains from operations and Capital markets revenues and gains (together, the "Non-GAAP Measures"), as well as key performance indicators and operating metrics, including Segment EBITDA and Assets Under Management (AUM). Non-GAAP Measures are used by management, in addition to U.S. GAAP financial measures, to understand and compare our operating results across accounting periods, for risk management and operational decision-making. Non-GAAP Measures provide investors with additional information in evaluating the Company's operating performance. These Non-GAAP financial measures have been prepared by, and are the responsibility of management, and have not been audited or reviewed by our independent registered public accounting firm. These Non-GAAP financial measurements should be considered in context with our U.S. GAAP results. The Non-GAAP Measures may not be comparable to similar measures disclosed by other companies, because not all companies and analysts calculate these measures in the same manner. We present the Non-GAAP Measures because we consider them to be important supplemental measures of our performance, and we believe they are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our sector. Management believes that investors' understanding of our performance is enhanced by including the Non-GAAP Measures as a reasonable basis for comparing our ongoing results of operations. By providing the Non-GAAP Measures, together with reconciliations to U.S. GAAP, we believe we are enhancing investors' understanding of our business and our results of operations, as well as assisting investors in evaluating how well we are executing our strategic initiatives. Items excluded from the Non-GAAP Measures are significant components in understanding and assessing financial performance. The Non-GAAP Measures have limitations as analytical tools and should not be considered in isolation, or as an alternative to, or a substitute for loss for the year, revenue or other financial statement data presented in our consolidated financial statements as indicators of financial performance. For definitions of our Non-GAAP Measures and reconciliation of the Non-GAAP Measures to the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP, please see the "Reconciliation Tables" at the end of this presentation and our Annual Report on Form 20-F for the year ended December 31, 2025.
Marketing Strategy 2025 Fiscal Year Ended December 2025 – Summary Results Key Metrics - 2025 AuM (1) $7.4 billion Yield on AuM 2.53% Revenue (2) $197.6 million Asset Management Revenue $126.4 million Capital Markets Revenue & Gains $73.1 million EBITDA (3) $131.3 million Operating Income $127.0 million Net Income $114.3 million Commentary • CoinShares is pleased to announce the results of a very strong year, showing a continued strong growth trajectory for the Company with ongoing expansion at robust margins • Digital asset pricing uptick drove all -time -high AuM in late 2025, before some contraction at year end; resulting in a year end AuM below 2024, however average AuM for the year being higher • CoinShares Asset Management business has evidenced resilience through diversification, posting its highest annual revenues since CoinShares's inception • Capital Markets has also evidenced a stable year of performance across its various activities • EBITDA for the year of $131.3 million has shown 5.4% improvement on 2024 • CoinShares has completed its accounting conversion from IFRS to U.S. GAAP, allowing for fair value movements on digital asset holdings to be recognized within earnings, resulting in clearer financial representation of performance within the Group's financials FY2025 was a strong year that highlights the attractive financial profile of the company that benefits from a recurring revenue base and substantial margins Note(s): (1) Including $0.57bn seed AuM for CoinShares Physical and $0.44bn seed AuM for CoinShares Valkyrie. (2) Reflects "Revenue & Gains from Operations" per the company's Non-GAAP Measures. (3) Reflects "Segment EBITDA" per the company's reported financials; nomenclature is consistent throughout presentation. See reconciliation tables for more details.
Marketing Strategy 2025 Financial Overview – 2023 through 2025 Revenue Adjusted EBITDA $95 $179 $198 2023 2024 2025 $64 $125 $136 2023 2024 2025 Adj. EBITDA Margin 69% 70% 68% Asset Management Capital Markets Yield on AuM (2) 1.7% 1.7% 1.6% 1.3% 1.0% 0.9% 2023 2024 2025 AuM (1) '23-'25 CAGR: 44% Dual yield on AuM across Asset Management and Capital Markets with stability seen in Asset Management yield despite significant evolution in product mix '23-'25 CAGR: 45% High margins & consistent growth Substantial growth with scale Dual impact of net flows and price action on digital assets $4,170 $8,035 $7,401 2023 2024 2025 Note(s): (1) Including $0.30bn, $0.62bn, and $0.57bn seed AuM for CoinShares Physical in 2023, 2024, and 2025, respectively and $0.62bn and $0.44bn seed AuM for CoinShares Valkyrie in 2024 and 2025, respectively. (2) Yields are expressed in LTM Revenue on LTM average AuM (including seed AuM). $131
Marketing Strategy 2025 57% 56% 53% 49% 47% 45% 43% 39% 34% 25% 25% 24% 26% 29% 33% 34% 37% 38% 18% 13% 12% 12% 10% 12% 13% 13% 18% 6% 11% 13% 14% 11% 11% 10% 10% $4,170m $6,933m $6,052m $5,874m $8,035m $6,128m $8,048m $9,610m $7,401m 170bps 164bps 170bps 168bps 169bps 179bps 168bps 161bps 162bps -300bps -200bps -100bps 0bps 100bps 200bps -$1,000m $1,000m $3,000m $5,000m $7,000m $9,000m $11,000m $13,000m Q4'23 Q1'24 Q2'24 Q3'24 Q4'24 Q1'25 Q2'25 Q3'25 Q4'25 Diversifying the Asset Management Product Suite • CoinShares Asset Management business has proved resilient in both smooth and challenging environments. CoinShares continues to attract net inflows overall, across a diversified product offering • Growth is driven by strong AuM expansion and stability in blended fee as alternate products take share from XBT Provider • CoinShares Physical is the fastest -growing product, with 8.2x revenue growth from 2023 through 2025 as investors pivot toward regulated, physically backed products • High -margin products like staked ETPs (up to 10% fees) support higher profitability • XBT Provider remains a high -margin, stable revenue source • Digital asset pricing uptick drove all-time -high AuM in late 2025 and significant earnings prior to a year -end contraction in digital asset prices • Digital asset pricing contraction experienced in 2026, however current AuM is similar to of 2024 levels Important to note that AuM is measured at a single point in time where fees are earned on a daily basis – resulting in mild swings in perceived yields when substantial price action occurs (e.g., Q1 2025 saw digital asset prices decrease where Q2 2025 saw digital asset prices increase). Asset Management Fee Drivers Average AuM by Product (1) | Blended Asset Management Fees Global Blended Fee (2) | $ in millions USD Valkyrie Block Index CS Physical XBT Provider Note(s): (1) Including seed AuM for CoinShares Physical and seed AuM for CoinShares Valkyrie. (2) Yields are expressed in LTM Revenue on LTM average AuM (including seed AuM).
Marketing Strategy 2025 $0 $20,000 $40,000 $60,000 $80,000 $100,000 $120,000 $140,000 Jan '23 Jul '23 Jan '24 Jul '24 Jan '25 Jul '25 Jan '26 Jul '26 Jan '27 Current Valuation Creates Substantial Downside Protection with Strong Upside Opportunity Even With Materially Lower Digital Asset Prices Bitcoin Pricing and CoinShares Adjusted EBITDA (2) Valuation Multiple: EV / 2025 Adjusted EBITDA (1) While CoinShares clearly benefited from record high digital asset pricing in Q3 '25, current digital asset pricing levels are ge nerally in line with those experienced in 2024 where the Company generated $125M of Adjusted EBITDA. CoinShares is trading at a significant discount to its listed peers (and would re mai n so even with digital asset prices materially below current levels). 1.9x 20.2x 16.8x Median of Pure -Play Digital Asset Managers (3) Median of Alternative Asset Managers (4) CoinShares is trading at a ~90% discount to listed peers Current BTC pricing at levels last experienced in 2024 where the company generated $125m of Adjusted EBITDA ~90% Discount 2023 2024 2025 2026E Adj. EBITDA $64m Adj. EBITDA $125m Adj. EBITDA $131m Adj. EBITDA ? Annual Range Note(s): (1) Public Comparables per CapitalIQ as of April 24, 2026. (2) BTC Pricing as of April 27, 2026. (3) Includes: Coinbase, Galaxy Digital, Exodus Movement, and Circle (note that Galaxy is excluded from median calculations as its multiple is NM). (4) Includes: Blackstone, BlackRock, Ares, Partners Group, Blue Owl, TPG, Carlyle, Cohen & Steers, P10, and WisdomTree.
Marketing Strategy 2025 Illustrative Financial Performance at a Range of Total AuM AuM ~$7.4bn As of 12/31/25 (1) 162bps Asset Management Yield (2) 92bps Capital Markets Yield (2) 90% Gross Profit Margin (3) $40 Million Annual Fixed Overhead (3) Note(s): (1) Including $0.57bn seed AuM for CoinShares Physical and $0.44bn seed AuM for CoinShares Valkyrie as of December 31, 2025. (2) In line with 2025 Yields shown on page 3. (3) In line with 2025 results. (4) Illustrative analysis presented to show potential impact of AuM fluctuations. Analysis is based on historical assumptions as applied to an illustrative and static range of AuMs. Actual results at various levels of AuM may differ materially from what is presented. Will not tie to prior period results at similar levels of AuM as prior period AuM is calculated as of the last day of each quarter, whereas revenue is recognized on a daily basis and AuM and other conditions can fluctuate significantly over the course of a quarter. Analysis excludes gains/losses on CoinShares treasury assets. Figures utilize yields as of latest available financials (December 31, 2025), if yields were to compress the illustrative Run-Rate EBITDA would be impacted. (5) Current AuM as published on CoinShares website on April 27, 2026. (6) Enterprise Value calculation per following page. Total AuM 6,000 8,000 10,000 12,000 AM Revenue 97 130 162 194 CM Revenue 55 74 92 110 Revenue $152 $203 $254 $305 Gross Profit $137 $182 $228 $274 Fixed Overhead (40) (40) (40) (40) Run -Rate EBITDA $97 $142 $188 $234 % Margin 64% 70% 74% 77% Illustrative Range (4) ($ in millions) Current AuM $7.2Bn (5) YE 2025 AuM $7.4Bn Peak AuM Oct 25 $11.0Bn Multiple of Illustrative Run -Rate EBITDA (6) 2.1x 2.0x 1.2x
Marketing Strategy 2025 Current Capitalization and Valuation Shares Outstanding (million) 132.3 (*) Share Price (1) 5.35 Market Capitalization ($m) 708 (+) Debt ($m) (2) 29 (-) Available Capital Position ($m) (2) (481) Enterprise Value ($m) 256 Enterprise Value / CY2025 Adj. EBITDA 1.9x 2025 P/E Ratio 6.2x Implied Net Cash Value per Share (3) $3.36 Valuation EV / 2025 Adj. EBITDA (4) 2025 P/E Ratio (4) FCF Yield (5) 51.5% 1.9x 6.2x 17.9x 20.1x CoinShares Public Comparables Note(s): (1) Closing CSHR share price as of April 27, 2026. (2) Per Company MD&A. (3) Net Cash Value per share calculated as Available Capital Position per MD&A less Debt divided by Shares Outstanding. (4) CapitalIQ as of April 24, 2026. (5) Calculated as CY2025 Adj. EBITDA divided by Enterprise Value.
Marketing Strategy 2025 Reconciliation Tables Revenue & Gains from Operations Adjusted EBITDA (1) ($'000) FY2025 FY2024 FY2023 Operating Income 126,990 125,011 61,273 Share Option Liability Expense 2,839 12,369 1,261 Expensed SPAC Transaction Costs 4,332 - - ETP/XBT Pricing Differential (1,633) (15,760) (2,234) Depreciation and Amortization 3,143 3,022 3,993 Adjusted EBITDA (Segment EBITDA) 135,671 124,642 64,293 ($'000) FY2025 FY2024 FY2023 Asset Management Fees 126,371 111,691 53,709 Capital Markets Revenue & Gains 73,092 82,682 43,522 Total Revenue & Gains 199,463 193,373 97,231 (-) ETP/XBT Pricing Differential (1,633) (15,760) (2,234) Revenue & Gains (Net of Pricing Differential) 197,830 178,613 94,997 Capital Markets Revenue & Gains (Net of Pricing Differential) 71,459 66,922 41,288 Note(s): (1) Reflects "Segment EBITDA" per the company's reported financials; nomenclature is consistent throughout presentation. Segment EBITDA includes all company costs other than the costs presented in the above table, notably excluding ETP/XBT Pricing Differential, a positive non-cash unrealized impact from pricing differentials between ETP trading prices and the underlying digital asset exposure. If included, 2025, 2024, and 2023 EBITDA would increase by $1.6m, $15.8m, and $2.2m, respectively.
Exhibit 99.3
Letter to Shareholders
Fiscal Year 2025
To Our Shareholders,
On April 1, 2026, we completed our business combination with Vine Hill Capital Investment Corp. and listed on the Nasdaq Stock Market under the ticker CSHR. I am pleased to share with you our first annual report as a U.S.-listed company. The Nasdaq listing was a substantial undertaking for the entire organization and represents a meaningful step toward our long-standing objective of building CoinShares into the leading global asset manager dedicated to digital assets. This transition is not merely a change in listing venue; we believe it materially enhances our access to capital, broadens our investor base, and increases our capacity to scale both organically and through acquisition.
Twelve years ago, when we began building CoinShares, no regulatory framework meaningfully contemplated digital assets, institutional finance wanted nothing to do with the space, and the idea that a regulated asset manager could operate fluently across both the traditional financial system and blockchain rails would have sounded absurd. We built it anyway. Our conviction was that the future of finance would be neither purely traditional nor purely decentralized, it would be both. We called it hybrid finance. We still do.
Hybrid finance is the thesis that regulated financial infrastructure and blockchain-native technology are converging, and that the winning platforms will be the ones able to operate on both sides of that bridge. It is the idea behind every product and business we have built — CoinShares XBT, CoinShares Physical, CoinShares Capital Markets, CoinShares Valkyrie, our active alternative strategies, and now our on-chain asset management initiative. Each one is a piece of the same structure. In practical terms, this convergence enables us to design differentiated products, capture value across both management fees and market infrastructure, and sustain a blended yield that has remained structurally above that of traditional passive products. It is what CoinShares is, not what we aspire to.
We have been profitable since 2016, and the platform we operate today is the cumulative product of more than a decade of decisions. Asset management compounds slowly — what we build today shapes revenues two or three years out — and the 2025 results below are the harvest of work done well before this year. The model remains inherently capital-light, with limited incremental cost to scale assets under management, which continues to translate into strong operating leverage as the platform grows.
Asset Management revenue grew 13% to $126 million. Segment EBITDA grew 9% to $136 million, with Segment EBITDA margin expanding from approximately 63% to approximately 69%. CoinShares Physical attracted approximately $1.1 billion of net inflows in 2025 and now represents approximately 38% of our gross assets under management, up from approximately 25% just two years ago. Our blended asset management yield remained stable at approximately 170 basis points, demonstrating a degree of pricing resilience that contrasts with the fee compression observed in the U.S. market. We closed the year with $475.9 million of net assets and a sound, well-capitalized balance sheet.
It is worth being explicit about the rest of the picture. Total Revenue and Gains from Operations were $197.6 million, broadly flat year-over-year, reflecting Asset Management growth offset by a more normalized Capital Markets contribution, which remains a structural component of our platform, supporting product design, execution and balance sheet efficiency, while contributing a recurring yield component over time. Net income of $113 million reflected several non-recurring items affecting comparability, primarily a $36.8 million FTX recovery gain in FY2024 and approximately $5 million of transaction costs related to our Nasdaq listing in FY2025. On a normalized basis, underlying net income grew approximately 9%, consistent with the growth in Segment EBITDA. Gross AUM closed at $7.4 billion: $1.1 billion of inflows into CoinShares Physical were more than offset by market depreciation and a deliberate shift toward higher-growth, higher-quality franchises within our platform.
These results are a continuation, not an inflection. What changes today is the platform from which we operate. A U.S.-listed parent. A strengthened balance sheet. A regulatory and product footprint few competitors in our region can match. From this position, we can accelerate, we can extend our leadership, and invest more aggressively in our ambition, without compromising the financial discipline that has been our hallmark since 2016.
Across the U.S. crypto ETP market, headline fees on Bitcoin and Ether passive products were sharply compressed in 2025. Our European franchise was largely insulated for structural reasons: a more mature market, listed across multiple regulated exchanges since 2015, with a meaningfully broader product range including staking-eligible tokens. Within this market, CoinShares Physical was ranked #1 in Europe by net inflows in 2025, and we continue to be recognized as a trusted partner and educator for digital asset investing across the region.
We approach this next phase from a position of financial strength. Our $475.9 million of net assets and well-capitalized balance sheet provide the financial means to execute our growth plan deliberately, along three axes: deeper investment in our existing franchises; horizontal expansion into adjacent product lines and asset classes; and geographic expansion into new markets. We approach capital allocation with discipline, prioritizing opportunities that reinforce our core platform, enhance long-term margins, and meet our return thresholds. Where strategically and financially compelling, we will also pursue selective acquisitions.
Four fronts will define the next chapter.
| ● | Europe continues to scale and is opening further. The United Kingdom, France and Italy enabled broad retail access to crypto ETPs in 2025, and additional MiCA-enabled markets will follow. As the leading European platform with distribution and product already in place, we are well-positioned to compete for a meaningful share of this multi-year opening. |
| 2 |
| ● | The United States is the next phase of build-out. CoinShares U.S. platform is the foundation. Our intent is to develop a differentiated, higher-value U.S. franchise both organically and through selective acquisition. The Nasdaq listing is the enabling step; the product expansion is the next. |
| ● | Active alternative strategies represent the next layer of margin expansion beyond passive products. We are scaling an actively managed digital asset investment business for institutional and professional investors, drawing on more than a decade of market-structure, trading and research expertise. This is where the highest-value client relationships and margins in asset management sit, and where CoinShares is differentiated by capability, not just by wrapper. This segment is expected to contribute a growing share of higher-margin revenues over time, reinforcing the quality and durability of our overall earnings profile. |
| ● | On-chain asset management represents the next structural evolution of hybrid finance. CoinShares is one of the few asset managers in Europe to hold both MiFID and MiCA authorizations. That dual license is what makes institutional-grade, regulated products distributed natively on blockchain infrastructure executable for us in a way few competitors in our region can match. This positioning allows us to participate early in the migration of asset management infrastructure toward blockchain-based rails, within a regulated and institutional framework. |
Taken together, these are not four separate strategies. They are four expressions of a single ambition: to build CoinShares into the single regulated home for digital asset management: passive and active, traditional wrappers and on-chain rails, European distribution and global reach. Collectively, these initiatives are designed to increase both the scale and quality of our earnings over time, reinforcing our ability to compound revenues and margins across market cycles.
To our colleagues across our offices in Jersey, France, the UK and the US — twelve years in, your conviction and resilience are the only reason any of this was possible. Thank you.
To our shareholders, we are early in a long trajectory, and we believe the foundations we have built position us to compound shareholder value over the decade ahead.
Sincerely,
Jean-Marie Mognetti
Co-Founder, President and Chief Executive Officer
CoinShares
| 3 |
Forward-Looking Statements
This communication includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act. Forward-looking statements include, without limitation, statements regarding the financial position, financial performance, business strategy, expectations of our business and the plans and objectives of management for future operations. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this communication, forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target,” “designed to” or other similar expressions that predict or indicate future events or trends or that are not statements of historical facts. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These forward-looking statements are based on information available as of the date of this communication and expectations, forecasts and assumptions as of that date and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
You should not place undue reliance on forward-looking statements. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by our forward-looking statements. Some factors that could cause actual results to differ include, among others: (1) the outcome of any legal proceedings or government or regulatory action or inquiry that may be instituted against us or others; (2) costs related to becoming a U.S.-listed public company that may be higher than currently anticipated; (3) the possibility that the we may be adversely affected by other economic, business and/or competitive factors; (4) changes in business, market, financial, macro-economic political and/or regulatory conditions; (5) volatility and rapid fluctuations in the market prices of digital assets, including cryptocurrencies and blockchain-related alternative investments, including those offered by or underlying those offered by, us; (6) estimates of expenses and profitability; (7) expectations with respect to future operating and financial performance and growth; (8) our ability to execute on our business plans and strategy; (9) failure to realize the anticipated benefits of the recent business combination, which may be affected by, among other things, competition, our ability to grow and manage growth profitably, build or maintain relationships with service providers and trading counterparties and retain management and key employees, capital expenditures, requirements for additional capital and timing of future cash flow provided by operating activities and the demand for digital assets, including cryptocurrencies and blockchain-related alternative investments, including those offered by or underlying those offered by, us; (10) dilution in the future due to the exercise of a significant number of existing warrants and any future issuances of our equity securities; (11) conflicts of interest that may arise from investment and transaction opportunities involving us and other investors and service providers or counterparties; and (12) factors relating to our business, operations and financial performance, including: our ability to successfully implement our long-term business strategy; the treatment of digital assets, including cryptocurrencies and blockchain-related alternative investments, including those offered by or underlying those offered by, us, for foreign and U.S. tax purposes; digital asset trading venues may experience greater fraud, security failures or regulatory or operational problems than trading venues for more established asset classes; risks relating to the custody of digital assets, including the loss or destruction of private keys required to access its digital assets and cyberattacks or other data loss relating to its digital assets, which could cause us and/or any of our product issuers, as applicable, to lose some or all of our or their digital assets; a security breach, cyber-attack or other event where unauthorized parties obtain access to our digital assets and/or the digital assets of our product issuers, as a result of which we or they may lose some or all of our or their digital assets temporarily or permanently and our financial condition and results of operations could be materially adversely affected; the emergence or growth of other digital assets, including those with significant private or public sector backing, including by governments, consortiums or financial institutions, could have a negative impact on the value of digital assets and adversely affect our business; potential regulatory changes reclassifying certain digital assets as “securities” or “investment securities” under the Investment Company Act of 1940, as amended (the “Investment Company Act”) or other federal securities laws could lead to our classification as an “investment company” under the Investment Company Act and could adversely affect the market price of our digital assets and the market price of our listed securities; and the other important factors discussed under the caption “Risk Factors” in our Annual Report on Form 20-F for the year ended December 31, 2025 filed with the U.S. Securities and Exchange Commission (“SEC”) and our other filings with the SEC as such factors may be updated from time to time.
| 4 |
non-GAAP Measures
We use certain financial measures not based on U.S. GAAP, including Revenue and gains from operations and Capital markets revenues and gains (together, the “non-GAAP Measures”), as well as key performance indicators and operating metrics, including Segment EBITDA and Assets Under Management (AUM). non-GAAP Measures are used by management, in addition to U.S. GAAP financial measures, to understand and compare our operating results across accounting periods, for risk management and operational decision-making. non-GAAP Measures provide investors with additional information in evaluating the Company’s operating performance. These non-GAAP financial measures have been prepared by, and are the responsibility of management, and have not been audited or reviewed by our independent registered public accounting firm. These non-GAAP financial measurements should be considered in context with our U.S. GAAP results.
The non-GAAP Measures may not be comparable to similar measures disclosed by other companies, because not all companies and analysts calculate these measures in the same manner. We present the non-GAAP Measures because we consider them to be important supplemental measures of our performance, and we believe they are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our sector. Management believes that investors’ understanding of our performance is enhanced by including the non-GAAP Measures as a reasonable basis for comparing our ongoing results of operations. By providing the non-GAAP Measures, together with reconciliations to U.S. GAAP, we believe we are enhancing investors’ understanding of our business and our results of operations, as well as assisting investors in evaluating how well we are executing our strategic initiatives.
Items excluded from the non-GAAP Measures are significant components in understanding and assessing financial performance. The non-GAAP Measures have limitations as analytical tools and should not be considered in isolation, or as an alternative to, or a substitute for loss for the year, revenue or other financial statement data presented in our consolidated financial statements as indicators of financial performance.
For definitions of our non-GAAP Measures and reconciliation of the non-GAAP Measures to the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP, please see our presentation entitled FY 2025 Financial Results Presentation and our Annual Report on Form 20-F for the year ended December 31, 2025.
| 5 |